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2007 Reference document (PDF) - Valeo

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5 Information<br />

PAGE 182<br />

on the Company and its capital<br />

General information about the Company’s capital<br />

General information about the Company’s capital<br />

1. Changes in <strong>Valeo</strong>’s share capital<br />

At December 31, <strong>2007</strong>, <strong>Valeo</strong>’s share capital totaled 234,628,851 euros,<br />

represented by 78,209,617 common shares with a par value of<br />

3 euros each, all in the same class and all fully paid-up. The <strong>Valeo</strong><br />

share is quoted on the Euronext Paris.<br />

Changes in the Company’s capital since December 31, 2003 are as follows:<br />

<strong>2007</strong> <strong>Reference</strong> <strong>document</strong> - VALEO<br />

To the best of the Company’s knowledge, none of these shares<br />

have been pledged.<br />

Changes (in millions of euros)<br />

Number of Total number<br />

Year Type of operation Par value Premium Total shares of shares<br />

2003 - - - - - 82,133,728<br />

2004 Employee share issue<br />

Issuance of shares on exercise<br />

5 28 33 1,575,296 83,709,024<br />

of stock options<br />

Capital reduction further<br />

- 1 1 51,333<br />

2005<br />

to public tender offers<br />

Issuance of shares on exercise<br />

(19) (233) (252) (6,250,000) 77,510,357<br />

2006<br />

of stock options<br />

Issuance of shares on exercise<br />

- 2 2 70,260 77,580,617<br />

<strong>2007</strong><br />

of stock options 2 15 17 629,000 78,209,617<br />

In 2004, <strong>Valeo</strong> set up an international employee stock ownership<br />

plan entitled “<strong>Valeo</strong>rizon 2004” and carried out an employee share<br />

issue under an authorization given at the General Shareholders’<br />

Meeting of April 5, 2004. The issue was described in an information<br />

memorandum registered with the French securities regulator<br />

(Autorité des marchés financiers – AMF) on August 27, 2004 under<br />

number 04-738. As a result of this operation, on December 16, 2004,<br />

<strong>Valeo</strong> placed on record a capital increase through the issue of<br />

1,575,296 new shares, including 400,653 subscribed by Société<br />

Générale in order to offer employees of subsidiaries in certain<br />

countries outside France a leveraged formula equivalent to that<br />

offered through a corporate mutual fund. The shares were issued<br />

without pre-emptive subscription rights for existing shareholders,<br />

at a price of 23.65 euros per share, representing a 20% discount<br />

< Contents ><br />

to the average of the opening prices quoted for <strong>Valeo</strong> shares over<br />

the twenty trading days preceding the Board of Directors’ decision<br />

setting the opening date of the offer period.<br />

During 2005, <strong>Valeo</strong> bought back 6,250,000 shares from the<br />

Company’s shareholders, at a price of 40 euros each, representing<br />

approximately 7.5% of the Company’s capital. The shares were<br />

purchased under a public share buyback offer and a simplified<br />

public tender offer, described in an information memorandum<br />

registered with the AMF on April 28, 2005 under number 05-323.<br />

The offer period ended on June 3, 2005 and on June 20, 2005 the<br />

Board of Directors canceled the acquired shares and reduced the<br />

Company’s capital by 18,750,000 euros, representing the par value<br />

of the shares.<br />

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