Registration Document - Pernod Ricard

7 Information
192
ABOUT THE COMPANY AND ITS SHARE CAPITAL
about share capital
Certain Company shares have a double voting right as described in
the “Voting Conditions” paragraph in the section entitled “About the
Company and its share capital” in this r eference d ocument. Of the
258,656,603 shares making up the Company capital as of 2 September
2009, 24,096,244 shares have a double voting right on this date.
On the same date, employees held 3,642,671 shares representing
1.41% of the share capital and 1.94% of the voting rights.
The shareholder agreement between shareholders of the Company
(agreement between Mr. Rafaël Gonzalez-Gallarza and Société Paul
Ricard SA (Ricard family holding company) is described below and is
also included on the AMF website (www.amf-france.org).
Crossing of thresholds
On 12 February 2009, the Capital Research and Management Company
(CRMC) crossed the threshold of 5% of the Company’s share capital;
it held 11,002,528 Pernod Ricard shares on this date, representing
5.01% of the share capital (notification of 16 February 2009; Decision
and information from the AMF no. 209C0274).
On 23 April 2009, the Capital Research and Management Company
(CRMC) crossed the threshold of 5% of the Company’s voting rights;
it held 12,291,493 Pernod Ricard shares on this date, representing
5.04% of the existing voting rights (notification of 27 April 2009;
Decision and information from the AMF no. 209C0579).
On 18 May 2009, Société Paul Ricard SA, Le Delos Invest I, Le Delos
Invest II, Le Delos Invest III and LIRIX, acting in concert with
Ms. Danièle Ricard, Mr. César Giron, Mr. François-Xavier Diaz and
Mr. Rafaël Gonzalez-Gallarza, declared that they had, on 14 May 2009,
fallen below the threshold of 15% of the share capital and that they
jointly held 38,601,542 shares and 57,918,752 voting rights, i.e. 14.93%
of Pernod Ricard’s share capital and 20.49% of Pernod Ricard voting
rights respectively (based on the capital comprising, as of 18 May
2009, of 258,574,803 shares representing 282,624,479 voting rights).
On 18 May 2009, Société Paul Ricard SA also declared that it had
individually crossed, directly and indirectly via Le Delos Invest I,
Le Delos Invest II, Le Delos Invest III and LIRIX, which it controls
as defined in article L. 233-3 of the French Commercial Code, the
thresholds of 20% of the voting rights and 15% of the capital in Pernod
Ricard holding, directly and indirectly, 36,932,324 shares representing
56,065,328 voting rights, i.e. 14.28% of the share capital and 19.84%
of the voting rights (based on the same number of shares and voting
rights as of 18 May 2009). Société Paul Ricard SA declared that it had
individually fallen below the threshold of 15% of the voting rights in
Pernod Ricard (based on the same number of shares and voting rights
as of 18 May 2009). These crossings of thresholds resulted from the
Pernod Ricard capital of 14 May 2009.
Shareholders’ agreements
Pernod Ricard was notified on 8 February 2006 of the signing of
a shareholders’ agreement between Mr. Rafaël Gonzalez-Gallarza
and Société Paul Ricard SA. Pursuant to this agreement, Mr. Rafaël
Gonzalez-Gallarza undertakes to consult Société Paul Ricard SA prior
to any Pernod Ricard Shareholders’ Meeting in order for them to vote
the same way. Furthermore, Mr. Rafaël Gonzalez-Gallarza undertook
to notify Société Paul Ricard SA of any additional purchase of Pernod
Ricard shares and/or voting rights, and also undertook not to purchase
any Pernod Ricard shares if such a transaction would force Paul Ricard
PERNOD RICARD
and the parties acting in concert to launch a public offer for Pernod
Ricard. Finally, Société Paul Ricard SA has a pre-emption right with
regard to any Pernod Ricard shares that Mr. Rafaël Gonzalez-Gallarza
may wish to dispose of.
On 5 May 2009, Société Paul Ricard SA notified Pernod Ricard of the
termination, with effect from 30 April 2009, of the shareholder’s
agreement which entered into force on 22 March 2006 between Société
Paul Ricard SA on the one hand and Kirin International Finance BV
and Kirin Brewery Company on the other, in the presence of Pernod
Ricard. The termination takes place within the scope of the sale, on
30 April 2009, of 8,227,544 Pernod Ricard shares by Kirin Holdings
Netherlands BV (previously known as Kirin International Finance BV)
in the favour of the simplified joint stock company Le Delos Invest III,
a company controlled by Paul Ricard as defined in article L. 233-3 of
the French Commercial Code. As a result of this termination, Kirin
Holdings Netherlands BV no longer acts in concert with the Paul
Ricard Company, its subsidiaries, Mr. Rafaë l Gonzalez- Gallarza, César
Giron and François- Xavier Diaz as of 30 April 2009.
Additional information on the shareholders
According to the most recent survey on identifiable bearer shares,
the number of Pernod Ricard bearer shareholders may be estimated
at approximately 110,000. Furthermore, 12,700 shareholders have
registered securities.
To Pernod Ricard’s knowledge, no shareholder directly or indirectly
holds more than 5% of the share capital or voting rights that is not
included in the table on the Breakdown of share capital and voting
rights.
There is no individual or corporate body that exercises, directly or
indirectly, on its own or jointly, or in concert, control over Pernod
Ricard’s share capital.
To the Company’s knowledge, there have not been any significant
changes in the breakdown of the Company’s share capital during the
last three financial years, other than those shown in the table on the
Breakdown of share capital and voting rights.
Pernod Ricard is the only company in the Group listed on the Stock
Market (in Paris).
However, further to the integration of Allied Domecq, the Pernod
Ricard Group now controls Corby Distilleries Limited, of which it
holds 46% of the share capital and 51% of the voting rights, which is
listed on the Toronto (Canada) Stock Market.
Equity investments and stock options
Directors’ equity investments in the issuer’s
share capital
Detailed information is provided in the “Human resources” paragraph
in the “Management report” section of this document.
Transactions involving Pernod Ricard
shares made by Directors in the 2008/2009
financial year
Detailed information is provided under “Human resources” in the
“Management report” section of this document.
I REFERENCE DOCUMENT 2008/2009 I