AFFINE : Share buy-back programm
06/26/2009| 05:29am US/Eastern
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PR Newswire/Les Echos/
A French limited company (SA) with share capital of EUR47,800,000
Head Office: 4, square Edouard VII - 75009 Paris, FRANCE
Paris register of companies ref. 712 048 735 Paris
Presentation of the programme to repurchase own shares approved by the Combined
General Meeting of Shareholders of 29 April 2009
Pursuant to Articles 241-1 to 241-6 of the General Regulations of the French
Financial Markets Authority (AMF) and Commission Regulation (EC) No 2273/2003 of
22 December 2003, which came into force on 13 October 2004, concerning the
methods of implementation of Directive 2003/6/EC of 28 January 2003, the purpose
of the present document is to describe the objectives and the terms and
conditions of the share repurchase programme approved by the General Meeting of
Shareholders of 29 April 2009.
I - SUMMARY OF THE MAIN CHARACTERISTICS OF THE OPERATION
- Issuer: Affine, a company listed on the NYSE Euronext Paris regulated market,
ISIN FR 0000036105, included in the SBF 250 (CAC Small 90), IEIF-SIIC and
EPRA indexes.
- Share repurchase programme:
· Securities concerned: Affine shares
· Maximum percentage of the share capital concerned: 10%
· Maximum unit purchase price: EUR30 excluding expenses
· Objectives of the programme:
· market making through a liquidity contract;
· allocation of shares to the employees;
· purchase for retention or remittance in exchange or as payment in
connection with potential external growth transactions
(within the limit of 5% of the share capital);
· cancellation of shares.
· Maximum duration of the programme: 18 months from the date of the General
Meeting, i.e. until 29 October 2010 at the latest.
II - ASSESSMENT OF THE PREVIOUS SHARE REPURCHASE PROGRAMME
The liquidity contract signed on 20 January 2003 with Fortis Securities France
(now Fortis Bank France) complies with the new code of ethics of the French
Association of Investment Firms (AFEI) included as an appendix to the decision
of the French Financial Market Authority (AMF) of 22 March 2005.
- Summary declaration table
Declaration by the issuer of transactions in own shares from 4 June 2008 to
29 April 2009
Percentage of the share capital held directly or
indirectly at 29 April 2009 7.23%
Number of shares cancelled during the past 24 months 0
Number of shares in the portfolio on 29 April 2009(1) 586,844
Book value of the portfolio on 29 April 2009 EUR11,228,425.88
Market value of the portfolio on 29 April 2009 based
on the last quoted price (EUR10.96) EUR6,431,810.24
(1) including 365,604 for market making, 86,240 for the free allocation of
shares and 135,000 for retention and remittance in exchange or in payment in
connection with potential external growth transactions (within the limit of 5%
of the share capital).
Cumulative gross flows Open positions at 29 April 2009
Purchases Sales / Open purchases Open sales
Transfers
Number of Call Forward Call Forward
securities 680,744 234,973 options purchases options sales
bought sold
Maximum average
due date - - - -
Average
transaction
price (EUR) 13.35 14.23
Average exercise
price (EUR) - - - -
Total (EUR) 9,089,514.81 3,343,153.10
All of the shares acquired before 13 October 2004 were allocated to market
making in connection with the liquidity contract. The company did not use
derivative products.
III - OBJECTIVES OF THE SHARE REPURCHASE PROGRAMME AND USE OF THE SHARES
PURCHASED
The objectives of this repurchase programme as defined in Resolutions 6 and 21
of the General Meeting of Shareholders of 29 April 2009 are classified by
decreasing order of priority (which bears no relation to the actual order of
implementation, which will be determined according to requirements and
opportunities), and concern the following situations:
• market making by means of a liquidity contract, in accordance with the code
of ethics of the French Association of Investment Firms (AFEI), recognised by
the Financial Markets Authority,
• grants of shares to employees subject to legal provisions,
• purchase for retention or remittance in exchange or in payment, in
connection with potential external growth transactions (within the limit
of 5% of the share capital)
• cancellation of shares
The shares bought and retained by Affine shall be deprived of voting rights and
will not confer dividend rights.
The Board of Directors will inform the shareholders at the Annual General
Meeting of the purchases and transfers of shares carried out in this way, as
well as the different objectives to which the shares acquired are allocated,
and, where appropriate, reallocated, in accordance with legal requirements.
