2007 Reference document (PDF) - Valeo

5 Information
PAGE 190
on the Company and its capital
Market for the Company’s securities
Market for the Company’s securities
1. Share buyback program and cancellation of treasury shares
1.1. Share buyback program
In the fifth resolution of the General Shareholders’ Meeting held
on May 21, 2007, in accordance with Articles L. 225-209 et seq. of
the French Commercial Code, the Company’s shareholders granted
the Board of Directors an eighteen-month authorization from the
date of said Meeting to trade in the Company’s shares, including
by delegation. This authorization may be used for the following
purposes: (i) to allocate shares on the exercise of stock options;
(ii) to award shares to employees by way of profit-sharing bonuses
and in connection with company savings plans; (iii) to allocate
shares on redemption, conversion, exercise or exchange of share
equivalents; (iv) to purchase shares with a view to canceling some or
all of them; (v) to allocate shares in exchange for shares in another
entity in connection with acquisitions; (vi) to ensure liquidity in the
secondary market for the Company’s shares in accordance with
a liquidity agreement entered into with an investment services
provider; and (vii) to enable an investment services provider to carry
out share purchases, sales or transfers, including through off-market
transactions.
The number of shares that may be acquired under this authorization
may not represent over 10% of the Company’s capital.
The purchase price may not exceed 60 euros per share.
This authorization was given for an eighteen-month period as of the
General Shareholders’ Meeting of May 21, 2007, and superseded
the unused portion of previous authorizations given to the Board of
Directors to carry out share buyback programs.
A description of the 2007 renewal of the Company’s share buyback
program was drawn up in accordance with Articles 241-1 et seq. of
the AMF’s General Regulations and published on Valeo’s website
on May 29, 2007.
2007 Reference document - VALEO
In 2007 Valeo carried out a number of share sale and purchase
transactions under the above mentioned share buyback program,
as well as the program authorized at the General Shareholders’
Meeting of May 17, 2006.
During the year the Company purchased 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. All of these transactions were carried
out under the liquidity agreement signed on April 22, 2004 with an
investment services provider which complies with the Code of Ethics
of the AFEI (French Association of Investment Companies).
At December 31, 2007, Valeo held 1,432,804 treasury shares,
representing 1.83% of the Company’s capital. At that date each of
the shares had a unit value of 34.115 euros, based on their purchase
price. At December 31, 2006, Valeo held 686,704 treasury shares,
representing 0.89% of the Company’s capital.
The number of shares held in treasury at December 31, 2007 broke
down as 993,017 to be allocated on the exercise of stock options
and 439,787 to be used in connection with the above-mentioned
liquidity agreement.
1.2. Cancellation of treasury shares
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In the twenty-fourth resolution of the General Shareholders’ Meeting
of May 21, 2007, the Company’s shareholders gave the Board of
Directors a twenty-six month authorization to reduce the Company’s
capital by canceling treasury shares. Under this authorization, the
number of shares cancelled in any given twenty-six month period
may not exceed 10% of the Company’s share capital.
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