Transaction in Own Shares • May 19, 2011
Transaction in Own Shares
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This Description if a free translation of the French original "Descriptif du programme de rachat".
The original French version of this Description is available on our website at www.ppr.com.
Pursuant to articles 241-2 of the Autorité des marchés financiers (AMF – the French financial market authority) general regulations and the European Regulation No. 2273 of December 22, 2003, the purpose of this programme description is to describe the objectives and the terms of the PPR share buy-back programme subject to the authorization of the Ordinary and Extraordinary Shareholders' Meeting on May 19, 2011.
The 819,022 own shares held as of May 18, 2011 are allocated as follows:
| Open positions as of May 18,2011 * | ||||
|---|---|---|---|---|
| Open positions for purchase | Open positions for sale | |||
| Call options purchased |
Forward purchases |
Call options sold | Forward sales | |
| Number of securities |
423,237 | |||
| Maximum average maturity |
06/10/2011 | |||
| Average exercise price |
€144.44 |
*the open positions comprise the outstanding forward purchases and sales and the call options not exercised.
PPR intention is to make use of the possibility to acquire it own shares, with the following objectives:
Maximum percentage of the share capital and maximum number of shares of PPR that may be purchased: 10% of the share capital (i.e., 12,682,918 shares as of May 18, 2011). Considering that the Company holds 819,022 of its own shares, the maximum number of shares which may be purchased amounts to 11,863,896 shares, representing 9.35% of the share capital.
Maximum purchase price: €160 per share. It should be noted that this price may be adjusted in case of transactions affecting the share capital, notably by way of capitalization of profits or reserves, allocation of shares without consideration to all shareholders, stock-split or reverse stock-split. Based on a €160 maximum purchase price, the amount to be invested for share buy-backs is set by the General Shareholders' Meeting at €2,029,266,880.
Implementation of the programme: share purchases, sales and transfers may be carried out by any method allowed under the applicable laws and regulations, including through the use of derivative instruments and by means of a block purchase or transfer of shares. The share buybacks may be carried out at any time, including during public offers for Company shares, in accordance with applicable laws and regulations.
Share buy-back programme duration and schedule: eighteen months as from the date of adoption of resolution by the May 19, 2011 Shareholders' Meeting, i.e., up to November 18, 2012.
The General Shareholders' Meeting gives the Board of Directors full powers, with the possibility to sub-delegate such powers, to carry out these transactions, to determine their final terms and conditions, to enter into all agreements and to complete all formalities.
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