2007 Reference document (PDF) - Valeo

1.1. Major shareholders
To the best of the Company’s knowledge, the only shareholders
directly or indirectly holding 5% or more of the Company’s capital or
voting rights at December 31, 2007 were Pardus European Special
Opportunities Master Fund LP, Morgan Stanley and Caisse des dépôts
et consignations.
As far as the Company is aware, the only shareholders directly or
indirectly holding 2% or more of the Company’s capital or voting
rights at December 31, 2007 were Pardus European Special
Opportunities Master Fund LP, Morgan Stanley, Caisse des dépôts et
consignations, Franklin Resources, Inc., Brandes Investment Partners
LP and M&G Investment Management Limited.
On April 19, 2007 Brandes Investment Partners declared that it had
reduced its interest to below the statutory 5% disclosure threshold
and that it held 4.6% of the Company’s capital and 4.5% of the
voting rights on April 13, 2007.
On June 19, 2007 the Société Générale group disclosed that as
part of its trading operations, on June 15, 2007 it had reduced its
interest to below the statutory 5% disclosure threshold and that it
held 4.7% of the Company’s capital and 4.6% of the voting rights.
The Société Générale group subsequently informed the Company
that at December 28, 2007 it held only 0.8% of Valeo’s capital and
voting rights.
On June 20, 2007 Natixis disclosed that as part of its trading
operations, on June 15, 2007 it had reduced its interest to below
the statutory 5% disclosure threshold and that it held 2.9% of the
Company’s capital and 2.8% of the voting rights. Natixis subsequently
informed the Company that at December 31, 2007 it no longer held
a significant percentage of Valeo’s capital or voting rights.
On January 10, February 21 and May 25, 2007, Pardus European
Special Opportunities Master Fund LP raised its interests to above
the statutory disclosure thresholds of 5%, 10% and 15% respectively.
In its statement of intention dated February 26, 2007, drawn up in
accordance with Article L. 233-7 VII of the French Commercial Code,
Pardus European Special Opportunities Master Fund LP declared that
at that date it was not acting in concert with any third party and that
it had no immediate plans to take over control of Valeo although it did
reserve the right to continue to purchase or sell Valeo shares based on
market opportunities and to request the appointment of one or more
persons of its choosing as members of Valeo’s Board of Directors. In a
subsequent letter dated August 8, 2007 sent to the C ompany, Pardus
European Special Opportunities Master Fund LP disclosed that it had
raised its interest in the Company’s capital and voting rights to above
the threshold of18% set down by the Company’s by laws.
In a letter dated November 22, 2007, Morgan Stanley disclosed
that it had raised its interest to above the statutory 5% disclosure
threshold and that it held 5.2% of the Company’s capital and 5.1%
Information on the Company and its capital
Current ownership structure
of the voting rights on November 16, 2007. On December 27, 2007,
Morgan Stanley disclosed that it had increased its interest to above
the 10% disclosure threshold and that it held 11.1% of the Company’s
capital and 10.9% of the voting rights. It also declared that it was
acting individually and that it did not intend to take over control of
Valeo or request the appointment of any of its representatives on
Valeo’s Board of Directors.
On February 7, 2008, Franklin Resources, Inc. has informed the
C ompany that through its affiliates they manage a position
equivalent to 3.15% of capital and 3.14% of voting rights as of
March 31, 2008.
1.2. Treasury stock
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At December 31, 2007, Valeo directly or indirectly held 1,432,804 of
its own shares, representing 1.83% of the Company’s share capital,
with a value of 34.115 euros per share based on their purchase
price. At December 31, 2006, Valeo held 686,704 of its own shares
(0.89% of the share capital).
Out of the total number of treasury shares held at December 31, 2007,
993,017 were earmarked for allocation on the exercise of stock
options, compared with 617,704 at December 31, 2006. This increase
reflects: (i) 448,325 shares acquired on November 5, 2007 to cover
the implementation of the agreement for partial management of
its share buyback program entered into with an investment services
provider on August 31, 2007; and (ii) the exercise of 72,234 stock
options by Group employees granting entitlement to 73,012 shares.
The shares acquired in 2007 were purchased at a price of 38.06 euros
each. Trading fees for these transactions as well as the fees relating
to the management agreement entered into with the investment
services provider totaled 20,400 euros. All of these shares have been
earmarked (i) for allocation on the exercise of stock options; and
(ii) for award to employees by way of profit-sharing bonuses and
in connection with company savings plans in accordance with the
objectives set out in the share buyback program authorized by the
General Shareholders’ Meeting of May 21, 2007.
The remaining treasury shares held (439,787 at December 31, 2007
versus 69,000 at December 31, 2006) are earmarked for use under
a liquidity agreement that complies with the Code of Ethics issued
by the French Association of Investment Companies (Association
Française des Entreprises d’Investissement), signed with an
investment services provider on April 22, 2004.
The total resources allocated for implementing the liquidity
agreement represented 439,787 shares and 1,665,696 euros
at December 31, 2007, compared with 69,000 shares and
13,039,863 euros one year earlier. On the date the liquidity
agreement was signed, 220,000 Valeo shares and a sum of
6,600,000 euros were allocated to its implementation.
2007 Reference document - VALEO
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