Description of the regulatory framework of the share repurchase program proposed by the Board of Directors to be approved at Ipsen S.A.’s Annual General Meeting on 28 May 2024
May 28 2024 - 12:00AM
Description of the regulatory framework of the share repurchase
program proposed by the Board of Directors to be approved at Ipsen
S.A.’s Annual General Meeting on 28 May 2024
PARIS, FRANCE, 28 May 2024 - In accordance
with the provisions of Article L.22-10-62 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, the
Delegated Regulation No 2016/1052 of 8 March 2016, and the General
Regulation of the French Autorité des Marchés Financiers (AMF), the
present description aims to describe the objectives and
characteristics of the repurchase by the Company of its own shares,
that it could in theory implement. This repurchase is proposed to
the authorization of today’s (28 May 2024) Annual General Meeting
in its 15th 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 2024 and the notice of meeting in the BALO on 6 May 2024.
Date of the Annual 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 Annual General Meeting today, 28
May 2024, in its 15th resolution.
Characteristics of the share repurchase program
proposed to the approval of the Annual General Meeting
Objectives
The objectives of the share repurchase program
to be proposed at today’s (28 May 2024) Annual General Meeting are
to:
- stimulate the secondary market or ensure the liquidity of Ipsen
shares through the activities of an investment service provider in
the form of a liquidity agreement compliant with the practices
authorized under the regulations, it being specified that within
this context, the number of shares used to calculate the
below-mentioned limit corresponds to the number of shares
purchased, decreased by the number of shares sold;
- retain the purchased shares and subsequently deliver them for
an exchange in the context of a merger, demerger or contribution 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 (including affiliated companies or economic
interest groups) as well as all 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, in accordance with the
authorization granted or to be granted by the Extraordinary Annual
General Meeting.
Characteristics:
These share purchases, sales, transfers or
exchanges may be carried out by all means, including on the market
or off-market, by multilateral trading facilities or through
systematic internalizers, 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
public offer period initiated by a third party for the Company’s
shares and until the end of the offer 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 authorization proposed to the Annual
General Meeting on 28 May 2024 is set, in accordance with Articles
L.22-10-62 et seq and L.225-210 of the French Commercial Code, at a
possible repurchase within the limit of a maximum number of shares
that may not represent more than 10 % of the total number of shares
comprising the share capital (i.e., 8,381,452 shares as of today),
specifying that this limit is considered as of the date of the
repurchases, adjusted, if applicable, to take into account possible
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 this 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 may not hold more than 10% of
its share capital, and considering the number of shares already
held amounting, on 30 April 2024, to 1,109,181 (representing about
1.32% of the share capital), the maximum theoretical number of
shares that may be repurchased would be 7,272,271, representing
about 8.68% of the share capital, unless transfers or cancellations
of shares already held.
The maximum purchase price proposed to today’s
(28 May 2024) Annual General Meeting is set at €200 per share.
Consequently, the theoretical maximum amount likely to be devoted
to these repurchase would be set by the Annual General Meeting at
€1,676,290,400 based on a number of 83,814,526 shares.
Duration
In accordance with the 15th resolution proposed
to today’s (28 May 2024) General Meeting, any repurchase of shares
may be implemented within a period of 18 months following the date
of this General Meeting, i.e. until 27 November 2025.
This authorization will cancel and supersede the
previous authorization granted by the General Meeting on 31 May
2023 in its 15th ordinary resolution.
The present publication is available on the
Company’s website (www.ipsen.com).
- Ipsen - Description of the share repurchase program - 28 May
2024
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