Compagnie des Alpes // 2021 Universal Registration Document
6 SHARE CAPITAL AND SHAREHOLDING Stock market information
6.2.9 FACTORS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A TAKEOVER BID Potentially key factors in the event of a takeover bid for the Company’s shares as referred to in Article L. 22-10-11 of the French Commercial Code are set out in this document as indicated below: l Company’s shareholder structure: Chapter 6, section 6.2.1; l powers of the Board of Directors, in particular the issue or buyback of shares: Chapter 6, sections 6.1.2 and 6.1.3 the delegations granted to the Board of Directors are, unless authorised by the Shareholders’ Meeting, suspended during a pre-offer period and a takeover bid initiated by a third party for the Company’s shares, until the end of the offer period (with the exception of authorisations and delegations relating to employee shareholding);
l restrictions under the Company’s by-laws on the use of voting rights and on share transfers or contractual clauses of which the Company is made aware in accordance with Article L. 233-11: Chapter 3, section 3.1.3.2 and Chapter 6, section 6.2.3; l direct or indirect shareholdings in Company capital of which the Company is aware pursuant to Articles L. 233-7 and L. 233-12: Chapter 6, section 6.2.1; l list of holders of any securities with special control rights and a description of these (preferred shares): none; l control mechanisms provided for in a possible employee shareholding system, when the control rights are not exercised by the latter: Chapter 6, section 6.2.6; l agreements between shareholders of which the Company is aware and which may result in restrictions on the transfer of shares and the exercise of voting rights: to the Company’s knowledge, there are no agreements between shareholders that could result in restrictions on the transfer of shares and the exercise of voting rights of the Company; l rules applicable to the appointment and replacement of members of the Board of Directors and the amendment of the Company’s by- laws: Chapter 3 section 3.1.1.2; As regards the amendment of the by-laws, the Extraordinary Shareholders’ Meeting alone is authorised to amend the by-laws;
l agreements providing for severance pay for members of the Board of Directors and employees if they resign or are dismissed without valid and serious cause, or if their employment is terminated following a takeover bid: Chapter 3, section 3.3.1.1; l with regard to the agreements entered into by the Company that may be amended or terminated in the event of a change of control of the Company, unless such disclosure, other than in the case of a legal obligation to disclose, would seriously harm its interests, three contracts or types of contracts including a so-called ownership clause have been identified: l the credit agreements renegotiated in 2017 include an ownership clause detailed (Chapter 5, Note 6.12. to the Consolidated Financial Statements), as well as certain bilateral credit lines, l the licensing agreement for use of the corporate names “Caisse des Dépôts et Consignations” and “Groupe Caisse des Dépôts”, which CDC has the right to terminate in the event that Compagnie des Alpes ceases to be a part of Groupe CDC, l certain concession agreements providing various types of clauses for change in proxy control (mainly related to the shareholding of Groupe Caisse des Dépôts), which require the prior approval of the authority granting the concession.
6.3 Stock market information
6.3.1 CONTEXT Compagnie des Alpes was floated on the stock market on 18 November 1994 at a price of €8.20 (after taking into account the two-fold division of the nominal value in 2007 and the various securities transactions, in particular the Capital Increase with Pre-emptive subscription rights of June 2021). Compagnie des Alpes’ stock is listed in Segment B (Mid-caps) of Euronext. It is listed on the CAC All-Tradable (formerly SBF 250), CAC Mid & Small (formerly CAC Mid & Small 190), and CAC Small (formerly CAC
Small 90). The former CAC Mid 100, an index which included CDA, was replaced by the CAC Mid 60 which no longer included CDA. Since 26 May 2010, CDA stock benefits from the “long-only” Deferred Settlement Service ( Service de Règlement Différé – SRD), meaning shares are SRD-eligible upon purchase only. This change in the SRD will increase the list of SRD-eligible stocks within specific technical parameters. This new arrangement allows investors to leverage their CDA shares.
6.3.2 THE SECURITIES MARKET DURING FINANCIAL YEAR 2020/2021 The share price of Compagnie des Alpes was €16.90 on 30 September 2020 (excluding the impact of the capital increase with preferential subscription rights (PSR) carried out in June 2021). At the close of the last trading day before the Capital Increase ( i.e. 9 June 2021), the share was quoted at €22.45. The following day at the opening, the share, excluding preferential subscription rights, was quoted at €17.30 and the preferential subscription right was at a price of €6.53.
The average volume per trading day almost doubled over the financial year, increasing from 15,470 shares per session in 2019/2020 to 27,986 shares per session in 2020/2021. This acceleration was really felt over the last four months of the financial year, as a result of the capital increase of last June, rising to nearly 54,000 shares per trading day. It should be recalled that it was 9423 in 2018/2019, 10,877 in 2017/2018, 13,150 in 2016/2017, 13,260 in 2015/2016, 16,160 in 2014/2015 and 8,000 shares in 2012/2013.
Based on the impact of the Capital Increase, the share price of Compagnie des Alpes was €11.98 at close on 30 September 2020. It increased significantly over the course of the financial year as it closed at €14.86 on 30 September 2021. At the same date, the Group’s market capitalisation was €748 million.
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Compagnie des Alpes I 2021 Universal registration document
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