Regulatory News:
Axway Software (Paris:AXW):
In accordance with the provisions of Article 241-2 et seq. of
the General Regulations of the Autorité des marchés financiers
(AMF), Article L 451-3 of the French Financial and Monetary Code,
European regulations and AMF decision no. 2018-01 of July 2, 2018,
the purpose of this description is to set out the aims and the
terms and conditions of AXWAY SOFTWARE's (hereinafter the
“Company”) share buyback program, the implementation of which was
delegated to the Board of Directors, with the power to sub-delegate
to its Chief Executive Officer, by the Combined General Meeting of
May 11, 2023.
I. Breakdown by objectives of the equity securities held on
May 31, 2023
On May 31, 2023, the Company held 628,772 treasury shares
representing 2.91% of its share capital.
As of this date, the shares held by the Company comprised:
- 23,181 shares held for the purpose of maintaining liquidity in
Axway Software shares under a liquidity contract;
- 596,400 shares representing the cumulative total of share
buybacks carried out since May 31, 2023;
- 9,191 shares managed by Axway Software's administered
registered shares.
No derivatives were used by Axway Software in the context of its
previous share buyback program.
II. Description of the new share buyback program
1. Issuer and securities
Axway Software is the issuer and the securities are the
Company's ordinary shares, admitted for trading in Compartment B of
the NYSE Euronext Paris regulated market under ISIN code
FR0011040500.
2. Date of the General Shareholders' Meeting that authorised
the program
The Combined General Meeting of May 11, 2023 (in its fifteenth
resolution).
3. Maximum share of capital and maximum number of shares that
may be acquired
Shares may be purchased pursuant to the share buyback program up
to the limit of 10% of the Company's share capital, i.e. 2,163,359
shares to date. This ceiling is calculated on the basis of the
number of shares making up the capital on the repurchase date, it
being specified that the total number of shares purchased by the
Company to be retained or exchanged in an acquisition, merger,
spin-off or contribution may not exceed 5% of the Company's
shares.
Considering the 628,772 shares already held (2.91% of the share
capital), the maximum number of shares that the Company may acquire
through this new share buyback program is 1,534,787 or 10% of the
share capital, unless the Company transfers or cancels some or all
of its existing holding.
4. Maximum purchase price of the securities
The Combined General Meeting on May 11, 2023, authorised a
maximum purchase price per share of €47 (excluding acquisition
costs), i.e. a maximum for the program totalling €101,677,906
excluding acquisition costs.
At its meeting on July 26, 2023, the Company’s Board of
Directors subdelegated the implementation of the share buyback
program to its Chief Executive Officer, who set a maximum purchase
price per share (excluding acquisition costs) of €47, in accordance
with the authorisation granted by the General Meeting. This limit
may be revised if necessary.
5. Program objectives
The objectives of the share buyback program authorised by the
General Meeting of May 11, 2023, are:
- enabling secondary market making or ensuring the liquidity of
Axway Software shares through an investment services provider via a
market-making agreement that complies with regulations, it being
noted that the number of shares used to calculate the
aforementioned limit is equal to the number of shares bought back,
less the number of shares sold;
- retaining shares that are bought back for subsequent exchange
or use as consideration in acquisitions, mergers, spin-offs and
asset contribution transactions;
- providing coverage of share purchase option plans and/or free
share plans (or similar plans) for employees and/or the company
officers of the Group, as well as granting shares through a Group
or Company savings plan (or similar plan), Company profit-sharing
and/or all forms of assigning shares to employees and/or company
officers of the Group;
- providing coverage of securities conferring entitlement to the
grant of shares in the Company in view of regulations in
force;
- potentially cancelling the shares acquired, pursuant to the
authorisation granted by the General Shareholders’ Meeting of May
11, 2023 in its 16th extraordinary resolution;
- pursuing any other objective which is authorised or will be
authorised by the regulations in force.
6. Share buyback program terms and conditions
The transactions conducted under the share buyback program
established by the Company may be carried out, on one or more
occasions, by any means authorised under applicable regulations, on
or off market, on a multi-lateral trading platform, with a
systematic internaliser or over the counter, in particular by means
of the purchase or sale of share blocks, or alternatively through
the use of derivatives traded on a regulated market or over the
counter (such as call and put options or any combination thereof)
or warrants or more generally securities convertible into shares in
the Company under the terms and conditions permitted by the
competent market authorities and as and when decided by the Board
of Directors or any person acting on the instructions of the Board
of Directors. It should be noted that the portion of the share
buyback program carried out by means of the acquisition of share
blocks is unlimited and may represent the full amount of said
program.
7. Program term
The program will run for a period of eighteen (18) months from
the date of the authorisation by the Combined General Meeting of
May 11, 2023 i.e. until November 11, 2024 inclusive.
This document is available on the Company's website, Investor
Relations section:
https://investors.axway.com/en/calendar-publications/publications
A French Société anonyme with a share capital
of €43,267,194€
Registered office: PAE Les Glaisins - 3 rue du
Pré Faucon - Annecy-le-Vieux 74940 Annecy - France
433 977 980 RCS Annecy
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version on businesswire.com: https://www.businesswire.com/news/home/20230821623064/en/
Axway Software
Axway Software (EU:AXW)
過去 株価チャート
から 4 2024 まで 5 2024
Axway Software (EU:AXW)
過去 株価チャート
から 5 2023 まで 5 2024
