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Nexity: Main terms and conditions of the share buy-back programme in accordance with the conditions and obligations set by Articles 241-1 to 241-7 of the General Regulations of the Autorité des marchés financiers (AMF)

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·4-min read
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NEXITY

Société anonyme

with a share capital of €280,648,620

Registered office: 19, rue de Vienne – TSA 50029 -

75801 PARIS Cedex 08

444 346 795 RCS Paris

Main terms and conditions of the share buy-back programme in accordance with the conditions and obligations set by Articles 241-1 to 241-7 of the General Regulations of the Autorité des marchés financiers (AMF)

Implementation of the share buy-back programme authorised

by the Combined Shareholders’ meeting on May 19, 2021

Issuer: Nexity / ISIN code FR 0010112524 (compartment A)

Stock concerned: Ordinary shares

Implementation authorized by: Combined Shareholders’ meeting on May 19, 2021

Implementation decision date: May 19, 2021

Maximum proportion of the share capital that may be acquired pursuant to the Shareholders’ authorization: 10% of the number of ordinary shares composing the Company share capital (at any time, this percentage being applied to capital adjusted for transactions affecting it),or, for indicative purposes, as at May 19, 2021, 5,612,972 shares, it being specified that on this date, the Company already holds 805,039 shares.

It is specified that when the shares are bought back to stimulate trading as part of a liquidity contract, under the conditions defined by the General Regulations of the Autorité des Marchés Financiers, the number of shares taken into account for the calculation of the 10% limit corresponds to the number of shares purchased, less the number of shares sold back over the period of the authorization.

Maximum purchase price: €73.67 (fees not included)

Maximum amount of purchases authorized by the current programme: €300,000,000

Objectives in decreasing order of priority:

  • the animation of the market for Nexity shares by an investment services provider under a liquidity contract in accordance with the accepted market practice established by the Autorité des marchés financiers; or

  • the allocation of free shares under the provisions of Articles L. 22-10-59, L. 22-10-60 and L. 225-197-1 et seq. of the Commercial Code; or

  • the implementation of any Company stock option plan under the provisions of Articles L. 22-10-56 et seq. and L. 225-177 et seq. of the French Commercial Code or any similar plan; or

  • the allotment or sale of shares to employees in connection with their participation in the fruits of the company's expansion or the implementation of any company or group savings plan (or similar plan) under the conditions laid down by law, in particular Articles L. 3332-1 et seq. of the Labor Code; or

  • generally, to honor obligations related to stock option programs or other allocations of shares to employees or officers of the issuer or an associated company; or

  • the delivery of shares upon the exercise of rights attached to securities giving access to the capital by redemption, conversion, exchange, presentation of a warrant or in any other way; or

  • to cancel all or part of the shares thus repurchased by way of a capital reduction in accordance with the authorization granted to the Board of Directors by today's Meeting in its twentieth resolution.

The shares may be acquired, sold or transferred at any time within the limits authorized by the legal and regulatory provisions in force, except during a public offering period, by any means, including on regulated markets, multilateral trading facilities, with systematic internalizers or over-the-counter, including by the acquisition or sale of blocks of shares, by public tender or exchange offers, or by the use of options or other forward financial instruments traded on regulated markets, multilateral trading facilities, with systematic internalisers or over-the-counter, or by delivery of shares following the issue of securities giving access to the Company's capital by conversion, exchange, redemption or exercise of a warrant, either directly or indirectly through an investment services provider, or in any other way (without limiting the portion of the buyback program that may be carried out by any of these means).

Programme duration: from the release of this description of the programme and until November 18, 2022, i.e. a period of 18 months as from the date of the Combined Shareholders’ meeting dated May 19, 2021.

Breakdown by objectives of the treasury shares held as at May 19, 2021:As of May 19, 2021, Nexity held 805,039 shares representing 1.4% of its share capital, which have been allocated to the following objectives:

  • 72,365 shares allocated to the liquidity of transactions and the regularity of the Nexity share price or to the absence of price shifts not justified by market trends under a liquidity contract entered into with an investment services provider acting independently, in accordance with market practices approved by the AMF. Nexity has entered into this liquidity agreement, which came into force on January 6, 2021, with EXANE, an investment service provider,

  • 732,674 shares held for allocation to officers or employees of the Company and/or its group companies under the free share allocation scheme provided for in Articles L.22-10-59, L.22-10-60 and L.225-197-1 et seq. of the Commercial Code.

In accordance with the law and regulations in force, these shares are deprived of dividend rights and voting rights.

Nexity did not use derivatives in connection with the implementation of this program.

Previous share buyback program: the previous share buyback program was authorized by the Shareholders’ General Meeting on May 19, 2020 and launched the same day after publication of a program description.

Nexity did not use derivatives in connection with the implementation of this program.

This document is published, in accordance with the AMF General Regulations, on May 19, 2021 prior to the implementation of the programme.

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