Klémurs:Description of the Share Buyback Program Being Submitted to a Vote of the Shareholders at Their Annual Meeting on April 6, 2010
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PARIS--(Business Wire)--
Regulatory News:
Klémurs (Paris:KMU):
Drawn up in compliance with the relevant sections of Articles 241-1 and
following of the General Rules of the AMF (Autorité des marchés financiers),
this description of the share buyback program is intended to explain the purpose
and workings of the program to repurchase company stock that will be submitted
to a vote of the shareholders at their annual general meeting on April 6, 2010
(the 2010 Share Buyback Program).
IDESCRIPTION OF KLEMURS
Klémurs is a real estate company whose development strategy is to build a real
estate portfolio originating primarily in the outsourcing of real estate assets
by large businesses in the retail sector (restaurants, distribution, goods and
services).
At year-end 2009, Klémurs owns 345 real estate assets, including 157 Buffalo
Grill restaurant properties and 97 retail stores of the Vivarte group. Its
holdings are valued at 619.4 million euros including transfer duties.
Klémurs has been trading on Euronext Paris since December 7, 2006 (Compartment
C).
IIPRINCIPAL CHARACTERISTICS OF THE 2010 SHARE BUYBACK PROGRAM
1.General description of the 2010 Share Buyback Program
Management would like Klémurs to continue to have a share buyback program.
For this reason, the shareholders of Klémurs will be asked on April 6, 2010 to
render void, effective immediately, the authorization granted to Management by
the shareholders on April 7, 2009, by ratifying the eighth resolution and by
authorizing a share buyback program that complies with the relevant provisions
of Articles L. 226-1 and L.225-209 and following of the French Commercial Code.
Under this program, Management may repurchase up to but no more than 10% of the
Company`s share capital, it being understood that the number of shares will be
adjusted in the following cases: a change in the par value of the share, a
capitalization of reserves, an allotment of free shares, a splitting or bundling
of shares, a distribution of reserves or other assets, an amortization of
capital, or any other transaction that affects the shareholders` equity, to take
into account its impact on the value of the share.
The number of shares acquired for the purpose of holding them for later
remittance in connection with a merger, spin-off or partial business transfer
may not exceed 5% of the share capital.
2.Date of shareholders` meeting called to approve 2010 Buyback Program
This buyback program will be submitted to the approval of the shareholders of
Klémurs at their annual meeting on April 6, 2010.
3.Shares held by the Company on April 5, 2010
As of April 5, 2010, the total number of its own shares held directly or
indirectly by Klémurs was 13,670 shares, representing 0.17% of the Company`s
share capital and valued at 210,741.97 € (book value).
4.Analysis of Klémurs treasury shares held by purpose on April 5, 2010
On April 5, 2010,
- 13,670 shares are allocated for use in connection with the liquidity agreement
drawn up with EXANE BNP Paribas on November 27, 2006 and in force since December
12, 2006, in accordance with market practices accepted by the AMF and the AFEI`s
code of conduct for such agreements, authorizing their purchase, sale,
conversion, disposal, transfer or loan of shares, notably to stimulate trading
in the market or counter adverse trends.
5.Objectives of the 2010 Buyback Program
The Company wishes to be able to exercise all options allowable by law with
respect to transactions involving its own stock. The objectives of this program
are as follows:
* stimulating trading in the secondary market or stock liquidity within the
framework of a liquidity agreement with an independent investment services
provider, in compliance with the AFEI`s code of conduct for liquidity contracts
recognized by the AMF; or
* remitting (in exchange, for consideration or otherwise) shares in connection
with transactions related to external growth, mergers, spin-offs or partial
transfers of business assets; or
* remitting shares in connection with the exercise of rights attached to
securities with a claim to the equity capital of the company by way of
redemption, conversion, exchange, presentation of a warrant or in any other
manner; or
* completing buy, sell or transfer transactions through any means by a supplier
of investment services, particularly in connection with OTC transactions; or
* cancelling some or all of the shares acquired in this manner, contingent upon
the adoption by the shareholders of the ninth extraordinary resolution which is
submitted to their vote on the meeting of April 6, 2010, under the terms and
conditions set forth; or
* granting or selling shares to employees as part of Company profit-sharing
plans or employer-sponsored savings plan pursuant to applicable legislation in
force, in particular articles L. 3332-1 and following of the French Labor Code.
