241 / 266
241
2014 Registration Document
Information about the Company and the capital
7
Information on the capital
7.2.3
Treasury shares buybacks
TREASURY SHARES
At December 31, 2014, the Company held 10,281,473 treasury shares
(1,40% of capital).
The market value of Carrefour shares held based on the final quoted
price for 2014 of €25.30, was €260 million.
March 23, 2015, Carrefour announces the successful completion of
the disposal of 12.7 million treasury shares, representing about 1.73%
of its share capital.
The share disposal was carried through a private placement by way of
an accelerated bookbuilding at a price of 31 euros per share, for a total
amount of 393.7 million euros.
Of the 12.7 million treasury shares sold, 9.3 million shares were directly
owned by Carrefour and 3.4 million shares were indirectly owned through
an equity swap. These shares correspond to the excess coverage of
Carrefour’s obligations under stock option plans and free share allotments.
None of the Issuer’s subsidiaries held Carrefour company shares.
SHARE BUYBACK
The Ordinary and Extraordinary General Shareholders’ Meeting held
on April 15, 2014, deliberating pursuant to Article L. 225-209 of the
French Commercial Code, authorised the Board of Directors to purchase
Company shares, enabling it to use the option of dealing in treasury
shares, in particular to:
■
engage in market making activities with respect to Carrefour shares
through an investment services provider, in the context of a liquidity
contract conforming to the professional rules approved by the French
Financial Markets Authority (
Autorité des Marchés Financiers
);
■
fulfill any stock option plan in respect of the Company, free share
allocation or other forms of allocation of shares or compensation
related to the share price, to employees or corporate officers of the
Company or a Group company;
■
allot or exchange shares, upon the exercise of rights attached to
securities giving access to share capital;
■
keep shares and subsequently use them as payment or as exchange
within the scope of acquisitions, mergers, demergers or contributions,
and under the limits set by the applicable regulations;
■
cancel shares, subject to the approval by the Shareholders’ General
Meeting of the thirteenth resolution, according to the terms and
conditions stated therein or any other similar authorization; or
■
engage in any market making activities that may be recognized by
law or the French Financial Markets Authority (
Autorité des Marchés
Financiers
).
For each of the goals pursued, the number of shares purchased was
as follows:
1.
Liquidity contract
As of January 20, 2014 and for a period of twelve months the
Company has contracted with Oddo Corporate Finance to implement
a liquidity contract applying to Carrefour ordinary shares (ISIN code
FR0000120172) that are traded on the regulated market of NYSE
Euronext in Paris.
For the implementation of this contract, the following resources have
been allocated to the liquidity account:
- Cash: € 100,000,000.
Under the liquidity agreement, the Company purchased
20,580,537 shares at an average price of €25.96 and sold
20,000,537 shares at an average price of €25.79. At December 31,
2014, the Company held 580,000 shares;
2.
Hedging of share purchase option plans
Under the forward purchase contract implemented on June 15, 2009,
the Company acquired 3,939,973 shares at a price of €25.184 per
share on May 15, 2014 for a total price of €99,224,280;
3.
Cancellation
In 2014, the Company did not cancel any shares.
DESCRIPTION OF THE SHARE BUYBACK
PROGRAMME APPROVED BY THE
SHAREHOLDERS AT THE SHAREHOLDERS’
MEETING OF APRIL 15, 2014
1.
date of the Shareholders’ Meeting that approved the share buyback
programme and implementation decision:
Approval of the programme: Shareholders’ Meeting of April 15, 2014.
Implementation decision: Board of Directors’ meeting of April 15,
2014;
2.
number of shares and percentage of capital held directly or indirectly
by the issuer:
At March 31, 2014, the Company held 6,078,894 treasury stocks,
i.e.
0.84% of the share capital;
3.
purposes for which shares are held by the Company:
All of the treasury shares are used to cover share purchase option
plans and free share allocation plans based on years of service and/
or performance;
4.
objectives of the buyback programme:
Purchases are made, in descending order of priority, to:
■
engage in market making activities with respect to Carrefour
shares through an investment services provider, in the context of
a liquidity contract conforming to the professional rules approved
by the French Financial Markets Authority (
Autorité des Marchés
Financiers
),
■
fulfill any stock option plan in respect of the Company, free share
allocation or other forms of allocation of shares or compensation
related to the share price, to employees or corporate officers of
the Company or a Group company,