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5General information about the CompanyInformation about the Company’s capitalThe agreement also contained provisions governing the compositionof the Board’s committees.Memorandum of understanding and shareholderagreement in force since 4 June 2012Memorandum of understandingOn 4 June 2012, a memorandum of understanding was signedby FSI, Exor SA, DLMD, Pascal Lebard and Allianz group,with BNP Paribas Arbitrage and Royal Bank of Scotland group.BNP Paribas Arbitrage and Royal Bank of Scotland group areparties to the agreement on account of the call options they holdon the Sequana shares owned by DLMD pursuant to an agreementto restructure DLMD’s debt entered into in 2010.Under the terms of the memorandum of understanding, whichdefines the terms and conditions for FSI’s acquisition of a stakein Sequana, Exor SA, DLMD, Pascal Lebard and Allianz groupundertook to subscribe to the capital increase by exercising all orpart of their pre-emptive subscription rights. Certain parties alsoundertook to transfer to FSI the rights allowing it to subscribe asof right to a number of shares conferring a minimum shareholdingin the Company.On 4 June 2012, Exor SA, DLMD and Pascal Lebard terminatedthe shareholder agreement that they had signed on 6 July 2007and renewed on 21 July 2010, thereby ending the agreement toact in concert as regards Sequana. The agreements signed byDLMD with Royal Bank of Scotland group and BNP ParibasArbitrage were restructured so that the call options granted byDLMD to the banks through to 30 July 2014 would be settledexclusively in Sequana shares for Royal Bank of Scotland andfor a gradually declining amount based on trends in the Sequanashare price. DLMD granted the banks acting independently calloptions on the new shares to be subscribed by DLMD at the timeof the capital increase carried out by Sequana. All or part of theseoptions may be exercised up to 30 July 2014 and the exercise priceis prepaid by the banks for the purposes of this subscription.Shareholder agreementAlso on 4 June 2012, an agreement was signed between FSI, ExorSA, DLMD, Pascal Lebard, Allianz group and BNP ParibasArbitrage and Royal Bank of Scotland (the banks are parties tothe agreement for the reasons set out above).This five-year agreement, which does not constitute an agreementto act in concert as regards Sequana, sets out the rules applicableto the parties in the event that they sell all or part of their sharesin the Company. In particular, the agreement grants a preferentialright to FSI, except if DLMD transfers the shares to its bankson exercise of the aforementioned call options, in which case thebanks would be required to comply with the commitments madeby DLMD under the agreement in terms of mandatory holdingrequirements and FSI’s right of first refusal. This right offirst refusal, valid throughout the term of the shareholder agreement,applies to the sale by Exor SA, DLMD or Allianz groupof any block of Sequana shares representing at least 5% of theCompany’s capital.Exor SA, DLMD, Pascal Lebard and Allianz group undertookto maintain their respective stakes in Sequana’s share capital until30 October 2013, subject to intragroup share transfers. However,since 9 January 2013, Exor SA, DLMD and Allianz group companiesare free to gradually sell their shareholdings on the market,provided that they retain a shareholding of at least 7.5% (Exor SA)or 5% (DLMD and Allianz group) until 30 October 2013, andthat they respect FSI’s right of first refusal as described above.Since the shareholder agreement between Exor SA, DLMD andPascal Lebard was terminated, signalling the end of the agreementto act in concert, Sequana can no longer be considered as acontrolled company. The agreement entered into on 4 June 2012does not constitute an agreement to act in concert since eachshareholder effectively acts on its own behalf. Further, while theshareholders are represented on Sequana’s Board of Directors,they are not entitled to any advantages and do not hold any significantinformation not held by other shareholders, besides thatreceived in their capacity as directors.Under the terms of the agreement, if the shareholding of one ofthe parties to the agreement represents less than 5% of Sequana’scapital, that party undertakes to forgo its representation on theCompany’s Board of Directors.Mandatory disclosure of changes in holdingsDuring 2012, Sequana received the following notifications disclosingchanges in holdings:Following the termination of the shareholder agreement dated4 June 2012, Exor SA, DLMD and Pascal Lebard disclosed thatthey had fallen below one third (33.33%), three tenths (30%), andfor DLMD and Pascal Lebard alone, one quarter (25%) of theCompany’s share capital and voting rights.Following the aforementioned capital increase carried out on9 July 2012, DLMD and Pascal Lebard disclosed that they haddirectly or indirectly gone below the thresholds of 20% and 15%of the Company’s share capital and voting rights, and togetherheld 13.61% of the Company’s share capital and voting rights.On 10 July 2012, after the entry into force of changes to thecall option agreement on Sequana shares held by DLMD,Royal Bank of Scotland informed the Company that as of9 July 2012, it could go above the legal 5% threshold and the statutorythresholds of between 0.5% and 7% of the Company’s sharecapital and voting rights.On 12 July 2012, FSI disclosed that following the capital increase,it had gone above the legal thresholds of between 5% and 20% andthe statutory thresholds of between 0.5% and 20% and that itheld 20.09% of the Company’s share capital and voting rights.On 13 July 2012, Exor SA disclosed that it had gone below thestatutory thresholds of between 27.5% and 19% and that it held18.74% of the Company’s share capital and voting rights.On 26 July 2012, Allianz group disclosed that on 9 July 2012 followingthe capital increase, it had gone below the statutory thresholdsof between 11.5% and 10.5% and that it held 10.21% of theCompany’s share capital and voting rights as of that date. It alsodisclosed that Allianz Vie had gone below the statutory thresholdsof between 6% and 5.5% and that it now held only 5.11% of theCompany’s capital and voting rights.190 | Sequana | 2012 Document de référence (English version)
