I - Legal framework
In compliance with articles 241-2 of the general regulations of the Autorité des Marchés Financiers as well as European Regulation No. 2273/2003 dated 22 December 2003, this release has been drafted to set out the purpose and procedures by which the company will carry out its share buyback programme. This programme will be put to the approval of the General Meeting of 6 June 2008. Notice of the meeting was published in the Bulletin of mandatory legal announcements dated 2 May 2008.
This document is available to shareholders on the company's Web site.
II - Number of shares and percentage of the capital held by the company
On 31 March 2008, the company's capital comprised 28,301,009 shares.
On that date, the company held 80,827 of its own shares, i.e. 0.28% of the capital.
III- Breakdown of stock held by the company for each of the following purposes.
On 31 March 2008, shares held by the company were broken down as follows for each purpose:
|Implementation in favour of employees and/or company representatives of any company stock purchase option plans, in the framework of the provisions of articles L. 225-177 and following of the Trade Code, of any Group savings scheme in compliance with articles L. 443-1 and following of the labour Code or implementation in favour of employees and/or company representatives of any free share allotments by virtue of the provisions of articles L. 225-197-1 and following of the Trade Code||30,000|
|Attribution of shares to holders of stock convertible to company shares||6,507|
|Purchase of shares by Groupe Steria SCA to be kept and subsequently submitted for exchange or payment in the framework of any external growth operations||158|
|Operations on the Marché Secondaire or to ensure the liquidity of the Groupe Steria SCA share by means of an investment services provider operating entirely independently in the framework of a liquidity contract in line with the ethics charter of the AFEI recognized by the AMF||44,162|
IV- Goals of the new stock buyback programme:
The goals of this new programme are, in order of decreasing priority:
Implementation in favour of employees and/or company representatives of any company stock purchase option plans, in the framework of the provisions of articles L. 225-177 and following of the Trade Code, of any Group savings scheme in compliance with articles L. 443-1 and following of the Labour Code or implementation in favour of employees and/or company representatives of any free share allotments by virtue of the provisions of articles L. 225-197-1 and following of the Trade Code;
Attribution of shares to holders of stock convertible to company shares;
Purchase of shares by Groupe Steria SCA to be kept and subsequently submitted for exchange or payment in the framework of any external growth operations;
Operations on the Marché Secondaire or to ensure the liquidity of the Groupe Steria SCA share by means of an investment services provider operating entirely independently in the framework of a liquidity contract in line with the ethics charter of the AFEI recognized by the Autorité des Marchés Financiers;
Possible cancellation of shares acquired subject to approval of the 9th resolution on the agenda of this General Meeting;
Implementation of any market practise that is accepted or that becomes accepted by the Autorité des Marchés Financiers, and more generally to perform any other operation compliant with regulations in force.
V- Maximum percentage of the capital, maximum number and characteristics of stock:
Maximum percentage of the capital that can be bought back - characteristics of capital stock
The maximum percentage that can be bought back is equal to 10% of the capital of the Groupe Steria SCA company existing at the time the buyback programme is used.
To date, company capital social is ¤28,301,009 broken down into 28,301,009 shares each with a nominal value of ¤1. On this basis, Groupe Steria SCA would be authorized to acquire at most 10% of its capital, i.e. 2,830,100 actions.
Given the number of shares already held (80,827 shares) and assuming that these shares would be kept, the buyback could concern 2,749,273 shares, i.e. 9.71% of the capital.
Stock concerned: shares
Market listing: Euronext Paris, Eurolist (Compartiment B)
Euroclear code: 7291 PA
ISIN code: FR 0000072910
Mnémo code: RIA
Maximum purchase price and maximum authorised amount of funds committed
The maximum aggregate amount paid by Groupe Steria SCA for share purchase operations under the buyback programme, cannot exceed the sum of ¤141,505,000 (excluding fees), on the basis of a maximum buyback price of 50 euros per share.
The purchase, disposal or transfer by the Company of its own shares may be performed by any means, including over the counter, by share blocks or by means of derivative financial instruments in one or more operations and in any volumes and at any time Management chooses. Acquisitions and disposals may occur during a public offering period, within the framework of legal and regulatory provisions in force.
VI- Duration of the buyback programme
The programme lasts some 18 months from the time of approval of this resolution put to the General Meeting, i.e. up to 6 December 2009.
VII- Assessment of the previous programme - Summary statement table
The mixed general meeting of 5 June 2007 has authorized the Manager to implement a share buyback programme over a period of 18 months. The procedures of this programme have been set out in the detailed description of the previous share buyback programme.
The tables below detail the operations performed under the previous buyback programme:
SUMMARY STATEMENT TABLE
Situation on 31 March 2008
|Percentage of capital directly and indirectly held by the company||0.28%|
|Number of shares cancelled over the last 24 months||None|
|Number of shares in the portfolio||80,827 shares|
|Book value of the portfolio||¤2,461,432.80|
|Market value of the portfolio||¤1,681,201.60
|Aggregate gross flows for the period from 31 March 2007 to 31 March 2008||Positions opened on 31 March 2008|
|Purchases||Sales / Transfers||Positions opened for purchase||Positions opened for sales|
|Number of shares||464.580||450.254||Call options purchased||Future purchases||Call options sold||Future sales|
|Average maximum term||-||-||-||-|
|Average transaction price||¤34.71||¤34.82|
|Amounts in euros||¤16,125,571.80||¤15,677,844.28|
The company did not use derivatives in the previous programme. The group only uses derivatives to manage its exchange rate risk.GROUPE STERIA S.C.A.
Partnership Limited By Shares with a share capital of ¤28,301,009
Registered headquarters: 12, rue Paul Dautier - Vélizy Villacoublay (78140)
Registered under number 344 110 655 RCS Versailles Information réglementée
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|GROUPE STERIA||Euronext Paris||15.46||0.00%||0|