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CAP GEMINI AND ITS SHAREHOLDERS
5.4 Share buyback program
5
269
Registration Document 2016 — Capgemini
means; or
conversion, exchange, presentation of a warrant or any other
securities granting access to the share capital by redemption,
the delivery of shares on the exercise of rights attached to
◗
the cancellation of some or all of the shares purchased; or
◗
exchanges; or
connection with acquisitions, mergers, demergers or asset-for-share
the delivery of shares (in exchange, as payment, or otherwise) in
the French financial markets authority).
code recognized by the
Autorité des marchés financiers
(AMF -
provider under a liquidity contract that complies with the ethical
liquidity of the Cap Gemini share by an investment services
the management of the secondary market or maintenance of the
◗
generally the carrying out of any transaction that complies with
market practice that may be permitted by the AMF and more
This program is also intended to enable the implementation of any
prevailing regulations.
and purchase price
Proportion of share capital, number of shares
24, 2017, considering that the Company holds 1,100,552 of its
unless the Company sells or cancels own shares currently held.
representing 9.35% of the share capital as at February 24, 2017,
shares which may be purchased amounts to 15,814,406 shares,
share capital as at February 24, 2017 the maximum number of
own shares as at February 24, 2017, representing 0.65% of its
calculating the above 10% limit will be the number of shares
general regulations, the number of shares taken into account in
repurchased to improve liquidity on the terms set out in the AMF
Company’s share capital; and (ii) where the shares are
asset-for-share exchange transaction may not exceed 5% of the
view to their retention or presentation in a merger, demerger or
being stipulated that (i) the number of shares purchased with a
and performed after the May 10, 2017 Shareholders’ Meeting), it
authorization period. For illustrative purposes, as at February
purchased minus the number of shares resold during the
Company since the beginning of the buyback program (including
of each purchase, the total number of shares acquired by the
the Company’s own shares may be made such that, at the date
of shares of Cap Gemini that may be purchased: Purchases of
Maximum percentage of the share capital and maximum number
◗
that date
(1)
(including transactions impacting the share capital
10% of the shares comprising the Company’s share capital at
the shares subject to the current purchase) does not exceed
split, a distribution of reserves or any other assets, a share
reserves, a free share allocation, a stock split or reverse stock
€2,190 million.
capital and (ii) the total amount of purchases may not exceed
capital redemption, or any other transaction impacting share
this price will be adjusted in the event of a change in the par
the same date in any other currency). It should be noted that (i)
Maximum purchase price: €130 per share (or the equivalent at
◗
value of the share, a share capital increase by capitalizing
buy-back program
Implementation and duration of the share
markets,
via
a multilateral trading facility or systematic
more occasions and by any means, and particularly on regulated
limits authorized by prevailing laws and regulations, on one or
the share buyback program carried out by each of these
provider, or in any other manner (with no limit on the portion of
counter, either directly or through an investment services
multilateral trading facility or systematic internalizer or over the
forward financial instruments traded on regulated markets,
via
a
sales, by public offer for cash or shares or using options or other
internalizer or over the counter, including by block purchases or
period of a public offer for the Company’s shares, subject to the
of shares may be performed at any time other than during the
Implementation of the program: Acquisitions, sales and transfers
◗
means).
resolution by the May 10, 2017 Combined Shareholders’
eighteen months as from the date of adoption of the eleven
th
Share buy-back program duration and schedule:
◗
May 10, 2017, Combined Shareholders’ Meeting).
share capital (adjusted for any transactions performed after the
twenty-four months shall not exceed 10% of the Company’s
number of shares which may be cancelled in any given period of
article 225-209 of the French Code of Commerce, the aggregate
Meeting,
i.e.
, up to November 10, 2018. Pursuant to
i.e., for illustrative purposes, on the basis of the total number of shares issued and outstanding as at February 24, 2017, 16,914,958 shares.
(1)