Transaction in Own Shares • Apr 23, 2009
Transaction in Own Shares
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For further information, please contact: Beat Werder +33 (0)1 46 98 71 39 Chief Communications Officer Marco Circelli +44 (0) 207 553 8106 Head of Investor Relations
INFORMATION RELATING TO ARTICLES 221-1 ET SEQQ. AND 241-1 ET SEQQ. OF THE GENERAL REGULATIONS OF THE AMF [FINANCIAL MARKETS AUTHORITY]
It is reminded, if needs be, that the Shareholders' General Meeting of May 7, 2008 of SCOR SE (hereinafter the "Company"), in its 6th resolution, authorized the Company's Board of Directors to carry out transactions on the shares of the Company in the framework of a share buyback program (hereinafter the "2008-2009 Share Buyback Program"), the principal characteristics of which have been defined in the description posted on the Company's website and released on Hugin on 19 May 2008.
In its 6th resolution, The Company's Shareholder's General Meeting held on April 15, 2009 authorized the Company's Board of Directors, with the power to subdelegate, to carry out transactions on the shares of the Company in the framework of a share buyback program (hereinafter the "2009-2010 Share Buyback Program"), the principal characteristics of which are defined below.
SCOR SE holds 5,130,966 treasury ordinary shares of EUR 7.8769723 nominal value (hereinafter the "Shares"), corresponding to 2.79% of its capital.
The Company's shares are listed on the Eurolist market of NYSE-Euronext Paris.
The breakdown by objectives of the Shares held as of 17 April 2009 is as follows:
| Objective | Number of Shares acquired |
Global purchase value |
Average purchase price (in euros) |
|---|---|---|---|
| Shares | (in euros) | Shares | |
| Stimulation of the secondary market or the liquidity of the Company's shares by an investment services provider through a liquidity |
2008 1 314 601 |
2008 17 409 650 |
2008 13,24 |
| agreement compliant with a professional ethics charter recognized by the Financial Markets Authority |
2009 1 215 215 |
2009 18,432,050.68 |
2009 15,17 |
| Implementation of any stock option plan of the Company within the framework of the provisions of Articles L.225-177 et seqq. of the French Commercial Code |
- | - | - |
| Free allocation of shares to employees and/or company representatives |
2008 2 609 934 |
2008 39 249 861,46 |
2008 15,04 |
| 2009 125 731 |
2009 1 835 169,68 |
2009 14,60 |
|
| Allocation of shares to employees and, where applicable, company representatives for the purpose of participating in the results of the company's expansion and implementing any company savings plan, under the conditions specified by law, in particular within the framework of Articles L.443-1 et seqq. of the French Labor Code |
- | - | - |
| Purchasing of shares for keeping and later remittal for exchange or as payment within the framework of possible external growth operations |
2008 3 753 696, Dont 3 459 075 |
2008 55 634 429,33 |
2008 14,82 |
| pour l'achat de Prévoyance Ré et |
52 033 277,93 | 15,04 | |
| 294 621 transférés au PAA |
3 601 151,40 | 12,22 | |
| - | |||
| Remittal of shares during the exercise of rights attached to securities giving access to the capital |
- | - | - |
| Cancellation of shares bought back in this way, within the limits established by law |
2008 - |
||
| 2009 129 139 |
- | - |
SCOR SE 1, av. du Général de Gaulle 92074 Paris La Défense Cdx France Tél + 33 (0) 1 46 98 70 00 Fax + 33 (0) 1 47 67 04 09 www.scor.com RCS Nanterre B 562 033 357 Siret 562 033 357 00020 Société Européenne au Capital
de 1 450 523 984,67 Euros
The purchases and sales of SCOR SE shares within the framework of the 2009-2010 Share Buyback Program may be carried out for all purposes allowed or that may be authorized by the laws and regulations in force, and in particular towards the following objectives, corresponding to the provisions of European Commission Regulation No. 2273/2003 of December 22, 2003 or to market practices allowed by the Financial Markets Authority:
| Authorized objective | For the New Shares |
|
|---|---|---|
| 1. | Stimulation of the secondary market or the liquidity of the SCOR shares by an investment services provider through a liquidity agreement compliant with a professional ethics charter recognized by the Financial Markets Authority |
yes |
| 2. | Setting-up, implementation or hedging of any stock option plan, other plans for attribution of shares and, generally, any form of attribution to employees and/or officers of the Company and/or of affiliated companies, notably hedging of any Company stock option plan pursuant to the provisions of Articles L. 225- 177 and seqq. of the French Commercial Code, attribution of Company shares at no cost in the context of the provisions of Articles L. 225-197-1 and seqq. of the French Commercial Code, attribution of Company shares as participation in profits generated by the expansion of business (participation aux fruits de l'expansion de l'entreprise) or attribution or transfer of Company shares within the framework of any employee saving plan (plan d'épargne salariale), notably in the context of the provisions of Articles L. 3321-1 and seqq., and L. 3332-1 and seqq. of the French Labor Code |
yes |
| 3. | Purchasing of shares for keeping and later remittal for exchange or as payment within the framework of possible external growth operations |
yes |
| 4. | Remittal of shares during the exercise of rights attached to securities giving access to the capital |
yes |
| 5. | Cancellation of the shares bought back, within the limits established by the law and subject to authorization by the Extraordinary General Meeting of the shareholders of the Company |
yes |
Securities concerned: Shares listed on the Eurolist market of NYSE-Euronext Paris under the codes:
The maximum purchase price is set at EUR 30 (thirty euros) per Share (acquisition costs excluded). In case of capital increase by incorporation of reserves and free allocation of shares, and in case of splitting or regrouping of shares, this maximum price will be adjusted by a multiplication factor equal
SCOR SE 1, av. du Général de Gaulle 92074 Paris La Défense Cdx France Tél + 33 (0) 1 46 98 70 00 Fax + 33 (0) 1 47 67 04 09 www.scor.com RCS Nanterre B 562 033 357 Siret 562 033 357 00020 Société Européenne au Capital de 1 450 523 984,67 Euros
to the relation between the number of securities comprising the capital prior to the operation and such number after the operation.
