Nexity: Main terms and conditions of the share buy-back programme in accordance with the conditions and obligations set by Ar...
May 19 2021 - 12:30PM
Nexity: Main terms and conditions of the share buy-back programme
in accordance with the conditions and obligations set by Articles
241-1 to 241-7 of the General Regulations of the Autorité des
marchés financiers (AMF)
NEXITY
Société anonyme
with a share capital of
€280,648,620
Registered office: 19, rue de Vienne –
TSA 50029 -
75801 PARIS Cedex 08
444 346 795 RCS Paris
Main terms and conditions of the share
buy-back programme in accordance with the conditions and
obligations set by Articles 241-1 to 241-7 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
May 19, 2021
Issuer: Nexity / ISIN code FR
0010112524 (compartment A)
Stock concerned: Ordinary
shares
Implementation authorized by:
Combined Shareholders’ meeting on May 19, 2021
Implementation decision date:
May 19, 2021
Maximum proportion of the share capital
that may be acquired pursuant to the Shareholders’
authorization: 10% of the number of ordinary shares
composing the Company share capital (at any time, this percentage
being applied to capital adjusted for transactions affecting
it),or, for indicative purposes, as at May 19, 2021, 5,612,972
shares, it being specified that on this date, the Company already
holds 805,039 shares.
It is specified that when the shares are bought
back to stimulate trading as part of a liquidity contract, under
the conditions defined by the General Regulations of the Autorité
des Marchés Financiers, 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.
Maximum purchase price: €73.67
(fees not included)
Maximum amount of purchases authorized
by the current programme: €300,000,000
Objectives in decreasing order of
priority:
- the animation of the market for
Nexity shares by an investment services provider under a liquidity
contract in accordance with the accepted market practice
established by the Autorité des marchés financiers; or
- the allocation of free shares under
the provisions of Articles L. 22-10-59, L. 22-10-60 and L.
225-197-1 et seq. of the Commercial Code; or
- the implementation of any Company
stock option plan under the provisions of Articles L. 22-10-56 et
seq. and L. 225-177 et seq. of the French Commercial Code or any
similar plan; or
- the allotment or sale of shares to
employees in connection with their participation in the fruits of
the company's expansion or the implementation of any company or
group savings plan (or similar plan) under the conditions laid down
by law, in particular Articles L. 3332-1 et seq. of the Labor Code;
or
- generally, to honor obligations
related to stock option programs or other allocations of shares to
employees or officers of the issuer or an associated company;
or
- the delivery of shares upon the
exercise of rights attached to securities giving access to the
capital by redemption, conversion, exchange, presentation of a
warrant or in any other way; or
- to cancel all or part of the shares
thus repurchased by way of a capital reduction in accordance with
the authorization granted to the Board of Directors by today's
Meeting in its twentieth resolution.
The shares may be acquired, sold or transferred
at any time within the limits authorized by the legal and
regulatory provisions in force, except during a public offering
period, by any means, including on regulated markets, multilateral
trading facilities, with systematic internalizers or
over-the-counter, including by the acquisition or sale of blocks of
shares, by public tender or exchange offers, or by the use of
options or other forward financial instruments traded on regulated
markets, multilateral trading facilities, with systematic
internalisers or over-the-counter, or by delivery of shares
following the issue of securities giving access to the Company's
capital by conversion, exchange, redemption or exercise of a
warrant, either directly or indirectly through an investment
services provider, or in any other way (without limiting the
portion of the buyback program that may be carried out by any of
these means).
Programme duration: from the
release of this description of the programme and until November 18,
2022, i.e. a period of 18 months as from the date of the Combined
Shareholders’ meeting dated May 19, 2021.
Breakdown by objectives of the treasury
shares held as at May 19, 2021:As of May 19, 2021, Nexity
held 805,039 shares representing 1.4% of its share capital, which
have been allocated to the following objectives:
- 72,365 shares allocated to the
liquidity of transactions and the regularity of the Nexity share
price or to the absence of price shifts not justified by market
trends under a liquidity contract entered into with an investment
services provider acting independently, in accordance with market
practices approved by the AMF. Nexity has entered into this
liquidity agreement, which came into force on January 6, 2021, with
EXANE, an investment service provider,
- 732,674 shares held for allocation
to officers or employees of the Company and/or its group companies
under the free share allocation scheme provided for in Articles
L.22-10-59, L.22-10-60 and L.225-197-1 et seq. of the Commercial
Code.
In accordance with the law and regulations in
force, these shares are deprived of dividend rights and voting
rights.
Nexity did not use derivatives in connection
with the implementation of this program.
Previous share buyback program:
the previous share buyback program was authorized by the
Shareholders’ General Meeting on May 19, 2020 and launched the same
day after publication of a program description.
Nexity did not use derivatives in connection with
the implementation of this program.
This document is published, in accordance with
the AMF General Regulations, on May 19, 2021 prior to the
implementation of the programme.
- 20210519_PR_Main terms and conditions of the share buy-back
programme
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