The objectives of the 2010 Buyback Program are contingent upon adoption by the
shareholders of the eighth resolution submitted to a vote at the meeting on
April 6, 2010.
6.Maximal share of capital to be acquired and maximum number of shares that may
be acquired under the 2010 Buyback Program
The maximal share of capital that the shareholders would authorize Management to
repurchase would be 825 000 shares, i.e. 10% of the Company`s share capital on
the date of the shareholders` meeting (April 6, 2010).
As a reminder, the maximum number of shares that may be acquired by the Company
for the purpose of holding them for subsequent use as exchange or consideration
in connection with a transaction involving a merger, spin-off or partial
transfer of business assets is 412 500 shares, i.e., 5% of share capital on
April 6, 2010, the date of the meeting.
The maximum number of shares that can be acquired under the 2010 Buyback Program
is 811,330 shares based on the share capital on April 5, 2010 and the number of
own shares already owned on April 5, 2010.
7.Maximum authorized purchase price
The maximum purchase price per share is €30, it being specified that this price
would be adjusted in the following cases: a change in the par value of the
share, a capitalization of reserves, an allotment of free shares, a splitting or
bundling of shares, a distribution of reserves or other assets, a capital
amortization, or any other transaction that affects the Company`s share capital,
to take into account its impact on the value of the share.
The maximum amount of funds that can be used to finance the 2010 Buyback Program
is € 24,339,900 € calculated on the basis of a maximum purchase price of €30 per
share and the share capital of Klémurs on April 5, 2010.
8.Duration of the 2010 Buyback Program
Under the eighth resolution that will be submitted to the shareholders for a
vote on April 6, 2010, the stock buyback program can be implemented over a
period of eighteen months as of this date, i.e., until October 6, 2011.
9.Buyback procedures
This stock may be repurchased at any time, using all means allowable under
applicable stock market regulations, through public stock market transactions or
otherwise, and in particular may include the use of bundled shares, which may
reach the upper limit of the share buyback program. The Company shall endeavor
to avoid significantly increasing the volatility of its stock price, and shall
endeavor to maintain a sufficient stock float, compatible with the trading of
its stock on Euronext Paris.
Consequently, the shareholders will be asked on April 6, 2010 to ratify the
delegation to Klémurs Management of all powers required to implement the 2010
Buyback Program.
Finally, pursuant to the relevant sections of Article L. 241-2 of the general
regulations of the AMF, any change in any aspect of the information disclosed in
this description shall be made public in the most timely possible manner, in
accordance with the procedures indicated in Article L. 221-3 of the general
regulations of the AMF, in particular the obligation to make this new
information available at Company headquarters and online.
III - REVIEW OF THE STOCK BUYBACK PROGRAM AUTHORIZED ON APRIL 7, 2009 (2009
BUYBACK PROGRAM)
In connection with the authorization granted by the shareholders at their
ordinary and extraordinary meeting on April 7, 2009 to repurchase shares of the
Company (the 2009 Buyback Program) under the terms and conditions set forth in
the description of the program published on Klémurs` website on April 7, 2009,
28,617 shares were bought back for an average price of 13.81 € per share and
36,384 shares were sold for an average price of 14.22 € per share between April
7, 2009 and April 5, 2010.
Under the terms of this authorization, the maximum purchase price was set at €30
per share.
On April 5, 2010:
Percentage of capital owned directly and indirectly in the form of own shares: 0.17%
Number of shares cancelled in the last 24 months: 0
Number of shares in the portfolio: 13,670 shares
Book value of the portfolio: € 210,741.97
Fair value of the portfolio: € 215,986
(Stock price: € 15.8)
The Company did not use derivatives in connection with the previous share
buyback program.
OVERVIEW, APRIL 7, 2009THROUGHAPRIL 5, 2010
AGGREGATE MOVEMENTS OPEN POSITIONS AT THIS TIME
Purchases Sales Open buy positions Open sell positions
Total Of which sold in the market Of which allocated to employees
Number of shares 28,617 36,384 36,384 NA Purchase options purchased Forward purchases Purchase options sold Forward sales
Average maximum due date or maturity NA NA NA NA NA NA NA NA
Average transaction price (€) 13.81 14.22 14.22 NA NA NA NA NA
Average exercise price NA NA NA NA NA NA NA NA
Amounts (€) 395,309.56 517,455.94 517,455.94 NA NA NA NA NA
Klémurs
Copyright Business Wire 2010
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