COVIVIO (EPA:COV) - Covivio: description of the share buy-back program authorized by Shareholders’ Meeting held on 22 April 2020
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22/04/2020 23:00
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Description of the share buy-back program authorized by the Ordinary andExtraordinary Shareholders' Meeting held on 22 April 2020
SUMMARY OF THE MAIN FEATURES OF THE SHARE BUY-BACK PROGRAM
Issuer Covivio
Share listing Euronext Paris - Compartiment A and the MTA
of the Milan Stock Exchange (Mercato
Telematico Azionario) market
Shares concerned Covivio Shares (ISIN Code: FR0000064578)
Authorization of the transaction Ordinary and Extraordinary Shareholders'
Meeting of 22 April 2020
Implementation decision Board of Directors' decision
of 22 April 2020
Maximum amount of funds
allocated to the share
buy-back program EUR150,000,000
Maximum purchase price
per share EUR135 (excluding acquisition costs)
Main objectives of the
share buy-back program - Implementation of a liquidity contract
entered into with an investment services
provider under the conditions and in
accordance with the procedures provided
by regulations and authorized market
practices;
- Allocation to corporate officers or
employees of the Company and/or
its group companies;
- Delivery of shares upon exercise of
rights attached to securities giving
the right to the allocation of shares;
- Holding and payment or exchange in
connection with any external growth,
merger, demerger or contribution
transactions;
- Cancellation of shares;
- Use in connection with any other practice
that may be authorized by law or the
Autorité des marchés financiers or any
other purpose that may be authorized by
applicable law or regulation.
Duration of the program Eighteen (18) months starting from the
Ordinary and Extraordinary Shareholders' Meeting, i.e. until 21 October 2020
Pursuant to Articles 241-1 to 241-5 of the Règlement général de l'Autorité
des marchés financiers (AMF), the purpose of this document is to describe the
objectives and terms of the share buy-back program authorized by the Ordinary
and Extraordinary Shareholders' Meeting of Covivio held on 22 April 2020 and
its estimated impact on the situation of shareholders.
INFORMATION ON THE SHARE BUY-BACK PROGRAM
1. OBJECTIVES OF THE SHARE BUY-BACK PROGRAM AND USE OF THE SHARES REPURCHASED
The objectives of the share buy-back program authorized by the nineteenth
resolution approved by the Ordinary and Extraordinary Shareholders' Meeting of
22 April 2020 are the following:
- allocate the shares to corporate officers or employees of the Company and/or
its group companies under the conditions and in accordance with the terms and
conditions provided for by the applicable legal and regulatory provisions in
the context of (i) profit-sharing plans, (ii) stock options or share purchase
options regime provided for in Articles L. 225-177 et seq. of the French
Commercial Code, (iii) free allocation of shares regime provided for in
Articles L. 225-197-1 et seq. of the French Commercial Code and (iv) any
company savings plan, as well as carry out any hedging transactions relating
to these transactions, under the conditions provided for by the market
authorities and at such times as the Board of Directors or the person acting
upon the Board of Directors' authorization may determine;
- deliver the shares upon the exercise of rights attached to securities giving
right, immediately or in the future, by redemption, conversion, exchange,
presentation of a warrant or by any other way to the allocation of shares of
the Company, as well as carry out any hedging transactions in connection with
the issuance of such securities, under the conditions provided by the market
authorities and at such times as the Board of Directors or the person acting
upon the Board of Directors' authorization may determine;
- retain the shares and subsequently use them as payment or exchange in
connection with any external growth, merger, demerger or contribution
transactions;
- cancel all or part of the shares by reducing the share capital (in particular
with a view to optimizing cash management, return on equity or earnings per
share) pursuant to the twenty-second resolution of the Ordinary and
Extraordinary Shareholders' Meeting of 22 April 2020;
- improve the liquidity of Company's shares and ensure the Company's share
price stability or avoid price discrepancies not justified by market trends
under a liquidity contract entered into with an investment services provider
operating independently, under the conditions and in accordance with the
procedures provided by regulations and authorized market practices and in
compliance with a code of ethics approved by the Autorité des marchés
financiers;
- and also for any other practice that may be authorized by law or the
Autorité des marchés financiers or any other objective that may be authorized
by applicable law or regulation. In such a case, the Company would inform its
shareholders by way of a press release.
In the context of the achievement of the fifth objective referred to above, in
order to avoid excessive volatility of the share price, Covivio entrusted Exane
BNP Paribas (investment services provider), as of 11 July 2005, the
implementation of a liquidity contract.
A new liquidity contract was entered into with Exane BNP on 10 January 2019 in
accordance with Regulation (EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse, Commission Delegated Regulation
(EU) 2016/908 of 26 February 2016 supplementing Regulation (EU) No 596/2014,
and AMF Decision No 2018-01 of 2 July 2018 establishing liquidity contracts on
capital securities as an accepted market practice.
On 22 April 2020, the Board of Directors decided to implement a new share
buy-back program, notably through the extension of the existing liquidity
contract entered into with Exane BNP Paribas, under the same conditions and on
the basis of a maximum purchase price of EUR135 per share (excluding
acquisitions costs). For the continuation of this contract, scheduled from the
implementation of this program, Covivio maintained the resources allocated to
the liquidity account.
In connection with the implementation of this program, the maximal amount of
funds allocated to the share buy-back program amounts to EUR150,000,000.
