Regulatory News:
Legrand (Paris:LR) is the global specialist in electrical and
digital building infrastructures. Its comprehensive offering of
solutions for commercial, industrial and residential markets makes
it a benchmark for customers worldwide. The Group harnesses
technological and societal trends with lasting impacts on buildings
with the purpose of improving life by transforming the spaces where
people live, work and meet with electrical, digital infrastructures
and connected solutions that are simple, innovative and
sustainable. Drawing on an approach that involves all teams and
stakeholders, Legrand is pursuing its strategy of profitable and
responsible growth driven by acquisitions and innovation, with a
steady flow of new offerings—including products with enhanced value
in use (faster expanding segments: datacenters, connected offerings
and energy efficiency programs). Legrand reported sales of €8.3
billion in 2022. The company is listed on Euronext Paris and is
notably a component stock of the CAC 40, CAC 40 ESG and CAC SBT 1.5
indexes. (code ISIN FR0010307819). https://www.legrandgroup.com
The Board of Directors of Legrand (“the
Company”) met on May 29, 2024 and agreed to set up a share
buyback program as authorized by shareholders at the Ordinary and
Extraordinary General Meeting held on May 29, 2024.
Established in accordance with articles 241-1
and following of the General Regulation of the French Financial
Markets Authority (Autorité des Marchés Financiers), this
description is drawn up for the purpose of setting out the
objectives and terms of Legrand’s share buyback program set up by
the Board of Directors of Legrand met on May 29, 2024 (“the
Share Buyback Program”), pursuant to the authorization granted
by the above-mentioned General Meeting of Shareholders.
I. Number of shares and percentage of
share capital held by the Company
On May 24, 2024, the Company’s share capital consisted of
262,245,733 shares.
At the same date, the Company held 527,248 of its own
shares.
II. Allocation by purpose of securities
held by the Company
On May 24, 2024, the 527,248 own shares held by the Company were
allocated by purpose as follows:
- 26,131 shares are allocated to a liquidity
agreement that complies with the Code of Ethics recognized by the
French Financial Markets Authority (Autorité des marchés
financiers) and is concluded with an independent investment
services provider, and
- 507,117 shares are allocated to the
implementation of any performance share plans under the provisions
of articles L. 225-197-1 and seq. and L.22-10-59 and L.22-10-60 of
the French Commercial Code.
III. Purposes of the new Share Buyback
Program
Legrand is considering buying back its own shares, or having
them bought back for the purposes of:
- ensuring the liquidity and active operation of the market in
Company shares through an investment service provider, acting under
a liquidity agreement in accordance with market practices
recognized by the Autorité des Marchés Financiers,
- implementing (i) any Company stock option plans in accordance
with Articles L.225-177 et seq. of the French Commercial Code or
any other similar plans, (ii) any employee share ownership
transactions reserved for members of a Company or Group savings
plan in accordance with Articles L.3332-1 et seq. of the French
Labor Code or providing for free share awards as a Company
contribution and/or in substitution for the discount according to
applicable laws and regulations, (iii) free share awards pursuant
to Articles L.225-197-1 et seq., L.22-10-59 and L.22-10-60 of the
French Commercial Code, and carry out any hedging transactions
relating to those transactions, at such times as the Board of
Directors or the person acting on behalf of the Board of Directors
deems appropriate, (iv) awards of shares to employees and/or
company officers of the Company or the Group according to
applicable laws and regulations,
- holding and subsequently transferring shares by way of exchange
or payment in the context of external growth transactions, merger,
demerger, or contribution in kind, inasmuch as the number of shares
acquired by the Company with a view to holding and using them at a
later date as payment for or in exchange for a merger, demerger, or
contribution in kind may not exceed 5% of the Company’s share
capital,
- delivering shares on the exercise of rights attached to
securities providing immediate or future access to the Company’s
shares, through redemption, conversion, exchange, presentation of a
warrant, or in any other way,
- canceling all or some of the shares thus purchased, subject to
the adoption of the sixteenth resolution submitted by the Combined
General Meeting of Shareholders of the Company on May 29, 2024,
or
- carrying out any other practices as may be permitted or
recognized by law or by the French Financial Market Authority
(Autorité des Marchés Financiers), or pursuing any other objective
complying with applicable regulations.
