Description of the Lagardere SCA share buyback programme 2008-2009

Category

Finance

Paris, September 9, 2008

1 – Date of the Annual General Meeting that authorised the programme

29 April 2008

2 – Number of shares and corresponding percentage of share capital held by Lagardère SCA

Following the 29 April 2008 AGM:

  No. of shares % Capital
Directely held (*) 4,004,735 (2.99 %)
Indirectely held (*) :               0  
  ———————–  
  4,004,735 (2.99 %)

    As of 5 September 2008 (after the cancellation of 3,000,000 shares (2.23% of the Company’s capital) on 21 July 2008

    Directely held     1,004,735       (0.77 %)

    (*) After the merger into Lagardère SCA of MP 55, a Group subsidiary that previously held 707,627 of the Company’s shares.

    3 – Purposes for which treasury shares are held

    Following the 29 April 2008 AGM:

      No. of shares % of capital
    For allocation to employees (share grants, stock option plans,
    share exchanges with employees in the Press division, etc.)
        964,315 (0.72 %)
    To hold and exchange for other assets at a future date   3,040,420 (2.27 %)
        ———————–  
        4,004,735 (2.99 %)

    As of 5 September 2008 (following the share cancellations)

      No. of shares % of capital
     For allocation to employees (share grants, stock option plans,
    share exchanges with employees in the Press division, etc.)
       1,001,273 (0.76 %)
    To hold and exchange for other assets at a future date          3,462 (0.01 %)
     

      ———————–  
     

      1,004,735 

    (0.77 %)

    4 – Overview of the 2008 – 2009 programme

    Purposes:

    • To reduce the Company’s share capital by cancelling all or some of the purchased shares.
    • To allocate shares on the exercise of stock options.
    • To grant shares free of consideration to employees of the Company and related entities.
    • To award shares to employees as part of the profit-sharing scheme.
    • To make any other allocation of shares to employees of the Company and related entities in compliance with the applicable laws and regulations.
    • To hold the shares for delivery or exchange in connection with any future external growth transactions.
    • To maintain a liquid market in the Company’s shares through a liquidity agreement entered into with an independent investment services firm which complies with a code of ethics approved by the Autorité des Marchés Financiers.
    • To allocate shares on the exercise of rights attached to securities carrying rights to shares in the Company.
    • And more generally, to carry out any transactions in compliance with the applicable regulations and notably the market practices authorised by the Autorité des Marchés Financiers.


    Maximum portion of share capital and maximum number of shares that may be acquired under the programme:

    10% of the Company’s share capital as of 29 April 2008, representing 13,413,329 shares at that date.

    Based on the 1,004,735 treasury shares held as of 5 September 2008 (after the cancellation of 3,000,000 shares on 21 July 2008) and provided said shares are not transferred or cancelled during the programme, a maximum of 12,408,594 shares may be acquired under the programme, representing 9.46% of the Company’s current capital.

    Maximum purchase price per share: €80

    5 – Duration of the buyback programme

    18 months from the Annual General Meeting that authorised the programme, i.e. until 29 October 2009.

    6 – Summary of transactions carried out under previous programmes

    As of 29 April 2008:

    • Percentage of capital held directly and indirectly by the Company: 2.99%
    • Number of shares cancelled in the last 24 months: 8,561,474 (6% of the Company’s capital as of 25 April 2007
    • Number of Company shares held directly and indirectly in the portfolio: 4,004,735
    • Carrying amount of the portfolio: €188,298,995.40
    • Market value of the portfolio: €184,217,810 (based on a share price of €46.00) 

    Information on the 2007-2008 programme:

    Aggregate gross transactions
    for the period from 27 April 2007
    to 29 April 2008
    Open positions as of 29 April 2008
       Purchases Sales/
    transfers
    Open buy positions Open sell positions
      Purchased call options(*) Forward purchases Sold call options Forward sales
    Number of shares 3,073,518 221,715 8,038,002
    Average maximum expiry date  –  –  20 Nov. 2014 (**)  –  –  –
    Average transaction price (in €)  55.00  –  –  –  –  –
    Average exercise price  – 53.26 (***)   –  –
    Total amount (in €) 169,514,119.4   11,659,786.40  –  –  –

    (*) Taking into account termination clauses attached to sales with repurchase options (see press releases dated 3 and 10 November 2005)
    (**) Ranging between 19 December 2008 and 20 November 2014
    (***) Ranging between €46.48 and €56.97

    Copies of this press release are available on request from the Company's head office and from Arlis, 6 rue Laurent Pichat, 75016 Paris, which acts as the Company’s registrar.

     

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