110
Annual Report -
2013
-
Vivendi
Information About The Company
| Corporate Governance | Reports
3
Share Capital
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2.2.4.6. Aggregate Number of Purchases and Sales/Transfers of Shares from January 1, 2014 until
February 28, 2014 (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, 2014, Vivendi held 50,639 of its own shares, representing 0.004% of the share capital of the Company.
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2.2.4.7. 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 2013, Vivendi repurchased an aggregate of 8,585,750 shares pursuant
to this liquidity agreement, representing 0.641% of the share capital of
the Company, for €140.7 million, and sold a total 8,585,750 shares for
€141.3 million.
As of December 31, 2013, the following sources of funding were held
in a liquidity account set up by the Company pursuant to its liquidity
agreement: 0 shares and €52.4 million. In 2013, the Company recognized
capital gains under this liquidity agreement totaling €0.6 million.
For 2013, the Company’s management fees for the liquidity agreement
totaled €180,000 (excluding VAT).
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2.2.4.8. Treasury Shares Held by the Group
As of December 31, 2013, Vivendi’s subsidiaries held 465 shares of the
Company.
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2.2.4.9. Open Positions on Derivative Financial
Instruments as of December 31, 2013
None.
2.2.5.
Convertible Securities, Exchangeable Securities or Warrant Securities
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2.2.5.1. Bonds Convertible into New Shares
and/or Exchangeable for Existing
Shares (OCEANE)
No OCEANEs are outstanding.
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2.2.5.2. Bonds Mandatorily Redeemable in
Shares (ORA)
No ORAs are outstanding.
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2.2.5.3. Warrants (BSA)
No BSAs are outstanding.
2.2.6.
Stock Option Purchase or Subscription Plans
Since 2013, Vivendi has granted no additional stock options.
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2.2.6.1. Grant Criteria
Between 2002 and 2012, only stock subscription option plans were
established by the Company. These plans have a 10-year term.
Grants of stock subscription option plans are based on three criteria:
(i) level of responsibility; (ii) individual performance; and (iii) rewarding
the loyalty of high-potential managers. They were implemented
every year during the same period before distribution of dividends,
in order to avoid windfall effects.
The strike price of the stock options was set, without discount, to
reflect the average stock price over the twenty trading days prior to
the grant date.
As of December 31, 2013, a total of 52,835,330 options were
outstanding under all existing stock subscription option plans (after
deducting the number of stock options exercised or canceled pursuant to
the termination of employment of certain beneficiaries). These options
represent a maximum nominal share capital increase of €290.6 million,
or 3.94% of the Company’s share capital.
As a result of the termination of Vivendi’s ADR (American Depositary
Receipt) program on the New York Stock Exchange in 2006, any stock
options that were exercisable into ADRs and had been granted to a
number of officers and employees of the Group residing in the United
States were converted into Stock Appreciation Rights (SARs). SARs
are instruments that settle in cash only and therefore have no dilutive
effect. The trading value of the SARs is the average of the high and low
prices of Vivendi’s ordinary shares as quoted on Euronext Paris on that
trading day, multiplied by the euro/US dollar exchange rate as published
by the European Central Bank on the date of exercise of the SAR. As
of December 31, 2013, there were 2,979,651 SARs (formerly ADRs)
outstanding (maturing in 2014 and 2015).
