COFACE SA: Description of the 2023-2024 Share Buyback Program
Description of the
2023-2024
Share Buyback Program
- INTRODUCTION
It is reminded that the Shareholders’ Combined
General Meeting of COFACE SA (the Company) held on of 17 May 2022,
had previously authorized the Board of Directors, in its eighth
(8th) resolution, to carry out transactions on COFACE SA’s
shares under the framework of the 2022-2023 Share Buyback Program.
The main features and description of the said program are published
on the Company’s website and on the 2022 Universal
Registration Document.
The Company, listed on Euronext Paris -
Compartment A -, wishes to continue to have a Share Buyback Program
(the Program), pursuant to applicable regulation (See "Legal
Framework" below).
To this end, the Shareholders’ Combined General
Meeting of 16 May 2023 reauthorized the Board of Directors, with
the power to sub delegate in accordance with legislative and
regulatory provisions, fourth (4th) resolution, to implement a new
Share Buyback Program on the Company’s shares (Code
ISIN FR0010667147). This Program shall replace the existing
one established by the Combined General Meeting of 17 May 2021.
- MAIN CHARACTERISTICS OF
THE
2023-2024
SHARE BUYBACK PROGRAM
2.1 Date of Shareholders' General Meeting authorizing
the Program
The 2023-2024 Program was authorized by the
Shareholders’ Combined General Meeting of 16 May 2023, in
its fourth (4th) resolution.
The Board of Directors of 10 August 2023,
authorized COFACE SA, with the power to sub delegate to the
CEO, pursuant to the delegation given by the Shareholder’s Combined
General Meeting of 16 May 2023 in its fourth (4th) resolution, to
trade on the Company’s share through the "2023-2024 Share Buyback
Program", whose main features are described below.
2.2 Allotment by objective of shares held as of
31 July
2023
COFACE SA held at 31 July 2023, 0.56% of its
share capital or 845,954 common shares. At that date, the breakdown
by objective of the number of shares held was as follows:
Objectives |
Number of own shares held |
a) ensure liquidity and boost the market for the
Company’s stock through an investment service provider acting
independently within the context of a liquidity contract in
compliance with the Charter of Ethics recognized by the French
Financial Markets Authority |
136,264 |
b) allot shares to employees of the Company and in
particular within the context:(1)
of profit sharing;(2) any stock
option plan of the Company, pursuant to the provisions of Articles
L.225-177 et seq. of the French Commercial
Code;(3) any savings plan in
compliance with Articles L.3331-1 et seq. of the French Labour
Code;(4) any allocation of bonus shares pursuant
to the provisions of Articles L.225-197-1 et seq. of the French
Commercial Code; as well as performing all hedging operations
relating thereto, under the conditions provided for by the market
authorities and at the times to be determined by the Board of
Directors or the person acting upon its delegation |
00 0 709,690 |
e) cancel all or part of the stock thus
purchased |
0 |
TOTAL |
845,954 |
2.3 Objectives of the
2023-2024
Share Buyback Program
Purchases and sales of the Company’s shares may be made, by
decision of the Board, to:
Authorized objectives |
a) ensure liquidity and boost the market for the
Company’s stock through an investment service provider acting
independently within the context of a liquidity agreement, in
compliance with the market practice accepted by the Autorité des
marchés financiers on 2 July 2018, |
b) allocate shares to the corporate officers and
employees of the Company and of other Group entities, in particular
within the context
of:(i) employee
profit sharing;(ii) any stock option plan of the
Company, pursuant to Article L.225-177 et seq. of the French
Commercial Code;(iii) any savings plan in
compliance with Article L.3331-1 et seq. of the French Labour
Code;(iv) any allocation of bonus shares pursuant
to the provisions of Article L.225‑197-1 et seq. of the French
Commercial Code;as well as performing all hedging operations
relating to these operations, under the conditions provided for by
the market authorities, and at the times to be determined by the
Board of Directors or the person acting by delegation thereof |
c) transfer the Company’s shares upon exercise of
the rights attached to securities entitling their bearers, directly
or indirectly, through reimbursement, conversion, exchange,
presentation of a warrant or in any other manner, to the allocation
of the Company’s shares pursuant to current regulations;
additionally, perform all hedge operations relating to these
transactions, under the conditions provided for by the market
authorities and at the times to be determined by the Board of
Directors or the person acting by delegation of the Board of
Directors |
d) keep the Company’s shares and subsequently
remit them as payment or trade within the context of any external
growth operations |
e) cancel all or part of the stock thus
purchased |
f) implement any market practice that may be
authorised by the French Financial Markets Authority and, more
generally, perform all operations in compliance with applicable
regulations in particular with Regulation (EU) No 596/2014 of
the European Parliament and of the Council of 16 April 2014 on
market abuse (market abuse regulation) |
2.4 Maximum percentage of the share capital, maximum
number of shares, maximum purchase price and characteristics of the
shares that COFACE SA intends to
buyback
2.4.1 Characteristics of the shares that
COFACE SA intends to buyback
Common shares of the Company traded on Euronext Paris:
STOCK MARKET PROFILE |
Trading |
Euronext Paris (compartment A), eligible fordeferred settlement
service (SRD) |
ISIN code |
FR0010667147 |
Reuters code |
COFA.PA |
Bloomberg code |
COFA FP |
Stock market indexes |
SBF 120, CAC All Shares, CAC All-Tradable, CAC Financials, CAC Mid
& Small, CAC Mid 60, Next 150 |
2.4.2 Maximum percentage of the share
capital
The Board of Directors can authorise, with the
power to sub-delegate under the legal and regulatory conditions, in
compliance with the provisions of Articles L.22-10-62 et seq and
L.225-210 et seq. of the French Commercial Code, the purchase
of –in one or more instances and at the times to be determined by
it - a number of shares of the Company not to
exceed:(i) 10% the total number of shares
composing the share capital, at any time whatsoever;
or,(ii) 5% of the total number of shares
subsequently composing the share capital if it concerns shares
acquired by the Company in view of keeping them and transferring
them as payment or exchange under a merger, spin-off or
contribution operation.
