Page 107 - 2012 Annual Report

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VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 2 - ADDITIONAL INFORMATION ABOUT THE COMPANY
SHARE CAPITAL
2.2.4. Shares Held by the Company
2.2.4.1. SUMMARY OF THE PREVIOUS SHARE
REPURCHASE PROGRAM
The previous share repurchase program of the company was put in place
on November 15, 2011, pursuant to the tenth resolution of the Ordinary
Shareholders’ Meeting of April 21, 2011 and pursuant to an authorization
by the Management Board, dated November 15, 2011.
Under this program, the company may repurchase a maximum number
of shares representing 10% of the share capital of the company, at
a maximum purchase price of €25 per share, in accordance with the
maximum amount approved at the Shareholders’ Meeting.
The sole purpose of this repurchase program is market making for Vivendi
shares through a financial intermediary pursuant to a liquidity agreement
established in compliance with the AMAFI professional Code of Ethics
approved by the French Autorité des Marchés Financiers (AMF).
2.2.4.2. CURRENT SHARE REPURCHASE PROGRAM
On October 22, 2012, the Management Board authorized a share
repurchase program to be put in place pursuant to the ninth resolution of
the Ordinary Shareholders’ Meeting dated April 19, 2012.
Under this program, the company may repurchase a maximum number
of shares representing 10% of the share capital of the company, at
a maximum purchase price of €22 per share, in accordance with the
maximum amount approved by the Shareholders’ Meeting.
The company’s objectives for the current share repurchase program are:
✱ to continue to apply the current liquidity agreement under terms that
comply with the AMAFI Code of Ethics; and
✱ to repurchase 1.112 million shares on the market to cover the award
of performance shares vesting in 2013.
2.2.4.3. AGGREGATE NUMBER OF PURCHASES AND SALES/TRANSFERS OF SHARES FROM JANUARY 1 TO DECEMBER 31,
2012 (OTHER THAN SHARES PURCHASED UNDER THE LIQUIDITY AGREEMENT)
Purchases Sale/Transfer
Number of shares 1,112,094 980,612
Average price per share (in euros) 16.01 21.07
Total value (in euros) 17,803,600.00 20,658,340.79
Number of shares canceled during the last 24 months: None.
2.2.4.4. TREASURY SHARES (OTHER THAN SHARES HELD PURSUANT TO THE LIQUIDITY AGREEMENT)
POSITION AS OF DECEMBER 31, 2012
2.2.4.6. LIQUIDITY AGREEMENT
Since January 3, 2005, Vivendi has entered into a liquidity agreement
for the repurchase of its own shares, which is established in compliance
with the AMAFI Code of Ethics. The term of this agreement is one year,
renewable by tacit agreement.
In 2012, Vivendi repurchased a total of 5,935,683 shares pursuant to this
liquidity agreement, representing 0.448% of the share capital of the company
and €89.1 million and sold a total of 5,935,683 shares for €89.7 million.
As of December 31, 2012, the following sources of funding were held
in a liquidity account set up by the company pursuant to its liquidity
agreement: 0 shares and €51.9 million. In 2012, the company recognized
capital gains under this liquidity agreement in the amount of €0.6 million.
For 2012, the company’s management fees for the liquidity agreement
amounted to €180,000 (excluding VAT).
As of December 31, 2012, Vivendi held 1,460,500 of its own shares,
which have a par value of €5.50 each, representing 0.11% of the share
capital of the company. These shares have been allocated to cover the
award of performance shares vesting in 2013. As of December 31, 2012,
the book value of shares held by the company amounted to €25.5 million,
representing a market value of €24.8 million as of the same date.
2.2.4.5. AGGREGATE NUMBER OF PURCHASES AND SALES/TRANSFERS OF SHARES FROM JANUARY 1, 2013 UNTIL
FEBRUARY 28, 2013 (OTHER THAN SHARES PURCHASED UNDER THE LIQUIDITY AGREEMENT)
Purchases Sale/Transfer
Number of shares None None
Average price per share (in euros) n/a n/a
Total value (in euros) n/a n/a
n/a: not applicable.
As of February 28, 2013, Vivendi held 1,460,965 of its own shares, representing 0.11% of the share capital of the company.