GTT : Main terms and conditions of the share buy-back programme
GAZTRANSPORT ET TECHNIGAZSociété
anonyme with a share capital of €370,783.57Registered office: 1
route de Versailles – 78470 Saint-Rémy-lès-Chevreuse,
France662 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 June
12, 2024
Issuer: GTT / ISIN code: FR
0011726835 (compartment A)
Stock concerned : Ordinary
shares
Implementation authorized
by:Combined Shareholders’ meeting on June 12, 2024
Implementation decision
date:June 12, 2024
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,
2023.
It is specified that:
(i) the number of
shares acquired for retention and their subsequent presentation in
a merger, split or contribution transaction cannot exceed 5% of its
share capital;
(ii) when the shares
are bought back to improve liquidity under the conditions defined
by the general regulations of the Autorité des Marchés Financiers
(AMF), the number of shares used for calculating the
above-specified 10% limit corresponds to the number of shares
bought, less the number of shares sold, during the period of the
authorisation;
(iii) the Company
may not directly or indirectly own more than 10% of its
capital.
Maximum purchase price: €190
per share (fees not included).
Maximum amount of purchases authorized
by the programme: €704,488,650.
Objectives of the
programme:
• the implementation of any share purchase
option plan of the Company under the provisions of
Articles L. 225-177 et seq. of the French Commercial
Code, or any similar plan;
• the allocation or sale of shares to
employees or corporate officers of the Company or of Group
companies under the conditions and in accordance with the
procedures allowed by law, notably with respect to Company
profit-sharing; or the implementation of any employee savings
scheme under the conditions provided for by law, specifically
Articles L. 3332-1 et seq. of the French Labour Code, the
sale of shares previously acquired by the Company pursuant to this
resolution or providing for the free allocation of these shares in
the form of a top-up of Company securities and/or to replace the
discount;
• 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 of the Company 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 part of the
shares bought back under a resolution of a Shareholders’ Meeting in
force; 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 market
practice recognised by the Autorité des Marchés Financiers.
This share buyback program would also be
intended to allow the Company to operate for any other permitted
purpose or which would become permitted 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 tender offer 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 the 14th
resolution of the Annual General Meeting held on June 12, 2024
(except during a period of tender offer filed by a third party for
the Company’s shares).
Programme duration: from the
release of this description of the programme and until December 11,
2025, i.e. a period of 18 months as from the date of the Combined
Shareholders’ meeting dated June 12, 2024.
Breakdown of the treasury shares
held: As at June 12, 2024, the Company holds 0 shares as
part of its liquidity agreement signed with Rothschild Martin
Maurel for the purpose of stimulating the market in GTT shares, and
compliant with the ethical charter recognised by the AMF, and holds
67 435 shares outside the liquidity, representing a total of 0.18 %
of the share capital .
This document is published on June 13, 2024, in
accordance with the AMF General Regulations, prior to the
implementation of the programme.
- GTT - PR Descriptif du programme de rachat d_actions 2024
EN
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