These percentages apply to a number of shares
adjusted, where appropriate, according to the operations that could
affect the share capital subsequent to the Shareholders’ Meeting of
16 May 2023.
2.4.3 Maximum number of shares
COFACE SA is committed, by law, not to exceed
the holding limit of 10% of its capital, such 10% limit being, for
information purposes, 15,017,979 shares as at 31 July 2023.
2.4.4 Maximum purchase price
According to the fourth (4th) resolution
proposed and accepted by the Shareholder’s Combined General Meeting
of 16 May 2023, the maximum purchase price per unit may
not exceed €16, excluding costs.
The Board of Directors may nevertheless, for
operations involving the Company’s capital, in particular a
modification of the par value of the share, a capital increase by
incorporation of reserves following the creation and allocation of
bonus shares, a stock split or reverse stock split, adjust the
aforementioned maximum purchase price in order to take into account
the impact of these operations on the value of the Company’s
stock.
2.4.5 Other information
The acquisition, disposal or transfer of these
shares may be completed and paid for by all methods authorised by
the current regulations, on a regulated market, multilateral
trading system, a systematic internaliser, or over the counter, in
particular through the acquisition or disposal of blocks of shares,
using options or other derivative financial instruments, or
warrants or, more generally, securities entitling their bearers to
shares of the Company, at the times that the Board of Directors
will determine.
The Board of Directors shall have all powers,
with the power to sub delegate in compliance with legislative and
regulatory conditions, in order to, in accordance with applicable
legislative and regulatory provisions, proceed with the permitted
reallocation of repurchased shares in view of one of the objectives
of the programme, to one or more of its other objectives, or even
their disposal, on or off the market.
2.5 Term of the
2023-2024
Share Buyback Program
According to the fourth (4th) resolution
proposed and accepted by the Shareholders’ Combined General Meeting
of 16 May 2023, this Program will have a maximum period
of eighteen (18) months from the date of said Combined General
Meeting and will therefore continue no later than 15 November 2024
(including) or until the date of its renewal by a Shareholders’
General Meeting, the one occurring first.
This authorisation concludes the authorisation
granted by the eighth (8th) resolution that was adopted by the
Shareholders’ Combined Meeting of 17 May 2022.
- LEGAL FRAMEWORK
Legal Framework
The legal framework used for this document shall be that in
force on 31 July 2023.It shall be noted that regulation may evolve
during time and its updates shall be taken into consideration.
- Regulation (EU) No 596/2014 of
the European Parliament and of the Council of 16 April 2014 on
market abuse (market abuse regulation) and repealing Directive
2003/6/EC of the European Parliament and of the Council and
Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC;
- Commission Delegated Regulation
(EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No
596/2014 of the European Parliament and of the Council with regard
to regulatory technical standards for the conditions applicable to
buy-back programs and stabilisation measures;
- Article L.225-206 and following of
the French Commercial Code (and updates);
- General Regulation of the French
Market Authority: Article L.221-1 and seq. and Article L.241-1 and
seq.;
- AMF Policy Documents.
Historical figures
The main features of the Share Buyback Programs
have been published on the website of the Company
(http://www.coface.com/Investors) and are also described in the
Universal Registration Documents.
Share Buyback Program |
General Assembly authorizing the
Program |
Decision to implement the Program by the Board of
Directors |
Transactions framework |
Liquidity Agreement |
LTIP |
Cancellation of shares |
2019 – 2020 |
16 May 2019 (Res .5) |
25 July 2019 |
Yes |
Yes1 |
No |
2020 – 2021 |
14 May 2020 (Res. 5) |
29 July 2020 |
Yes |
No |
Yes2 |
2021 – 2022 |
12 May 2021 (Res. 17) |
28 July 2021 |
Yes |
No |
No |
2022 – 2023 |
17 May 2022 (Res. 8) |
28 July 2022 |
Yes |
Yes3 |
No |
2023 – 2024 |
16 May 2023 (Res. 4) |
10 August 2023 |
Yes |
No |
No |
(1) Own shares transactions
Agreement, signed with Kepler Cheuvreux, from 26 February 2020 to
12 March 2020, to buy Coface’s shares for their allocation under
the LTIP. For more information, the reader should refer to the 2019
Universal Registration Document.(2) Own shares
transactions Agreement, signed with Kepler Cheuvreux, from 27
October 2020 to 29 January 2021, to buy Coface’s shares for their
cancellation. For more information, the reader should refer to the
2020 Universal Registration Document.(3) Own
shares transactions Agreement, signed with BNP Paribas Exane, from
13 September 2022 to 15 November 2022, to buy Coface’s shares for
their allocation under the LTIP. For more information, the reader
should refer to the 2022 Universal Registration Document.
|
Regulated
documents posted by COFACE SA have been secured and authenticated
with the blockchain technology by Wiztrust. You can check the
authenticity on the website www.wiztrust.com. |
- 2023 08 10 Share Buyback Program vDEF
Grafico Azioni Coface (EU:COFA)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Coface (EU:COFA)
Storico
Da Mag 2023 a Mag 2024