Christian Dior: Description of the Share Repurchase Program Approved by the Combined Shareholders` Meeting on October 26, 2012

Fri Dec 21, 2012 1:44pm EST

* Reuters is not responsible for the content in this press release.

http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20121221:nBw215782a

PARIS--(Business Wire)--
Regulatory News: 

Christian Dior (Paris:CDI): 

This document is a free translation into English of the original French
"Descriptif du programme de rachat d`actions autorisé par l`Assemblée générale
mixte des actionnaires du 26 octobre 2012". It is not a binding document. In the
event of a conflict of interpretation, reference should be made to the French
version, which is the authentic text.

Pursuant to the provisions of article L. 451-3 of the French Monetary and
Financial Code (Code monétaire et financier), Article 241-2 of the General
Regulations of the French Financial Markets Authority (Autorité des Marchés
Financiers), and to the Commission Regulation (EC) N° 2273/2003 of December 22,
2003, this description aims to set out the objectives and procedures for the
program relating to the repurchase by Christian Dior (the "Company") of its own
shares, as approved by the Combined Shareholders` Meeting of October 26, 2012. 

The program described here replaces the share repurchase program approved by the
Combined Shareholders` Meeting of April 5, 2012, the description of which has
been published on August 22, 2012. 

I.Date of the Shareholders` Meeting when authorisation for the program was given

Combined Shareholders` Meeting of October 26, 2012. 

II.Number of shares held by the Company and analyse by purpose

As of December 21, 2012 the Company`s share capital was comprised of 181,727,048
shares, all of the same class, of which 2,289,206 shares, representing
approximately 1.26% of its issued share capital, were held by the Company,
broken down as follows:

* 2,269,674 shares (1.25% of the Company`s issued share capital) held in
connection with current or future stock option plans, bonus shares plans and
other stock-related plans; 
* 19,532 shares (0.01% of the Company`s issued share capital) corresponding to
prior share repurchases made within the aim of stabilizing the share price.

The Company has not used derivatives. 

III.Objectives of the share repurchase program approved on October 26, 2012

The objectives of the share repurchase program approved by the Combined
Shareholders` Meeting of October 26, 2012 are as follows:

* to provide liquidity to the market (through purchases or sales of the
Company`s shares) by enlisting an independent investment services provider,
under a liquidity contract set up in accordance with the Code of Conduct of
AMAFI (the French association of financial market professionals); 
* to hold shares in connection with stock option plans, bonus shares plans, or
any other form of stock-related plans or share-based payment schemes set up in
favour of employees or company officers of the Company or of any other
affiliated undertaking as defined in the French Commercial Code (Code de
commerce), notably under articles L.225-180 and L.225-197-2; 
* to hold shares as a hedge to cover any securities issued by the Company giving
access to the Company`s capital, in particular by way of conversion, tendering
of a warrant or a right, repayment or exchange; 
* to cancel shares pursuant to the authorization to this effect given to the
Board of Directors at the Combined Shareholders` Meeting; or 
* to hold shares for subsequent remittance in exchange or in payment in the
context of potential external growth transactions.

IV.Maximum limit of share capital, maximum number of shares, share
characteristics and maximum purchase price

* Maximum limit of share capital that can be repurchased - Share
characteristics

The share repurchase program approved by the Combined Shareholders` Meeting on
October 26, 2012 applies to the ordinary shares of Christian Dior (ISIN code:
FR0000130403), admitted for trading on Compartment A of the regulated market of
NYSE Euronext in Paris. 

The maximum percentage of shares that can be repurchased under the program
approved by the Combined Shareholders` Meeting of October 26, 2012 is 10% of the
issued share capital of the Company on the date of the repurchase transaction,
with the understanding that the Company cannot hold, at any point of time, a
total number of shares in excess of 10% of its issued share capital. 

Notwithstanding the above, the number of shares that may be owned by the Company
for remittance in payment or in exchange in the context of a merger, spin-off,
or any other type of corporate combination, cannot exceed 5% of the company`s
issued share capital at the time of the transaction. 

For information, as of December 21, 2012, the threshold of 10% of the Company`s
issued share capital represents 18,172,074 shares. As a result, and after taking
into account the number of treasury shares held by the Company on this date
(2,289,206 shares), the maximum number of the Company`s shares that can be
repurchased by the Company amounts to 15,883,498 shares, equivalent to 8.74% of
its issued share capital as of this date.

* Maximum purchase price

The maximum purchase price approved by the Combined Shareholders` Meeting of
December 20, 2012 is 200 euros per share. The cumulative amount set aside for
these purchases cannot exceed 3.7 billion euros. 

However, in the case of a capital increase through the capitalization of
reserves and the allotment of bonus shares, as well as in cases of a stock split
or reverse stock split, the purchase price indicated above will be adjusted by a
ratio equal to the number of shares representing the share capital of the
Company before such transaction divided by the number of shares representing the
share capital of the Company after such transaction. 

V.Duration of the share repurchase program

The share repurchase program runs for 18 months from the date of its approval by
the Combined Shareholders` Meeting of October 26, 2012, and thus expires on
April 25, 2014. 

The present document is available on the Company`s website
(www.dior-finance.com) in the "Regulated information" section.

Christian Dior
+ 33 1 44 13 22 22 

Copyright Business Wire 2012
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.