IV - LEGAL FRAMEWORK
This program is in line with the provisions of Articles 241-1 to 241-6 of the
general regulations of the French Financial Markets Authority (AMF) and EC
Regulation 2273/2003 of 22 December 2003. It was approved by the Combined
General Meeting of Shareholders (Resolutions Nos. 6 and 21) of 29 April 2009.
V - TERMS AND CONDITIONS
1) Maximum amount of the share capital that may be acquired, and maximum amount
payable by Affine
The maximum proportion of the share capital that Affine may acquire at any time
is limited to 10% of the share capital. Given that the company directly held
586,844 own shares at 29 April 2009, i.e. about 7.23% of the share capital, a
maximum of 224,512 shares may be bought back, i.e. 2.77% of the share capital,
unless the company sells or transfers the securities it already holds.
The maximum purchase price of each share is EUR30. The maximum amount of capital
that may be allocated to the share repurchase is EUR24,000,000.
In accordance with current legislation, the company undertakes not to hold,
directly or indirectly, more than 10% of the share capital
2) Repurchase procedure
The purchases, sales and transfers may be carried out using any methods
available on the market, or by mutual agreement, including transactions
concerning blocks of securities. It is stated that the resolution put to the
shareholders does not limit the proportion of the programme that can be carried
out by purchasing blocks of securities. The Board of Directors may choose to
carry out these transactions at any time, including during the public offering
of shares, within the limits allowed under stock market regulations. If
derivative products are used, the company shall make sure that it does not
increase the volatility of the security.
3) Programme duration and schedule
The share repurchase programme will end:
- either at the end of the General Meeting called to give a ruling on the
financial statements for the financial year which ended on 31 December 2009,
if the programme is ended by the General Meeting with immediate effect, for
the unused part;
- or at the latest on 29 October 2010, at the end of the maximum period of
18 months.
4) Financing ofthe repurchase programme
The repurchase programme will be funded by Affine's own resources.
VI - BREAKDOWN OF AFFINE'S CAPITAL
On 29 April 2009 Affine's share capital amounted to EUR47,800,000 divided into
8,113,566 shares without statement of their par value. Shares registered in the
name of the same shareholder for more than two years confer double voting
rights.
To the company's best knowledge, the breakdown of its capital at 29 April 2009
was as follows:
Breakdown of the capital Breakdown of voting rights
Number of shares % Number of %
voting rights
Holdaffine BV 2,893,857 35.7 5,787,714 53.1
Penthièvre Holding 1,003,297 12.4 1,003,297 9.2
JDJ Two & Ariel Lahmi 558,678 6.9 646,350 5.9
FLOAT 3,657,734 45.1 4,047,764 31.8
TOTAL 8,113,556 100.0 10,903,410 100.0
To the company's best knowledge, in the float, only AXA AEDIFICANDI held more
than 5% of the share capital at 29 April 2009.
This presentation and previous presentations are available on the company's
website (www.affine.fr).
About the Affine Group:
The Affine group is structured around three property companies:
- Affine, a property company with French REIT (SIIC) status listed on NYSE
Euronext Paris, operates as an investor (offices, warehouses, stores)
throughout France. It is also a credit institution in respect of its
financial leasing business. The Affine share is included in the SBF 250
(CAC Small 90), SIIC IEIF and EPRA indices. As of 31 December 2008, its
market capitalisation represents approximately EUR105 million and its rental
properties are estimated at EUR616 million.
- Banimmo, a Belgian property company listed on NYSE Euronext Brussels and
Paris, is controlled by Affine (50%) and the company's management (28.4%). It
is dedicated to renovating and repositioning buildings in Belgium, France and
Luxembourg. As of 31 December 2008, its market capitalisation is around
EUR170 million and its assets are estimated at EUR288 million.
- AffiParis is a French REIT (SIIC) listed on NYSE Euronext Paris, and
specialised in commercial property in Paris. As of 31 December 2008, its stock
market capitalisation is EUR26 million and the value of its assets stands at
EUR236 million.
The group also has subsidiaries specialised in logistics engineering (Concerto
Développement) and property development (Promaffine).
CONTACTS
CITIGATE DEWE ROGERSON: Nicolas Castex - Agnès Villeret
Tel. + 33 (0) 1 53 32 78 88/95 - nicolas.castex@citigate.fr or
agnes.villeret@citigate.fr
AFFINE: Maryse Aulagnon - Alain Chaussard
Tel. + 33 (0) 1 44 90 43 10 - info@affine.fr
Frank Lutz - Financial Communication Manager
Tel. + 33 (0) 1 44 90 43 53 - frank.lutz@affine.fr
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