technicolor - 2019 Universal registration document
1 PRESENTATION OF THE GROUP SHARE CAPITAL AND SHAREHOLDING
Share buy back 1.4.2 The following paragraphs specify the information to be provided pursuant to Article L. 225-211 of the French Commercial Code. No share purchase program was submitted for approval at the Combined Shareholders’ Meeting convened on June 14, 2019. SHARE MANAGEMENT AGREEMENT The share management agreement signed between Technicolor SA and Natixis which had been suspended since April 26, 2018, was terminated on September 25, 2019. At the termination date, the following assets were booked to the liquidity account: 703,925 Technicolor shares; • €295,644.17. • Pursuant to this agreement consistent with the Code of Conduct of the Association française des marchés financiers (AMAFI), approved by the AMF in its decision of March 21, 2011, the 703,925 remaining shares were sold on the market. HOLDING AND ALLOCATION OF TREASURY SHARES AS OF DECEMBER 31, 2019 of December 31, 2019, the Company did not hold any treasury shares. TRANSACTIONS CARRIED OUT BY THE COMPANY ON ITS OWN SHARES BETWEEN JANUARY 1, 2019 AND DECEMBER 31, 2019 In accordance with Article L. 225-211 of the French Commercial Code, during the period from January 1, 2019 to December 31, 2019, the Company’s aggregate sales totaled 1,074,994 shares (at the average price of €0.782), amounting to €840,694.17 or 0.26% of the share capital. The Company did not purchase any shares during this period.
POTENTIAL MODIFICATIONS TO THE COMPANY’S SHARE CAPITAL GRI [102-10]
As of December 31, 2019, a total of 9,853,731 stock options are outstanding in the framework of stock options plans, part of which remains subject to the achievement of performance conditions (for details of these plans, see Chapter 4: “Corporate governance and compensation”, section 4.2.4: “Stock Option Plans and Performance or Restricted Share Plans” of this Universal Registration Document). If all options in the Stock Option Plans were exercised, this would lead to the issuance of 9,853,731 shares. Technicolor’s share capital would be composed of 424,314,909 ordinary shares, i.e. a 2.38% increase in the number of shares from December 31, 2019. As of December 31, 2019, a total of 6,471,026 performance shares could be vested to employees and Corporate Officers under performance conditions set by the performance share plans (for details of these plans, see Chapter 4: “Corporate governance and compensation”, section 4.2.4: “Stock Option Plans and Performance or Restricted Share Plans” of this Universal Registration Document). If all shares in the performance share plans were delivered, this would lead to the issuance of 6,471,026 shares. Technicolor’s share capital would be composed of 420,932,204 ordinary shares, i.e. a 1.56% increase in the number of shares from December 31, 2019. As of the date of publication of this Universal Registration Document, no other securities giving access to capital are in circulation. To the Company’s knowledge, as of the date of publication of this Universal Registration Document, no shares of the Company are pledged. ELEMENTS LIKELY TO HAVE AN INFLUENCE IN CASE OF A PUBLIC OFFER Pursuant to Article L. 225-100-3 of the French Commercial Code, the agreements governing the Term Loan Debt, the RCF and the €35 million bilateral credit facility to which Group companies are parties contain change of control clauses. For more information on these agreements, please refer to Chapter 2: “Operating and financial review and prospects”, section 2.3.3: “Financial resources” of this Universal Registration Document. TECHNICOLOR SHARES SUBJECT TO A SECURITY INTEREST
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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019
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