2007 Reference document (PDF) - Valeo

2. Authorized, unissued capital
Securities concerned
Date of General Shareholders’ Meeting (duration and expiration
of authorization) Maximum amount of issue
Issues with pre-emptive subscription rights for existing
shareholders
Issuance of shares and/or share equivalents (A)
AGM of May 21, 2007 – eighteenth resolution (authorization
given for a maximum of 26 months, expiring on July 21, 2009)
Capital increase paid up by capitalizing income, retained
earnings or additional paid-in capital (B)
AGM of May 21, 2007 – twenty-first resolution (authorization
given for a maximum of 26 months, expiring on July 21, 2009)
Issues without pre-emptive subscription rights for existing
shareholders
Issuance of shares to members of the employee stock
ownership plan (C)
AGM of May 21, 2007 – twenty-third resolution (authorization
given for a maximum of 26 months, expiring on July 21, 2009)
3. Share equivalents
3.1. Bonds convertible into new shares and/
or exchangeable for existing shares
(OCEANEs)
Under the terms of the authorization granted by the General
Shareholders’ Meeting of June 10, 2002 (and confirmed on
March 31, 2003 when the Company’s management structure was
changed), on July 25, 2003 Valeo issued 9,975,754 bonds convertible
into new shares and/or exchangeable for existing shares (OCEANEs)
with a nominal value of 46.40 euros each, representing an aggregate
nominal value of 462,874,985.60 euros.
These bonds – which mature on January 1, 2011 – are quoted on the
Euronext Paris. They bear interest at 2.375% per annum and since
August 4, 2003 may be exercised at any time. The bond issue is
described in detail in the prospectus registered with the Commission
des Opérations de Bourse on July 25, 2003 under number 03-707.
On June 20, 2005, the Board of Directors adjusted the exercise
conditions of the OCEANE bonds following the public share buyback
offer and simplified public tender offer carried out in May and
June 2005, which resulted in Valeo purchasing its own shares at
an amount higher than the publicly quoted price. This adjustment
was made in order to maintain the rights of the bondholders in
accordance with Article 242-11 of the March 23, 1967 Decree and
with the OCEANE bond issue contract. Consequently, the conversion/
exchange ratio applicable to the OCEANE bonds was amended from
1 share for 1 bond to 1.013 share for 1 bond.
At March 14, 2008, all of the OCEANE bonds were outstanding and
were convertible and/or exchangeable for 10,105,439 shares, taking
Information on the Company and its capital
General information about the Company’s capital
Utilizations of authorizations
during the year
69.8 million euros; (A)+(B)+(C)
ceiling = 180 million euros None
69.8 million euros; (A)+(B)+(C)
ceiling = 180 million euros None
2.1 million euros; (A)+(B)+(C)
ceiling = 180 million euros None
into account the adjustment due to the public share buyback offer
and simplified public tender offer.
3.2. Stock option plans
The table on pages 184 and 185 presents the stock option plans
set up since 2000.
In accordance with Article R 225-138 of the French Commercial Code,
following the public share buyback offer and simplified public tender
offer, on June 20, 2005 the Board of Directors adjusted the number
of shares underlying the Company’s stock options. As a result, the
exercise ratio was raised from 1 share to 1.01 shares for 1 stock
option, with the number of shares to be allocated on the exercise
of options rounded up to the nearest whole number.
At December 31, 2007, 4,242,045 stock purchase options were
outstanding, exercisable for 4,246,972 existing shares (including
4,927 related to the public share buyback offer and simplified public
tender offer). In addition, 2,840,578 stock subscription options
were outstanding, exercisable for 2,869,556 new shares (including
28,978 related to the public share buyback offer and simplified
public tender offer).
4. Other securities
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The Company has had access to a Euro Medium Term Notes (EMTN)
program since October 2002. Valeo issued 600 million euros worth
of notes under this program on June 24, 2005. The notes have an
eight-year term and bear fixed interest of 3.75%.
2007 Reference document - VALEO
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