Registration Document - Pernod Ricard

ABOUT THE COMPANY AND ITS SHARE CAPITAL 7
Information about share capital
Information about share capital
The conditions under which the bylaws submit changes to the share
capital and the rights attached thereto are compliant in every aspect
with legal stipulations in France. The bylaws do not provide for any
overriding provisions and do not impose any special contingencies.
Amount of paid-up capital
at 30 June 2009
On 7 April 2009, the Board of Directors recorded that on 1 April 2009
the share capital had increased by a nominal amount of €163,693.95
as a result of the exercise of 105,609 stock options, since 1 July 2008,
granting entitlement to the same number of Pernod Ricard shares.
On 14 May 2009, the Company recorded a cash capital increase
through which 38,786,220 new shares were issued, leading to a capital
increase for the Company for the nominal amount of €60,118,641.
On 22 July 2009, the Board of Directors recorded that on 30 June 2009
the share capital had increased by a nominal amount of €101,886.15
as a result of the exercise of 65,733 stock options, since 14 May 2009,
granting entitlement to the same number of Pernod Ricard shares.
As a result, Pernod Ricard’s subscribed and fully paid up share capital
amounted to €400,892,830.80 as of 30 June 2009, divided into
258,640,536 shares with a nominal value of €1.55.
Shares not representing
capital
There are no shares that do not represent the Company’s share
capital.
Pernod Ricard shares held by Le Delos Invest I, Le Delos Invest II and
Lirix (companies controlled by Société Paul Ricard SA, as defined in
article 233-3 of the French Commercial Code) are pledged for third
parties.
Pernod Ricard shares held by Le Delos Invest III (a company
controlled by Société Paul Ricard SA, as defined in article 233-3 of the
French Commercial Code) were transferred as collateral for the good
performance of its obligations under the terms of a prepaid forward
transaction entered into on 10 April 2009.
Financial authorisations
General authorisations
The Combined (Ordinary and Extraordinary) Shareholders’ Meeting
of 7 November 2007 granted the Board of Directors a number of
financial authorisations, for a period of 26 months, in accordance
with article L. 225-129 et seq. of the French Commercial Code, of which
the main terms are outlined below. The purpose of the authorisations
are to allow the Company, if necessary, to increase in due course their
capital either by the capitalisation of reserves, earnings, premiums or
others, or the issue, with or without preferential subscription rights,
of different securities granting access, immediately or in the future,
to Pernod Ricard’s capital.
The same Meeting also delegated authority to the Board of Directors
to decide, if the expected demand is exceeded at the time of a capital
increase with or without preferential subscription rights, to increase
the shares issued at the same price as that in the initial issue, within
the regulatory periods and limits.
Since the majority of these authorisations expire in January 2010,
at the Shareholders’ Meeting of 2 November 2009 a number of new
financial authorisations will be put to the vote, of which the terms
and conditions are outlined under “Presentation of the resolutions”
in the section “Combined (Ordinary and Extraordinary) Shareholders’
Meeting” in this document.
Securities representing capital
(i) Issues of shares or securities with preferential
subscription rights
The Combined (Ordinary and Extraordinary) Shareholders’ Meeting
of 7 November 2007 authorised the Board of Directors to:
◆ perform one or more capital increases, via the issue of ordinary
shares and/or securities granting access to the share capital, with
preferential subscription rights;
◆ perform one or more capital increases, via the capitalisation of
premiums, reserves, earnings or others.
The maximum nominal amount of capital increases that may be
performed under the aforementioned authorisations was set at
€170 million: this is an overall limit applied to all issues performed
under any of the aforementioned authorisations, as well as any
issue performed with cancellation of preferential rights (it being
specified that the maximum nominal amount of the latter is limited
to €68 million).
If necessary, a supplementary amount will be added to this limit for
shares to be issued, in accordance with the law, to preserve the rights
of holders of securities or rights granting access to share capital.
The maximum nominal amount of debt securities that may be issued
within the scope of the first authorisation, mentioned above, was set
at €5 billion.
(ii) Issues of shares or securities with cancellation
of preferential subscription rights
The Combined (Ordinary and Extraordinary) Shareholders’ Meeting
of 7 November 2007 authorised the Board of Directors to:
◆ carry out one or more capital increases, via the issue of ordinary
shares or securities granting access to share capital with
cancellation of preferential subscription rights, via public offer,
within the limits of a maximum nominal amount of €68 million
(the Board of Directors is bound by legal and regulatory constraints
in terms of the issue price). This amount will be deducted from the
I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 185