2005 Financial Report - Capgemini

50 ANNUAL
MANAGEMENT REPORT
Capgemini
ted to the Board by the resolutions were set at:
• a maximum nominal amount of €1.5 billion for capital
increases paid up by capitalizing reserves;
• a maximum nominal amount of €450 million for capital
increases, enabling the share capital to be increased to a
maximum nominal amount of approximately €1.5 billion;
• a maximum aggregate issuance amount of €3 billion for
securities convertible, redeemable, exchangeable or otherwise
exercisable for new shares of the Company, or granting
a right to allocation of debt instruments.
It had been specified that, in the event of the cancellation
of pre-emptive subscription rights, these amounts
would be reduced by one-third: thus, the total nominal
amount of the capital increases may not exceed €300
million (instead of €450 million) and the issuance
amount of securities convertible, redeemable, exchangeable
or otherwise exercisable for new shares of the
Company, or granting a right to allocation of debt instruments,
may not exceed €2 billion (instead of €3
billion).
During 2005 the Board, within the context of a delegation
of authority without pre-emptive subscription rights,
decided to issue bonds convertible and/or exchangeable
into new or existing Cap Gemini shares (OCEANE bonds),
maturing on January 1, 2012. The effective issue and settlement
date of the bonds was June 24, 2005. The total
amount of the issue was €437 million, represented by
11,810,810 bonds with a nominal value of €37. The
bonds bear interest at 1% per year and each bond may be
converted into and/or exchanged for one Cap Gemini share.
Non-converted bonds will be redeemed in full on January
1, 2012 (or on the first working day thereafter) at a price
of €41.90 per bond, representing approximately 113.24%
of their nominal value.
The Board of Directors has thus only used a little less
than one-third (11,810,810 shares at a nominal value of
€8 = €95 million nominal value) of the maximum nominal
amount of €300 million set for capital increases in
the event of elimination of the pre-emptive subscription
right.
In order to ensure that the validity date of the authorizations
is consistent – that the Board of Directors is always in
a position to launch the issues that are considered best suited
to the Company’s needs as and when it deems appropriate,
depending on market conditions – shareholders are
asked to replace the existing delegations of authority with
new delegations of authority of a similar nature with updated
validity dates.
REPORT 2005 Capgemini
The overall limits on the amounts of the issues that may
be decided pursuant to the delegations of authority granted
to the Board would be unchanged and each of the
amounts will be the same with the exception of the authorization
eliminating the pre-emptive subscription right.
In this case, the total nominal amount of capital increases
may not exceed €200 million (instead of the €300 million
limit set for the previous delegation) and the issuance
amount of securities convertible, redeemable, exchangeable
or otherwise exercisable for new shares of the Company
or granting a right to allocation of debt instruments
may not be greater than €1.5 billion (instead of the €2
billion limit set for the previous delegation). In other
words, in the event of the elimination of the pre-emptive
subscription right, the total nominal amount of capital
increases would be capped at 19% of the share capital
on December 31, 2005. The “Greenshoe” option will naturally
be maintained.
In the event that the Board of Directors uses any of these
delegations of authority, the Statutory Auditors will issue a
special report to the Shareholders’ Meeting. Where these
share issues are carried out without existing shareholders
having pre-emptive subscription rights, the price of the
shares issued, either directly or via securities convertible,
exchangeable, redeemable or otherwise exercisable for shares,
shall be at least equal to the weighted average price for the
Company’s shares during the three trading days prior to
the date on which the price is set. This price may be reduced
by a discount of up to 5%.
The Board of Directors retains the possibility of providing
a non-transferable priority right for the shareholders with
respect to such shares.
A table summarizing the delegations of authority and powers
granted by the Shareholders’ Meeting to the Board of
Directors with regard to share issues is provided on pages
146 and 147 of the Reference Document.
XIV - EMPLOYEE SHAREHOLDINGS
In order to comply with the requirements of French law on
employee shareholdings, the Board of Directors is asking for
authorization, in the event that it uses one of the authorizations
enabling it to increase the share capital, to decide if
it is necessary to reserve part of the increase for members
of an employee savings plan put in place at this time, it being
specified that a maximum of 3,500,000 new shares may be
allocated with respect to such a plan.
Pursuant to article L. 225-102 of the French Commercial