IV. Limit on the percentage of share
capital that may be acquired and maximum number of securities that
may be purchased pursuant to the Share Buyback Program, types of
securities that may be acquired under the Share Buyback Program,
maximum price and terms of purchase
1. Maximum percentage of share capital
that the Company may acquire and maximum number of securities that
may be purchased pursuant to the Share Buyback Program
The limit on the portion of the share capital that may be
repurchased under the Share Buyback Program is 10% of the total
number of shares representing the share capital at the date of the
Combined Ordinary and Extraordinary General Meeting of Shareholders
held on May 29, 2024, it being specified that, when shares are
bought to ensure the market liquidity of Legrand’s shares under the
conditions described above, the number taken into account for the
calculation of this 10% limit will be the number of shares bought
less the number of shares resold during the duration of the Share
Buyback Program.
In accordance with the provision of articles L.22-10-62 et seq.
and L.225-210 et seq. of the French Commercial Code, the number of
shares that Legrand may hold, directly or indirectly, at any time,
may not exceed 10% of the total number of shares forming the
Company's share capital at the relevant date.
2. Types of securities that may be
acquired under the Share Buyback Program
The only securities that may be acquired under this program are
Legrand shares. The shares purchased and held by the Company will
be stripped of their voting rights and will not be entitled to
dividends.
3. Maximum purchase price
The maximum price paid for purchases may not exceed €150 per
share of the Company under the Share Buyback Program (excluding
purchase expenses) or the equivalent value of that amount in any
other currency or currency unit established with reference to
several currencies on the same date, inasmuch as this price will be
adjusted as necessary to reflect capital transactions, in
particular capitalization of reserves, free share awards and/or
share splits or reverse splits.
The maximum amount allowed for the implementation of the Share
Buyback Program is €2 billion (or the equivalent value of this
amount in any other currency or currency unit established with
reference to several currencies on the same date).
4. Terms and conditions of
purchase
The acquisition, sale, transfer or exchange of shares may be
carried out, directly or indirectly, in particular by any third
party acting on behalf of the Company, at any time within the
limits authorized by the legal and regulatory provisions, outside
the periods of public offers on the Company's securities, on one or
more occasions and by any means, on any market, off-market,
including with systematic internalizers or by means of
over-the-counter transactions, block transfers, public offers, by
the use of any financial instrument, derivative product, in
particular by the implementation of option mechanisms, such as the
purchase and sale of call or put options or by the delivery of
shares following the issue of securities giving access to the
Company's share capital by conversion, exchange, redemption,
exercise of a warrant or in any other way, either directly or
indirectly through an investment services provider.
V. Duration of the Share Buyback
Program
The Share Buyback Program shall be implemented for a period of
eighteen months from the authorization granted by the Combined
Ordinary and Extraordinary General Meeting of Shareholders on May
29, 2024, i.e. until November 29, 2025 at the latest.
VI. Investment service
provider
Implementation of the Share Buyback Program
The Company will appoint an investment service provider acting
independently to assist it in implementing the Share Buyback
Program.
Liquidity contract
Under an agreement signed on August 3, 2020, Legrand entrusted
Exane with the implementation of a liquidity agreement of Legrand
with the aim of promoting the liquidity of Legrand shares and
ensuring more regular trading. Following BNP Paribas’s acquisition
of Exane in 2021, Exane has been subject of a merger operation
during the fourth quarter of 2023. Since the merger, BNP Paribas
Arbitrage is legally responsible for managing Legrand’s liquidity
agreement.
The total amount of this liquidity agreement is €26,3 million on
May 24, 2024.
VII. Transactions made under the
previous share buyback program
The Combined Ordinary and Extraordinary General Meeting of May
31, 2023, authorized the Board of Directors to implement, with the
option of sub-delegation, a share buyback program for a period of
eighteen months. A detailed description of the program implemented
by the Board of Directors on May 31, 2023 within the framework of
the authorization mentioned above is published on the Company’s
website.
The Company did not make use of derivative products.
* * *
During the Share Buyback Program, any significant change in any
of the information set forth above will be brought to the attention
of the public as soon as possible in compliance with the provisions
of article 221-3 of the General Regulations of the French Financial
Markets Authority (Autorité des marchés financiers).
A French société anonyme with capital of EUR
1,048,982,932 Registered at 128, avenue du Maréchal de Lattre de
Tassigny - 87000 Limoges, France 421 259 615 RCS Limoges
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