LISI GROUP - 2018 Financial report

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1.1.3 IShare capital authorized but not issued
On April 25, 2017, the Extraordinary Shareholders’ General Meeting
authorized the Board of Directors to issue, in one or more stages, new
shares in cash reserved for the Group’s employees who are members of
the company’s mutual fund, for a total maximum amount of €2,000,000,
issue premium included, within a period of 26 months from the date of
that Meeting.
1.1.4 IPotential capital securities
At December 31, 2018, there are no warrants providing access to capital.
1.1.5 IDividend distribution policy for the past five years
– Dividend prescription period
The distributable profit is at the disposal of the Shareholders’ General
Meeting, which determines its allocation.
In the past five years, dividends paid out per share have been as follows:
Net dividend
in €
2013 1.70
2014* 0.37
2015 0.39
2016 0.45
2017 0.48
2018(1) 0.44
* Unit value of the dividend following the 5-stock split.
(1) Subject to the decision of the Ordinary General Meeting of April 26, 2019.
The dividend payment date was set at May 3, 2019.
The timeframe for paying dividends is nine months as of the year-end
date. Unclaimed dividends are waived to the State after a period of five
years counting from the payment date.
1.2 IShare buyback program
1.2.1 IIn place at December 31, 2018
OnApril24,2018,theCombinedGeneralMeetingauthorizedtheCompany
to repurchase up to 10% of its treasury shares in the open market for a
period of 18 months, i.e. up until October 24, 2019.
Thus, LISI S.A. plans to launch a stock repurchase program for 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
professionalcodeofethicsrecognizedbytheAMF(theFrenchfinancial
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 following terms apply to this authorization:
−− the Company may not repurchase its own shares for more than €60
per share, not including transaction fees.
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. €60, is
€265,530,000.
Under the above-mentioned share repurchase program, LISI S.A.
acquired 522,330 treasury shares in 2018, i.e. 1.0% of the total number
of shares issued.
The transactions carried out by the Company on its own shares are
summarized in the table below:
Number of
shares
Average
weighted price
in €
Securities held at 01/01/2018 976,887 8.11
Shares acquired in 2018 522,330 33.52
Shares awarded in 2018 (93,545) 7.46
Shares disposed of in 2018 (491,119) 34.72
Securities held at 12/31/2018 914,553 8.39
Of which shares allocated
to remuneration in shares 864,053
Of which available shares 50,500
Shares have been purchased and sold within the scope of the market-
making contract with Oddo Corporate Finance. The market-making
contract complies with the ethical charter of the AFEI.
1.2.2 INew share buyback program
The next Shareholders’ General Meeting will be offered to renew its
programtorepurchaseLISIS.A.shares, inaccordancewiththenewrules
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.
2,705,716 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
professionalcodeofethicsrecognizedbytheAMF(theFrenchfinancial
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.
Themaximumpurchase pricemay not exceed €60 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. €60,
is €269,812,680.
Should derivative products be used, LISI S.A. will ensure that the price of
its shares is not mademore volatile as a result.