The Shareholders' General Meeting of April 15, 2009 set the maximum number of shares able to be bought back within the framework of the 2009-2010 Share Buyback Program at 10% of the share capital, it being specified (i) that when the shares are purchased in order to enhance liquidity on the share under the conditions set out by the general regulations of the French Financial Markets Authority (Autorité des Marchés Financiers), the number of shares taken into account for the calculation of the 10% limit shall correspond to the number of shares purchased, after deduction of the number of shares resold during the period covered by the authorization, (ii) that the number of shares acquired by the Company with a view to their retention and subsequent remittance as payment or in exchange in connection with a merger, spin-off or contribution may not exceed 5% of its capital, pursuant to the provisions of Article L.225-209, paragraph 6, of the French Commercial Code, (iii) that, in the context of the use of this authorization, the number of treasury shares held must be taken into account so that the Company always remains within the limit of the number of treasury shares held being equal to a maximum of 10% of the share capital, and (iv) that such limit shall, as necessary, be adjusted in order to take into account transactions affecting the share capital following this Shareholders' General Meeting, and that the direct share acquisitions carried out by the Company may in no event cause it to hold, directly or indirectly, more than 10% of the share capital, it being specified that the aggregate amount that the Company may assign to the buyback of its own shares shall be set in accordance with the provisions of Article L. 225-210 of the French Commercial Code.
The acquisition, sale or transfer of shares may be carried out by any means, on the market or by mutual agreement, including, in particular, by the acquisition or sale of blocks or by the use of derivative financial instruments, listed on a regulated stock exchange or transacted by mutual agreement, or by the implementation of optional strategies under conditions authorized by the stock exchange authorities. Such transactions may be carried out at any time except during a public offering period, in accordance with regulations in force.
The Shareholders' General Meeting held on April 15, 2009 authorized the Company's Board of Directors, with the power to subdelegate, to carry out transactions on its own shares for a duration ending on the next Annual General Meeting of the Shareholders convened to approve the financial statements ended December 31, 2009 which will in no event exceed a maximum period of eighteen (18) months from the date of such authorization. The 2009-2010 Share Buyback Program will have the same duration as the authorization granted by the General Meeting to the Board of Directors.
SCOR SE 1, av. du Général de Gaulle 92074 Paris La Défense Cdx France Tél + 33 (0) 1 46 98 70 00 Fax + 33 (0) 1 47 67 04 09 www.scor.com RCS Nanterre B 562 033 357 Siret 562 033 357 00020 Société Européenne au Capital de 1 450 523 984,67 Euros
| Shares | Cumulative gross cash flows * | Positions open at the date of publication of the program description ** |
||||
|---|---|---|---|---|---|---|
| Purchases | Sales/Transfers | Positions open for purchase | Positions open for sale | |||
| Number of Shares | 8,911,710 | 7,439,377 | - | - | - | - |
| Maximum average term |
- | - | - | - | - | - |
| Average transaction price1 |
12.63 | 12.16 | - | - | - | - |
| Average exercise price |
- | - | - | - | - | - |
| Amounts | 112,540,229.63 | 90,442,482.98 | - | - | - | - |
* The cumulative gross cash flows include the cash purchase and sale operations as well as the option operations and forward operations exercised or having fallen due.
** The open positions include the forward purchases or sales not having fallen due as well as purchase options not exercised.
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