Axway Software: 2021 - 2022 Share Buyback Program
29 Luglio 2021 - 05:45PM
Business Wire
Regulatory News:
In accordance with the provisions of Article 241-2 et seq. of
the General Regulations of the Autorité des marchés financiers
(AMF), Article L 451-3 of the French Financial and Monetary Code,
and European regulations and AMF decision no. 2018-01 of July 2,
2018, the purpose of this description is to set out the aims and
the terms and conditions of AXWAY SOFTWARE's (hereinafter the
“Company”) (Paris:AXW) share buyback program, the implementation of
which was delegated to the Board of Directors, with the power to
sub-delegate to its Chief Executive Officer, by the Combined
General Meeting of May 25, 2021.
I. Breakdown by objectives of the equity securities on June
30, 2021
On June 30, 2021, the Company held 6,328 treasury shares
representing 0.03% of its share capital.
On this date, all these shares were used for market-making
purposes to ensure the liquidity of the Axway Software share under
a liquidity agreement and approved by the AMF.
No derivatives were used by Axway Software in the context of its
previous share buyback program.
II. Description of the new share buyback program
1. Issuer and securities
Axway Software is the issuer and the securities are the
Company's ordinary shares, admitted for trading in Compartment B of
the NYSE Euronext Paris regulated market under ISIN code
FR0011040500.
2. Date of the General Shareholders' Meeting that authorised
the program
The Combined General Meeting of May 25, 2021 (in its thirteenth
resolution).
3. Maximum share of capital and maximum number of shares that
may be acquired
Shares may be purchased pursuant to the share buyback program up
to the limit of 10% of the Company's share capital, i.e. 2,135,106
shares to date. This ceiling is calculated on the basis of the
number of shares making up the capital on the repurchase date, it
being specified that the total number of shares purchased by the
Company to be retained or exchanged in an acquisition, merger,
spin-off or contribution may not exceed 5% of the Company's
shares.
Considering the 6,328 shares already held (0.03% of the share
capital), the maximum number of shares that the Company may acquire
through this new share buyback program is 2,128,778, or 10% of the
share capital, unless the Company transfers or cancels some or all
of its existing holding.
4. Maximum purchase price of the securities
The Combined General Meeting on May 25, 2021 authorised a
maximum purchase price per share of €47 (excluding acquisition
costs), i.e. a maximum for the program totalling €100,349,982
excluding acquisition costs.
At its meeting on July 27, 2021 the Company’s Board of Directors
shall subdelegate the implementation of the share buyback program
to its Chief Executive Officer, who set a maximum purchase price
per share (excluding acquisition costs) of €47, in accordance with
the authorisation granted by the General Meeting. This limit may be
revised if necessary.
5. Program objectives
The objectives of the share buyback program authorised by the
General Meeting of May 25, 2021 are:
- enabling secondary market making or ensuring the liquidity of
Axway Software shares through an investment services provider via a
market-making agreement that complies with regulations, it being
noted that the number of shares used to calculate the
aforementioned limit is equal to the number of shares bought back,
less the number of shares sold;
- retaining shares that are bought back for subsequent exchange
or use as consideration in acquisitions, mergers, spin-offs and
asset contribution transactions;
- providing coverage of share purchase option plans and/or free
share plans (or similar plans) for employees and/or the company
officers of the Group, as well as granting shares through a Group
or Company savings plan (or similar plan), Company profit-sharing
and/or all forms of assigning shares to employees and/or company
officers of the Group;
- providing coverage of securities conferring entitlement to the
grant of shares in the Company in view of regulations in
force;
- potentially cancelling the shares acquired, pursuant to the
authorisation granted by the General Shareholders’ Meeting of May
25, 2021 in its 14th extraordinary resolution;
- pursuing any other objective which is authorised or will be
authorised by the regulations in force.
6. Share buyback program terms and conditions
The transactions effected under the share buyback program
established by the Company may be carried out, on one or more
occasions, by any means authorised under applicable regulations, on
or off market, on a multi-lateral trading platform, with a
systematic internaliser or over the counter, in particular by means
of the purchase or sale of share blocks, or alternatively through
the use of derivatives traded on a regulated market or over the
counter (such as call and put options or any combination thereof)
or warrants or more generally securities convertible into shares in
the Company under the terms and conditions
permitted by the competent market authorities and as and when
decided by the Board of Directors or any person acting on the
instructions of the Board of Directors. It should be noted that the
portion of the share buyback program carried out by means of the
acquisition of blocks of shares is unlimited and may represent the
full amount of said program.
7. Program term
The program will run for a period of eighteen (18) months from
the date of the authorisation by the Combined General Meeting of
May 25, 2021 i.e. until November 24, 2022 included.
This document is available on the Company's website, Investor
Relations section: https://investors.axway.com/en/calendar-publications/publications
A French Société anonyme with a share capital
of €42,702,132 Registered office: PAE Les Glaisins - 3 rue du Pré
Faucon - Annecy-le-Vieux 74940 Annecy 433 977 980 RCS Annecy
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