General information about the CompanyInformation about the Company’s capital 5On 9 November 2012, UBS Investment Bank disclosed that ithad gone above the statutory threshold of 0.5% and that it held0.85% of the Company’s share capital, and that subsequently on21 November, it had gone below this 0.5% threshold and held0.03% of the Company’s share capital and voting rights.On 8 January 2013, Abu Dhabi Investment Authority disclosedthat it had gone above the statutory threshold of 0.5% and that itheld 0.5646% of the Company’s capital.Dealings in the Company’s shares by Sequanaexecutives, related parties and membersof their family (Article L. 621-18-2of the French Monetary and Financial Code)In accordance with Article 223-26 of the AMF’s GeneralRegulations providing for the disclosure of declarations made byexecutives, related parties and members of their family regardingdealings in the Company’s shares, readers are reminded that:■■On 26 June 2012, DLMD, a company managed and controlledby Pascal Lebard and director of Sequana, subscribed to sharesin the Company at a price of €1.50 per share, for a total amountof €15,024,231.■■On 9 July 2012, Pascal Lebard, Chief Executive Officer ofSequana, subscribed to shares in the Company at a price of€1.50 per share, for a total amount of €289,641.■■On 9 July 2012, Exor SA, a director of Sequana, subscribed toshares in the Company at a price of €1.50 per share, for a totalamount of €21,182,604.■■On 9 July 2012, Allianz France, a director of Sequana, subscribedto shares in the Company at a price of €1.50 per share,for a total amount of €300.■■On 9 July 2012, Allianz Vie, a company closely related toAllianz France, which is a director of Sequana, subscribed toshares in the Company at a price of €1.50 per share, for a totalamount of €6,643,755.■■On 9 July 2012, Allianz IARD, a company closely related toAllianz France, which is a director of Sequana, subscribed toshares in the Company at a price of €1.50 per share, for a totalamount of €7,553,796.Information likely to have an impactin the event of a public offeringIn the event of a public offering for the Company’s shares, boththe offerer and the Company must comply with relevant legislationand the guidelines published by the AMF.Sequana’s Articles of Association do not contain any specific ruleslikely to have an impact in the event of a public offering, apartfrom the Company’s entitlement to trade in its own shares undercertain conditions, even during the period in which a public offeringis made. The authorisation previously granted to the Board ofDirectors to trade in the Company’s shares in such circumstanceswas renewed by the Annual General Meeting of 26 June 2012(8 th resolution) and the Annual General Meeting of 27 June 2013will be called upon to renew this authorisation in its 13 th resolution.Stock option and share award plans include provisions wherebythe rights of grantees may be modified in the event of a publicoffering for or delisting of the Company’s shares. Certain financeagreements include an early repayment clause that can be triggeredin the event of a change in control of the Company.Share buyback programmesIn the 17 th resolution of the Combined General Meeting of19 May 2011, the shareholders granted an 18-month authorisationto the Board of Directors and, by delegation, any otherduly authorised person, to buy back Sequana shares representinga maximum of 10% of the Company’s capital. In the 12 th resolutionof the Combined General Meeting of 26 June 2012, theaforementioned authorisation was terminated in respect of theunused portion, and replaced by a new 18-month authorisationgranted to the Board of Directors and, by delegation, any otherduly authorised person, to buy back Sequana shares representinga maximum of 10% of the Company’s capital.To improve the liquidity of the Sequana share and the frequency ofits quotations on the Eurolist market of NYSE Euronext, Sequanaset up a liquidity contract in 2006. This contract is performed incompliance with the code of ethics published by the French financialmarkets association, AMAFI. Since March 2009, the liquiditycontract has been managed by Oddo Corporate Finance. Atotal of €8 million was allocated to the contract by Sequana in2010. An amendment to the liquidity contract was signed withOddo Corporate Finance on 26 April 2011, reducing the amountallocated to the contract to €6 million.All share buyback transactions in 2012 were carried out withinthe scope of the liquidity contract.Between 1 January and 14 November 2012, 1,857,628 Sequanashares with a par value of €1.50 were purchased at an averagegross volume-weighted price of €2.78. In the same period,1,523,926 Sequana shares were sold at an average gross volumeweightedprice of €3.10.Between 15 November and 31 December 2012, 356,146 Sequanashares with a par value of €9 were purchased at an averagegross volume-weighted price of €8.40. In the same period,356,626 Sequana shares were sold at an average gross volumeweightedprice of €8.35.The total amount of the negotiation fees for this period totalled€35,000.At 31 December 2012, Sequana held 109,305 treasury shares(each with a par value of €9), representing 0.43% of the Company’scapital and a market value of €900,673.20. All of these shareswere acquired in connection with the liquidity contract.Sequana | 2012 Document de référence (English version) | 191
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Chapter 1PRESENTATION OF THE GROUPP
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