ADP // 2021 Universal Registration Document
CAP I TAL AND SHAREHOLD I NG STRUCTURE 7 ADDITIONAL INFORMATION ON THE SHARE CAPITAL AND STATUTORY PROVISIONS
17 May 2022 of the draft resolution relating to the authorisation to be given to the Board of Directors to the effect of trading in the Company’s shares, of implementing the share buyback programme authorised by said meeting under a liquidity contract entered into between the Company and an investment services provider, namely as of the date of this document, Rothschild & Compagnie Banque. The sum of €30 million has been allocated to the implementation of this objective, In addition, the authorisation granted by the Board of Directors on 16 February 2022 (described in section 7.4.1 above) authorising the buyback of ADP shares up to a maximum number of 7,916,648 ADP shares (in this, not including the shares repurchased as part of the aforementioned implementation of the liquidity agreement), is intended to continue under the conditions provided for by the authorisation that would be approved by the shareholders on 17 May 2022, at a maximum price of €210 (excluding acquisition costs) up to a total amount increased to €1,675 billion (for the entire buyback programme, including the shares acquired under the liquidity contract). Securities not representing share capital Aéroports de Paris’ outstanding bond debt amounted to €8,206 million at 31 December 2021. Details of the bonds are provided in Note 9.4.1 to the consolidated financial statements presented in Chapter 6.
The shares purchased and held by Aéroports de Paris will be deprived of their voting rights and will not provide rights to the payment of the dividend. The acquisition, disposal or transfer of shares may be carried out at any time within the limits authorised by the laws and regulations in force, and by any means, in one or more stages, on regulated markets, multilateral trading systems or over-the-counter, including by acquisition or disposal of blocks, by public offer to purchase, sell or exchange, or by the use of options or other traded financial contracts or by remittance of shares following the issue of securities giving access to the Company’s capital by conversion, exchange, redemption, exercise of a bond or in any other manner, either directly or indirectly through an investment services provider (without limiting the portion of the buyback programme that may be implemented by any of these means), or in any other manner. The Company may, under the authorisation, acquire the shares up to a maximum purchase price per share of €210, excluding acquisition costs, for purchases made as part of all programme operations. The maximum amount that the Company may allocate to this share buyback programme is €1,675 million. Duration of the programme: 18 months from 17 May 2022, i.e. until 17 November 2023. Implementation of the programme: the Board of Directors decided, on 30 March 2022, subject to the condition precedent of the approval by the General Meeting of Shareholders of
Capital authorised but not issued The table below specifies (1) the delegations approved by the shareholders at the Extraordinary General Meeting of 12 May 2020 (the “EGM”) for a period of 26 months and that were in effect on 31 December 2021, (2) the number of draft resolutions concerned, and (3) the maximum nominal amount of each transaction. These delegations were not used during the 2021 financial year.
Corresponding resolution number
Maximum nominal amount or ceiling as a percentage (authorisation for 26 months) €97 million, i.e. 33% in capital for dilutive AKs P Overall ceiling against which the following sub-ceilings are charged: €97 million 1 i.e. 33% in share capital for AKs with preferential subscription rights; €29 million 3 , i.e. 10% in capital for AKs without preferential subscription rights €29 million 6 , i.e. 10% in capital for AKs during the offer period
Delegations given to the Board of Directors by the EGM
Purpose
Dilutive capital increases (AK)
32
Global cap on dilutive share capital increases
Share capital increase €97 million P 1 i.e. 33% in capital Issue of debt securities €500 million 2 Share capital increase €29 million P 3 i.e. 10% in capital Issue of debt securities €500 million 2 Share capital increase € 29 million P 3 i.e. 10% in capital Issue of debt securities €500 million 2
Share capital increase with preservation of the pre-emptive subscription rights. Share capital increase with removal of the pre-emptive subscription right, through a public offering Share capital increase with removal of the pre-emptive subscription right, through a private placement offer Increase in the number of shares in the event of a capital increase with or without preferential subscription rights
23
24
25
26
Increase in the number of securities to be issued
15% of the initial issue P 4
424
AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 202 1
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