IPSEN: Description of the Regulatory Framework of the Share Repurchase Program Proposed by the Board of Directors to Be Appro...
May 28 2019 - 12:30AM
Business Wire
Regulatory News:
In accordance with the provisions of Article L. 225-209 et seq.
of the French Commercial Code, the European Regulation (EU) No
596/2014 of the European Parliament and of the Council of 16 April
2014 and the General Regulation of the French Autorité des Marchés
Financiers (AMF), the present document aims to describe the
objectives and characteristics of the repurchase by the Company of
its own shares, that it could in theory implement, and proposed to
the authorization of the Combined Shareholders’ Meeting today, 28
May 2019, in its 12th resolution. The preliminary notice of meeting
including the agenda and the draft resolutions has been published
in the Bulletin des Annonces Légales Obligatoires (BALO) on 17
April 2019 and the notice of meeting in the BALO on 8 May 2019.
Date of the General Meeting called to authorize the
repurchase of IPSEN’s own shares
The authorization for the Company to repurchase its own shares
is proposed to the Combined Shareholders’ Meeting today, 28 May
2019, in its 12th resolution.
Number of shares held directly or indirectly by the Company
as of 30 April 2019
As of 30 April 2019, the Company holds 629,383 of its own shares
representing 0.75% of the Company’s share capital.
Number of shares held identified by objective as of 30 April
2019
- Stimulation of the share price through
AMAFI liquidity agreement: 31,270
- External growth transactions: 0
- Hedging of stock purchase options and
other employee share ownership system: 598,113
- Hedging of securities giving right to
shares: 0
- Cancellation: 0
Characteristics of the share repurchase program proposed to
the approval of the Combined Shareholders’ Meeting
The objectives of the share repurchase program to be proposed at
the Shareholders’ Meeting today, 28 May 2019, are to:
- Stimulate the secondary market or
ensure the liquidity of IPSEN shares through the activities of an
investment services provider via a liquidity agreement compliant
with the practices allowed by regulations, it being specified that
in this framework, the number of shares used to calculate the
above-mentioned limit corresponds to the number of shares
purchased, decreased by the number of shares sold;
- Retain the purchased shares and
subsequently deliver them within the context of an exchange or a
payment related to possible external growth transactions;
- Ensure the hedging of stock option
plans and/or free shares plans (or similar plans) in favor of Group
employees and/or corporate officers as well as allocations of
shares under a Company or Group savings plan (or a similar plan),
as part of the sharing of the Company’s profits and/or all other
forms of allocation of shares to Group employees and/or corporate
officers;
- Ensure the coverage of negotiable
securities giving rights to the allocation of Company shares in
accordance with the regulations in force;
- Possibly cancel acquired shares,
subject to the authorization granted or to be granted by the
Extraordinary Shareholders’ Meeting.
Purchases, sales, transfers or exchanges may be carried out by
all means, including on the market or off- market or by
multilateral negotiations systems or through systematic
internalizers, or over-the-counter, including through the
acquisition or sale of blocks of securities, and at any times as
the Board shall see fit. The Company would reserve the right to use
options or derivative instruments in accordance with applicable
regulations. The transactions could not be carried out during a
takeover bid period.
- Maximum amount of share capital that
could be acquired, maximum number and characteristics of the
corresponding shares, maximum repurchase price:
The maximum percentage of shares that might be repurchased
pursuant to the terms of the resolution proposed to the
Shareholders’ Meeting on 28 May 2019 is set, according to Article
L. 225-209 of the French Commercial Code, at a possible repurchase
of 10% of the total number of shares comprising the share capital
(i.e., 8,380,876 shares as at today), specifying that the said
limit is considered as of the date of the repurchases, adjusted, if
applicable, to take into account the potential share capital
increases or reduction that may occur during the period covered by
the program. The number of shares taken into account for the
calculation of the said limit corresponds to the number of shares
repurchased, deducted by the number of shares sold during the
program in connection with the liquidity purpose.
Since the Company is not allowed to hold more than 10% of its
share capital, and considering the 629,383 shares already held as
of 30 April 2019 (representing 0.75% of the share capital), the
maximum theoretical number of shares that may be repurchased would
be 7,751,493, representing 9.25% of the share capital, unless
transfers or cancellations of shares already held.
The maximum purchase price proposed to the Shareholders’ Meeting
today, 30 May 2019, is set at €250 per share. Consequently, the
theoretical maximum amount likely to be devoted to these repurchase
would be set by the Shareholders’ Meeting at €2,095,219,000 based
on a number of 83,808,761 shares.
In accordance with the resolution proposed to the Combined
Shareholders’ Meeting to be held today, 28 May 2019, any repurchase
of shares may be implemented within a period of 18 months following
the date of the Shareholders’ Meeting, i.e. until 27 November
2020.
This authorization will cancel and supersede the previous
authorization granted by the Shareholders’ Meeting on 30 May 2018
in its fourteenth ordinary resolution.
The present publication is available on the Company’s website
(www.ipsen.com).
About Ipsen
Ipsen is a global specialty-driven biopharmaceutical group
focused on innovation and Specialty Care. The group develops and
commercializes innovative medicines in three key therapeutic areas
- Oncology, Neuroscience and Rare Diseases. Its commitment to
Oncology is exemplified through its growing portfolio of key
therapies for prostate cancer, neuroendocrine tumors, renal cell
carcinoma and pancreatic cancer. Ipsen also has a wellestablished
Consumer Healthcare business. With total sales over €2.2 billion in
2018, Ipsen sells more than 20 drugs in over 115 countries, with a
direct commercial presence in more than 30 countries. Ipsen's
R&D is focused on its innovative and differentiated
technological platforms located in the heart of the leading
biotechnological and life sciences hubs (Paris-Saclay, France;
Oxford, UK; Cambridge, US). The Group has about 5,700 employees
worldwide. Ipsen is listed in Paris (Euronext: IPN) and in the
United States through a Sponsored Level I American Depositary
Receipt program (ADR: IPSEY). For more information on Ipsen, visit
www.ipsen.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20190527005285/en/
MediaChristian MarcouxSenior Vice President,
Global Communications+33 (0)1 58 33 67
94christian.marcoux@ipsen.com
Financial CommunityEugenia LitzVice President,
Investor Relations+44 (0) 1753 627721eugenia.litz@ipsen.com
Fanny AllaireDirector, Ipsen France Hub, Global
Communications+33 (0)1 58 33 58
96fanny.allaire@ipsen.com
Myriam KoutchinskyInvestor Relations Manager+33 (0)1 58
33 51 04myriam.koutchinsky@ipsen.com
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