GTT: Main terms and conditions of the share buy-back programme
02 Giugno 2021 - 7:47PM
GTT: Main terms and conditions of the share buy-back programme
GAZTRANSPORT & TECHNIGAZ
Société anonyme with a share capital of
€370,783.57
Registered office: 1 route de Versailles – 78470
Saint-Rémy-lès-Chevreuse, France
662 001 403 R.C.S. Versailles
Main terms and conditions of the share
buy-back programme in accordance with the conditions and
obligations set by Articles 241-1 and seq. of the General
Regulations of the Autorité des marchés
financiers (AMF)
Implementation of the share buy-back
programme authorised by the Combined Shareholders’ meeting on
May27, 2021
Issuer: GTT / ISIN code: FR
0011726835 (compartment A)
Stock concerned : Ordinary
shares
Implementation authorized by:
Combined Shareholders’ meeting on May27, 2021
Implementation decision date:
May 27, 2021
Maximum proportion of the share capital
that may be acquired pursuant to the Shareholders’
authorization: 10% of the number of ordinary shares
composing GTT’s share capital, or, for indicative purposes
3,707,835 shares on the basis of the capital as at December 31,
2020.
It is specified that:
(i) the acquired
shares for the retaining and later delivery (in exchange, payment
or other) as part of an acquisition transaction, limited to 5% of
the capital;
(ii) when the shares
are bought back to stimulate trading as part of a liquidity
contract, the number of shares taken into account for the
calculation of the 10% limit corresponds to the number of shares
purchased, less the number of shares sold back over the period of
the authorization;
(iii) the Company
may not directly or indirectly own more than 10% of its
capital.
Maximum purchase price: €120
per share (fees not included).
Maximum amount of purchases authorized
by the programme: €444,940,200.
Objectives of the
programme:
- the implementation of any share purchase option plan of the
Company under the provisions of Articles L. 225‑177 and following
of the French Commercial Code, or any similar plan;
- the allocation or sale of shares to employees or corporate
officers of the Company or Group companies under the conditions and
in accordance with the procedures allowed by law, notably with
respect to company profit-sharing, or the allocation of free
shares, or in the case of share purchase options, or as part of a
group savings scheme or any other company savings scheme existing
in the Group;
- the delivery of shares upon the exercise of rights attached to
securities giving right to repayment, conversion, exchange,
presentation of a warrant, or any other means of allocating shares
of the Company;
- more generally, to honour the obligations linked to share
option programs or other plans for allocation of shares to
employees or corporate officers or those of an associated
company;
- the retaining and later delivery of shares (in exchange,
payment or other) as part of an acquisition transaction, limited to
5% of the number of shares comprising the share capital;
- the cancellation of all or a part of the shares bought back;
and
- the stimulation of the secondary market or the liquidity of the
shares by an investment services provider acting under a liquidity
contract in compliance with the code of ethics recognised by the
AMF.
This share buyback program would also be
intended to allow the Company to operate for any other authorised
purpose or purpose that would be authorised by any applicable laws
or regulations in force and to implement any practice that would be
allowed by the Autorité des Marchés Financiers. In such event, the
Company would inform its shareholders through a press release.
The acquisition, sale or transfer of shares may
be carried out, on one or more occasions, by any means authorised
by the legal and regulatory provisions in force, on regulated
markets, multilateral trading facilities, systematic internalisers
or over‑the‑counter, including by acquisition or sale of blocks of
shares (without limiting the portion of the buyback program that
may be carried out by this means), by public purchase or exchange
offer, or by use of options or other forward financial instruments
or by delivery of shares following the issue of securities giving
access to the Company’s capital by conversion, exchange,
redemption, exercise of a warrant or in any other manner, either
directly or indirectly through an investment services provider.
The Board of Directors may use this
authorisation at any time, within the limits authorised by legal
and regulatory provisions and those provided for in this resolution
(except during a period of public offer for the Company’s
shares).
Programme duration: from the
release of this description of the programme and until November 26,
2021, i.e. a period of 18 months as from the date of the Combined
Shareholders’ meeting dated May 27, 2021.
Breakdown of the treasury shares
held: At June 1, 2021, the Company held 100 shares in the
frame of its liquidity agreement signed with Rothschild Martin
Maurel to make a market in GTT shares, and compliant with the AMAFI
ethical charter recognised by the AMF, and held 234,219 shares,
representing 0.63% of the share capital pursuant to a share
buy-back agreement and the share buy-back through Engie's
accelerated book building process dated May 26, 2021.
This document is published, in accordance with
the AMF General Regulations, on June 2, 2021 prior to the
implementation of the programme.
- GTT - PR Descriptif du programme de rachat d_actions 2021
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