2. NUMBER OF SHARES HELD BY COVIVIO - BREAKDOWN OF THE SHARES HELD PER
OBJECTIVES
Before 22 April 2020, a share buy-back program was authorized by the Ordinary
and Extraordinary Shareholders' Meeting of Covivio which was held on 17 April
2019, the terms and conditions were described in the description of the said
program made public on 17 April 2019.
As of 22 April 2020, Covivio holds as of the date of this description:
- 83,257 shares pursuant to the liquidity contract; and
- 236,886 shares assigned to cover employee stock ownership as part of (i)
plans of free assignment of Company's shares to Covivio's employees and/or
corporate officers and (ii) placement of the profit-sharing (plus the related
contribution) in shares of the Company by employees of the Group.
The Company did not use any derivatives under this previous share buy-back
program.
3. LEGAL FRAMEWORK
This program is made in accordance with the provisions of:
- Regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (MAR);
- Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing
Regulation (EU) No 596/2014 of the European Parliament and of the Council
with regard to regulatory technical standards for the conditions applicable
to buy-pack programmes and stabilisation measures;
- Articles L. 225-209 et seq. of the French Commercial Code;
- Article L 451-3 of the French Monetary and Financial Code;
- Articles 241-1 et seq. of the general regulation of the AMF;
- AMF Instruction No 2017-03 of 2 February 2017 on the methods for notifying
transactions carried out as part of dealings by listed issuers in their own
shares and stabilisation measures;
- AMF Decision No 2018-01 of 2 July 2018 establishing liquidity contracts on
capital securities as an accepted market practice and any other provisions
referred to therein;
- AMF Position-recommendation No 2017-04 of 2 February 2017 on the guide
relating to trading by issuers in their own shares and stabilisation
measures.
This buy-back program was authorized by the nineteenth resolution approved by
the Ordinary and Extraordinary Shareholders' Meeting of 22 April 2020.
4. TERMS
4.1 Characteristics of the shares concerned by the share buy-back program
Covivio ordinary shares (ISIN Code: FR0000064578), all of the same category,
bearer or registered, listed on Euronext Paris - Compartiment A and the MTA
(Mercato Telematico Azionario) market of the Milan Stock Exchange.
4.2 Maximum portion of the share capital that may be acquired and maximum
amount payable by Covivio
Pursuant to the resolution approved by the Ordinary and Extraordinary
Shareholders' Meeting of Covivio held on 22 April 2020, the number of shares
that the Company is authorized to purchase shall no exceed 10% of the shares
composing the Company's share capital (at any given time, this percentage shall
apply to the share capital taking into account transactions affecting it after
the Shareholders' Meeting), i.e. 8,725,782 shares on the date of this
description.
It is specified that in the event of a purchase under the liquidity contract,
the number of shares considered for the calculation of the limit of 10% of the
above-mentioned amount of share capital shall correspond to the number of
shares purchased, less the number of shares resold during the term of this
authorization.
However, the number of shares purchased in view of conserving them and handing
them over subsequently for payment or exchange within the context of a merger,
demerger or contribution, shall not exceed 5% of the Company's share capital.
The maximum purchase price per share is set at EUR135 (excluding purchase
costs).
On the basis of the number of shares composing the share capital on the date of
this description (87,257,829 shares) and taking into account 320,143 treasury
shares, the maximum number of shares that is likely to be purchased would
amount to 8,405,639 shares. However, it is recalled that pursuant to the
nineteenth resolution approved by the Ordinary and Extraordinary Shareholders'
Meeting of Covivio held on 22 April 2020, the maximum amount of funds allocated
to the share buy-back program is one hundred and fifty million euros
(EUR150,000,000).
4.3 Terms and conditions of the repurchase
The acquisition, sale, exchange or transfer of shares may be carried out at any
time, except as from the filing by a third party of a tender offer on the
Company's shares, until the end of the offer period, and by any means, i. e. on
the market or by private agreement, including by acquisition or sale of blocks
of shares, or by using financial instruments, in particular derivative
financial instruments traded on a regulated or over-the-counter market, such as
call or put options or any combination thereof, or by using warrants, under the
conditions authorized by the competent market authorities and at such times as
the Company's Board of Directors may determine. The maximum portion of share
capital acquired or transferred under the form of blocks of shares may reach
the entire program.
In the event of a change in the par value of the share, a capital increase by
incorporation of reserves, a free allocation of shares, a split or regrouping
of shares, a distribution of reserves or of any other assets, a capital
depreciation or any other transaction relating to the shareholders' equity, the
purchase and sale prices will be adjusted by decision of the Board of Directors
to take into account the impact of these transactions on the value of the
share.
4.4 Duration of the share buy-back program and calendar
This share buy-back program shall be implemented within a limited period of
eighteen (18) months starting from the date of the Ordinary and Extraordinary
Shareholders' Meeting, i.e. until 21 October 2021 at the latest.
4.5 Financing of the share buy-back program
The acquisitions will be financed in part by Covivio's own resources or, where
applicable, by means of debts for additional needs that exceed its
self-financing.
5. UNIVERSAL REGISTRATION DOCUMENT
The universal registration document of Covivio for the year ended 31 December
2019 was filed within the Autorité des marchés financiers on 20 March 2020
under number D.20-0149.
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