Paris, July 10, 2006
DESCRIPTION OF THE LAGARDERE SCA SHARE BUYBACK PROGRAM 2006-2007
1 – Date of the general meeting of shareholders who authorized the program
2 May 2006
2 – Number of securities and share capital held by Lagardère SCA
Directly: 2,639,590 (1.86%)
Indirectly: 707,627 (0.29%)
Total: 3,347,217 (2.35%)
3 – Breakdown by objectives of equity securities held as of 1 May 2006
|Allocation to stock option plans||1,860,684|
|Allocation to exchanges with employees of Hachette Filipacchi Medias for their shares from this company resulting from the exercise of options to take out shares||778,906|
|Allocation to the holding objective to prepare for a later exchange||707,627|
4 – Characteristics of the 2006-2007 program
- Reducing capital by cancelling all or part of acquired shares.
- Remittance or exchange of shares upon the exercise of rights attached to securities giving access, in any manner, to the company’s capital.
- Allotment of shares to beneficiaries of stock options exercising their right.
- Allotment of bonus shares to employees of the company and of related companies.
- Allotment of shares to employees in the context of a profit-sharing scheme.
- Any other allotment of shares to employees of the company and of related companies within the terms and conditions defined by applicable legal stipulations.
- Holding and subsequent remittance in exchange or payment as part of external growth transactions.
- Coordination and regulation of the market for the company’s shares in the context of liquidity agreements entered into with an independent investment service provider, the terms of which shall be in accordance with an ethics charter recognized by l’Autorité des Marchés Financiers (the financial market authorities).
- And, more generally, completion of any other transaction in accordance with regulations and, in particular, with market practices accepted by l’Autorité des Marchés Financiers.
Maximum share capital and maximum number of securities that may be acquired:
10% of capital or 14,224,445 shares as of 2 May 2006.
In light of the 3,347,217 shares held directly or indirectly as of 2 May 2006, and in the case that these are not transferred or cancelled during the program, the percentage of capital and the number of shares that may be acquired would then be respectively 7.65% and 10,877,228 shares.
Maximum purchase price per security: €80
5 – Duration of the buyback program
18 months as of the general meeting, or until 2 November 2007.
6 – Summary of transactions made in the context of previous programs
Situation as of 1 May 2006
|Percentage of directly and indirectly self-held capital||2.35%|
|Number of shares cancelled over the past 24 months||0|
|Number of securities held in portfolio||3,347,217|
|Portfolio book value||€155,290,504.26|
|Portfolio market value||
Information about the 2005-2006 program
|Cumulative gross flows forthe period from 11 May 2005 to 1 May 2006||Positions open on 1 May 2006|
|Positions open for buying||Positions open for selling|
|Purchases||Sales/ transfers||Boughtcall options (*)|| Forward
|Number of securities||211,721||2,282,053||5,121,762||Nil||Nil||Nil|
|Average maximummaturity date||–||–||10 December 2011 (**)||–||–||–|
|Average price oftransactions in euros||46.68||43.28||–||–||–||–|
|Average exercise price||–||–||50.72||Nil||Nil||Nil|
|Total amount in euros||9,883,693.77||98,779,495.13||–||–||–||–|
(*) And termination clauses attached to sales with options for repurchase (see press releases from 3 and 10 November 2005).
(**) In intervals between 19 December 2008 and 20 November 2014.
Information about the 2004-2005 program
As information supplementing that provided in the memo about the 2005-2006 buyback program that was the subject of the 11 April 2005 AMF document no. 05-244, the transactions performed between 31 March 2005 (date on which the information given in the above-mentioned memo was fixed) and 10 May 2005 (general meeting date) are summarized below:
Including sales on the market
|Including transfers to employees|
|Number of securities||–||116,350||–||116,350|
|Average price oftransactions in euros||–||53.64||–||53.64|
|Total amount in euros||–||6,241,091.50||–||6,241,091.50|
This publication is available at the company’s registered office and from Arlis, 6 Rue Laurent Pichat, 75116 Paris, which oversees the company’s Share division.
It includes information that has been added since the 2 May 2006 publication.
French limited partnership with shares, with capital of €866,456,932
Head office: 4 Rue de Presbourg, 75116 Paris, France
320 366 446 RCS Paris
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