2007 Reference document (PDF) - Valeo

5 Information
PAGE 188
on the Company and its capital
Current ownership structure
In 2007 Valeo acquired 1,870,234 shares at an average price of
35.38 euros and sold 1,499,447 shares at an average price of
36.24 euros. Trading fees for these transactions as well as fees
relating to the liquidity agreement with the investment services
provider totaled 282,895 euros, compared with 264,712 euros
in 2006.
Under the terms of a contract signed with an investment services
provider on December 11, 2007 within the scope of the agreement
for the partial management of the share buyback program, Valeo
has undertaken to acquire and the investment services provider
has undertaken to deliver a certain quantity of Valeo shares capped
at 650,000 shares, representing 15 million euros. All of the shares
acquired in this way will be 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. On January 16, 2008, Valeo acquired 529,528 shares
at a price of 28.36 euros each.
Market transactions were carried out under the authorizations granted
under the fifth resolution of the General Shareholders’ Meeting of
May 17, 2006 and the fifth resolution of the General Shareholders’
Meeting of May 21, 2007, in accordance with a liquidity agreement
entered into with an investment services provider in order to provide a
liquid market for the Company’s shares and stabilize the share price.
1.3. Directors’ interests
As part of the employee share issue carried out in 2004 (see
page 182 ), Thierry Morin , Chairman and Chief Executive Officer of
Valeo, subscribed to 153,617 units in the Valeorizon mutual fund,
corresponding to 153.62 Company shares, and 921,702 units in the
2. Disclosure thresholds
In accordance with Article L. 233-7 of the French Commercial Code,
any individual or legal entity, acting alone or in concert that holds
a number of shares representing over 5%, 10%, 15%, 20%, 25%,
33.33% , 50%, 66.66% , 90% or 95% of the Company’s capital or
voting rights, is required to disclose to the Company and the AMF by
letter that the related disclosure threshold has been exceeded. Said
disclosure must be made within five trading days from the date when
the threshold is exceeded and must also state the total number of
shares and voting rights held by the shareholder concerned. The AMF
subsequently publishes the disclosures. This disclosure obligation also
applies when an interest in the Company’s capital and/or voting
rights is reduced to below the above-mentioned thresholds.
2007 Reference document - VALEO
Valeorizon + mutual fund, entitling him to 7,373.62 shares as a result
of the applicable leverage effect. Thierry Morin ’s total investment
in these funds came to 25,431.30 euros, representing 23.65 euros
per unit.
At December 31, 2007, Thierry Morin and other members of the
Board of Directors held less than 1% of Valeo’s capital and voting
rights in a personal capacity.
1.4. Employee stock ownership
At December 31, 2007, employees held a total of 962,270 shares
under Group employee stock ownership plans, directly or through
two corporate mutual funds, representing 1.23 % of the Company’s
capital. At December 31, 2006, employees held 1,041,149 shares,
representing 1.34% of the capital.
1.5. Change in control
To the best of the Company’s knowledge, there are no shareholder
pacts or agreements in force that could lead to a change in control
of the Company.
There are no provisions in the Company’s bylaws or internal rules
that may delay, postpone or prevent a change in the Company’s
control.
1.6. Capital under option
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At the date of this Reference document, no capital of any member of
the Group was under option or agreed conditionally or unconditionally
to be put under option.
If any shareholder fails to comply with these disclosure requirements,
the shares in excess of the relevant threshold will be stripped of
voting rights at any and all General Shareholders’ Meetings held
within the two-year period from the date when the omission is
remedied.
Since the General Shareholders’ Meeting of March 31, 2003, Article 9
of the Valeo bylaws states that, in addition to the applicable statutory
disclosure thresholds, any individual or legal entity, acting alone
or in concert, that raises or reduces its interest in the Company’s
capital or voting rights, directly or indirectly, to above or below 2%
respectively (or any multiple thereof), is required to disclose to the
Company by registered letter with return receipt requested that
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