MARCY L’ÉTOILE, France--(BUSINESS WIRE)--Regulatory News:
- Issuer: bioMérieux S.A. / ISIN: FR 0013280286 (compartment A).
- Relevant securities: ordinary shares;
- Maximum stake proposed to the Annual Shareholders’ Meeting of June 30, 2020: 10% of the number of shares making up the Company’s share capital (at any time, as this percentage applies to a share capital adjusted according to the transactions affecting it); as of June 30, 2020, these 10% of capital represent 11 836 122 shares ;
- Maximum buyback percentage of shares purchased by the Company to be held and subsequently delivered as payment or in exchange as part of a merger, spin-off or contribution: 5%;
- Maximum unit purchase price: the unit purchase price must not exceed €200 per share (excluding acquisition costs);
- Total cost of program: the maximum theoretical cost of implementing this program is €2.367.224.400 (maximum theoretical amount not taking into account the shares owned by the Company). However, the Board could adjust the aforementioned purchase price in the event of a change in the share’s par value, of an increase in capital through the capitalisation of reserves and granting of free shares, of share splits or consolidation, of capital redemption or reduction, of the distribution of reserves or other assets, or of any other transactions affecting equity, in order to take into account the incidence of such transactions on the share value.
Objectives of the share buy back program:
- maintain a liquid secondary market for bioMérieux's shares through market-making transactions carried out by an independent investment firm under a liquidity agreement that complies with the decisions of the French Financial Markets Authority (AMF);
- ensure the hedging of stock option plans and/or free share plans (or equivalent plans) for the benefit of Group employees and/or corporate officers, as well as all share allocations or sales under a Company or Group savings plan (or a similar plan) for profit sharing and/or any other form of allocation of shares to Group employees and/or corporate officers;
- reduce the Company's share capital by cancelling shares subject to the limits laid down by law;
- retain the shares purchased and to swap them again at a later date for exchange, or as payment as part of any external expansion acquisitions;
- implement any market practices permitted or that may be permitted by the market authorities.
The acquisition, sale and transfer of the Company's shares may be carried out by any means, in part through the use of derivatives, whether on the stock market or over the counter, excluding the sale of put options save in the case of exchanges in accordance with applicable regulations. No restriction applies to the portion of buybacks carried out through block trades, which may account for the entire program.
- Term of the program : from the date of the « description of the program » and until the end of the Annual General Meeting called to approve the financial statements for the year ending 31 December 2020, subject to the limit of an eighteen-month period from the Annual Shareholders’ Meeting on June 30, 2020.
Breakdown per objective of shares held by the Company as of June 30, 2020
At June 26, 2020, morning, the Company’s share capital is made up of 118,361,220 shares. At this date, the Company held 559 621 shares :
- of which 15 523 shares under the liquidity agreement with ODDO BHF, which is compliant with market practice as approved by the AMF, with effective date on July 2, 2018. The shares purchased by ODDO BHF were acquired exclusively to maintain a liquid market in the Company’s shares through market-making transactions carried out by an independent investment service provider under a liquidity agreement that complies with the AMAFI Code of Ethics approved by the AMF;
- of which 63 908 shares under an agency agreement entered into with the Natixis with the sole objectives of delivering shares upon the exercise of rights in connection with free share grants to employees of the Company or companies within the Group, as well as under the MyShare employees shareholding plan.
The purchase, sale and transfer of the aforementioned securities was carried out to meet two of the program’s objectives approved by the Annual Shareholders’ Meetings of May 17, 2018 and May 23, 2019, i.e. maintaining a liquid market in the Company’s shares through market-making transactions carried out by an independent investment service provider under a liquidity agreement that complies with the AMAFI Code of Ethics, approved by the AMF and delivering shares upon the exercise of rights in connection with free share grants to employees of the Company or companies within the Group, as well as under the MyShare employees shareholding plan. The Company has not cancelled any shares in the last 24 months and acquired no shares prior to April 16, 2014, date on which the new share buyback program under the new regulation from the European Market Abuse Directive entered into force.
The Company has not used derivatives as part of this share buyback program and there have been no open positions to buy or sell derivatives at the date this buyback program description was published.
Société anonyme au capital de 12 029 370 euros
Siège social : 69280 Marcy l'Etoile
673 620 399 RCS LYON