ALTRAN TECHNOLOGIES | Regulated information press release |
| April 27, 2018 |
| |
Description of the share buy-back program authorized by the combined general shareholders' meeting held on April 27, 2018
| Summary of the main features of the share buy-back program | |
| Issuer | Altran Technologies |
| Listing of shares | Euronext Paris - Compartment A |
| Securities | Altran Technologies' shares (ISIN code: FR0000034639) |
| Approval of the program | Combined general shareholders' meeting held on April 27, 2018 |
| Decision of implementation | Board of Directors' decision dated April 27, 2018 |
| Maximum buy-back authorized |
|
| Maximum unit purchase price | €20 (excluding purchasing costs) |
| Objectives of the buy-back program |
|
| Duration of the program | 18 months from the date of the general shareholders' meeting held on April 27, 2018, i.e. until October 26, 2019 at the latest |
Pursuant to article L. 451-3 of the French Monetary and Financial Code and articles 241-1 et seq. of the French Financial Markets Authority's (Autorité des marchés financiers) General Regulation, this description intends to present the objectives and the terms and conditions of Altran Technologies' (the "Company") share buy-back program as approved by the combined general shareholders' meeting held on April 27, 2018.
1. Allocation by objectives of the shares held by Altran Technologies
As of April 26, 2018, 184,892 shares were owned by the Company as part of the Exane-BNP Paribas liquidity contract.
In addition, the Company holds 3,023,073 treasury shares, mainly acquired between November 2014 and December 2016 through Crédit Agricole Cheuvreux, with a view to subsequently use them for payment or in exchange within the context of possible external growth operations and for free shares allocations.
The Company's share capital being made up of 257,021,105 shares, the Company held 1.25 % of the share capital on April 26, 2018.
2. Objectives of the program
The Company intends to implement the buy-back program of its shares covered by this description, which objectives are as follows:
- to stimulate the market for Altran Technologies shares through an investment services provider, by means of a liquidity contract that is consistent with the code of conduct approved by the French financial markets authority (AMF) and any other applicable provision;
- to honor stock options granted to employees of the Altran group within stock option programs in accordance with the provisions of Articles L. 225-177 et seq. of the French Commercial Code, to allocate free shares pursuant to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code or within the framework of any other of attribution, allocation, sale or transfer of shares to employees of the Altran group;
- to deliver shares, when subscription rights attached to securities issued by the Company or one of its subsidiaries are exercised, whether by redemption, conversion, exchange, presentation of a warrant or by any other manner, whether immediately or at a future date, as well as to carry out all hedging transactions relating to the aforesaid transactions, under the conditions set forth by law;
- to cancel shares;
- to use all or some of the shares purchased to retain and subsequently tender them as a mean of exchange or payment in potential external growth transactions in accordance with applicable regulations; or
- more generally, to carry out any transaction authorized by law or by regulations in force, now or in the future, or authorized by the French financial markets authority subsequent to this general shareholders' meeting held on April 27, 2018.
3. Maximum number and features of the shares concerned by the buy-back program
3.1. Maximum number of shares concerned by the buy-back program
The maximum number of shares is set at 10,000,000 in accordance with the authorization granted by the general shareholders' meeting held on April 27, 2018. In the event of any operation on the share capital of the Company, in particular through the incorporation of reserves, allocation of free shares, or division or consolidation of securities, the aforementioned number of shares shall be adjusted accordingly.
It being specified that when the shares are bought in order to favour liquidity, the number of shares taken into account for the calculation of this limit corresponds to the number of shares acquired, after deducting the number of shares resold over the duration of the authorization.
3.2. Shares concerned by the buy-back program
The securities that the Company is authorized to purchase are exclusively Altran Technologies' ordinary shares, that are all of the same category, registered or held as bearer shares, listed on Euronext Paris stock exchange, Compartment A (ISIN code: FR0000034639).
3.3. Maximum authorized unit purchase price
The maximum purchase price shall not exceed €20 per share (excluding purchasing costs), save any adjustment in case of any operation on the share capital of the Company.
3.4. Maximum overall amount payable by the Company
In accordance with the authorization granted by the general shareholders' meeting held on April 27, 2018, the maximum amount that the Company may allocate to the buy-back of its own shares shall not exceed €200,000,000 (excluding purchasing costs) save any adjustment in case of any operation on the share capital of the Company.
4. Buy-back terms and conditions
These purchase, sale or transfer of shares may be carried out and paid by all means, in one or more transactions, in the market or by private contract, including the purchase and sale of blocks of shares, through the use of options, notably the purchase of call options, or derivative instruments or warrants or securities conferring entitlement to shares in the Company, in compliance with regulations in force.
These transactions may not be carried out in the event of and until expiry of a public takeover bid by a third party, unless previously authorized by the general shareholders' meeting.
5. Duration of the buy-back program
This buy-back program has been authorized for an 18-months period from the date of the general shareholders' meeting held on April 27, 2018.
In accordance with the terms of article 241-2 II of the French Financial Markets Authority's General Regulation, during the implementation of the share buy-back program, any significant alteration of any of the information listed at article 241-2 I 3°, 4°, 5° of the French Financial Markets Authority's General Regulation appearing in the present description will be brought as soon as possible to the knowledge of the public in compliance with the terms set forth in article 221-3 of the French Financial Markets Authority's General Regulation.
About Altran
Altran ranks as the undisputed global leader in Engineering and R&D services (ER&D), following its acquisition of Aricent. The company offers clients an unmatched value proposition to address their transformation and innovation needs. Altran works alongside its clients, from initial concept through industrialization, to invent the products and services of tomorrow. For over 30 years, the company has provided expertise in aerospace, automotive, defense, energy, finance, life sciences, railway and telecommunications. The Aricent acquisition extends this leadership to semiconductors, digital experience and design innovation. Combined, Altran and Aricent generated revenues of €2.9 billion in 2017, with some 45,000 employees in more than 30 countries. www.altran.com
Contacts
Stéphanie Bia
Group Vice-President Investor Relations
Tel: + 33 (0)1 46 41 72 01
stephanie.bia@altran.com
Marine Boulot
Group Vice-President Communications
Tel: + 33 (0)1 46 41 71 73
marine.boulot@altran.com
Follow us on Twitter:
@Altran
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: ALTRAN TECHNOLOGIES via Globenewswire
