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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
118
LISI 2015 FINANCIAL REPORT
1.2.2 New share repurchase program
The next Shareholders' General Meeting will be offered to
renew its program to repurchase LISI S.A. shares, in accordance
with the new rules applicable since the entry into force of
European Rules No. 2273/2003 of December 22, 2003. LISI S.A.
offers to acquire a number of shares representing up to 10% of
the number of shares that make up its capital stock, except for
the acquisition of shares meant to be kept and the delivery of
shares against or as payment for external growth operations,
if applicable, whose total number will be limited to 5% of the
equity, i.e. 2,701,193 shares.
The duration of the stock repurchase program is set at 18
months.
The new stock repurchase program provides that the stock
purchased will serve the following purposes, in decreasing
order of importance:
■■
to increase the activity of the stock on the market by an
Investment Services Provider via a liquidity contract in
accordance with the professional code of ethics recognized by
the AMF (the French stock market authority);
■■
to grant stock options or free shares to employees and
corporate officers of the company and/or its Group;
■■
to retain and use shares as consideration or payment for
potential acquisitions;
■■
to cancel shares purchased, subject to the approval of the
Extraordinary General Meeting to be called at a later date.
The maximum purchase price may not exceed €40 per share.
The highest figure that LISI S.A. would pay if it purchased
shares at the ceiling price set by the Shareholders’ General
Meeting, i.e. €40, is €166,765,400.
Should derivative products be used, LISI S.A. will ensure that
the price of its shares is not made more volatile as a result.
1.3
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BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS – SHAREHOLDERS' AGREEMENT
1.3.1 Breakdown of share capital and voting rights over the past three years
1.3.1.1 Breakdown of share capital and voting rights
Shareholder
2015
2014
2013
as a %
of share
capital
as a % of
voting
rights
in number of
shares
as a %
of share
capital
as a %
of voting
rights
in number of
shares
as a %
of share
capital
as a %
of voting
rights
in number of
shares
CID
54.9
67.2 29,643,620 54.9 69.6 29,643,620 55.0 69.7 5,928,724
VMC
5.7
6.6 3,070,835
5.7
6.9 3,070,860
5.7
6.9
614,172
Other corporate officers
0.3
0.3
174,345
0.3
0.3
152,945
0.3
0.2
27,214
TOTAL CORPORATE
OFFICERS
60.9
74.1 32,888,800 60.8 76.7 32,867,425 60.9 76.8 6,570,110
of which directors
0.2
0.2
105,325
0.2
0.2
90,325
0.15
0.12
15,650
FFP INVEST
5.1
6.2 2,750,000
5.1
3.2 2,750,000
5.1
3.2
550,000
Treasury shares
2.3
1,233,252
2.7
1,442,328
2.8
304,314
Employees
1.3
0.8 697,000
1.3
0.8 677,650
1.2
0.8
133,250
Public
30.5
18.9 16,454,823
30.1
19.3 16,286,472 29.9
19.2 3,228,820
GRAND TOTAL
100.0 100.0 54,023,875 100.0 100.0 54,023,875 100.0 100.0 10,786,494
Shareholders or group of shareholders controlling more than
3% of share capital:
■■
The sole activity of CID, a company based at 28 Faubourg de
Belfort 90100 DELLE, is the ownership of LISI shares. As at
December 31, 2015, it held 54.9% of share capital and 67.2% of
voting rights. CID’s capital is held in almost equal proportion
by three family shareholder groups through family holdings
(Family KOHLER through CIKO, Family PEUGEOT through FFP
Invest, Family VIELLARD through VMC). While family ties
exist between shareholders, they are not directly related.
At December 31, 2015, the capital of CID broke down as follows:
–– CIKO for 30%;
–– FFP Invest for 25%;
–– VMC for 28% of the capital;
–– Others for 17%.
■■
The sole activity of CIKO, based at 28 Faubourg de Belfort
90100 DELLE is the ownership of LISI and CID shares. As at
December 31, 2015, it held 0.1% of share capital and 0.1% of