Société anonyme with a share capital of €83,814,526
Registered office: 65 quai Georges Gorse 92100 Boulogne-Billancourt – France 419 838 529 RCS Nanterre
In accordance with the provisions of Article L. 225-209 et seq. of the French Commercial Code, the European Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, the Delegated Regulation n°2016/1052 of 8 March 2016, and the General Regulation of the French Autorité des Marchés Financiers (AMF), the present document aims to describe the objectives and characteristics of the repurchase by the Company of its own shares, that it could in theory implement, and proposed to the authorization of the Combined Shareholders’ Meeting today, 29 May 2020, in its 17th resolution. The preliminary notice of meeting including the agenda and the draft resolutions has been published in the Bulletin des Annonces Légales Obligatoires (BALO) on 22 April 2020 and the notice of meeting in the BALO on 11 May 2020.
Date of the Shareholders’ Meeting called to authorize the repurchase of IPSEN’s own shares
The authorization for the Company to repurchase its own shares is proposed to the Combined Shareholders’ Meeting today, 29 May 2020, in its 17th resolution.
Characteristics of the share repurchase program proposed to the approval of the Combined Shareholders’ Meeting
The objectives of the share repurchase program to be proposed at the Shareholders’ Meeting today, 29 May 2020, are to:
Stimulate the secondary market or ensure the liquidity of IPSEN shares through the activities of an investment services provider via a liquidity agreement compliant with the practices allowed by regulations, it being specified that in this framework, the number of shares used to calculate the above-mentioned limit corresponds to the number of shares purchased, decreased by the number of shares sold;
Retain the purchased shares and subsequently deliver them within the context of an exchange or a payment related to possible external growth transactions;
Ensure the hedging of stock option plans and/or free shares plans (or similar plans) in favor of Group employees and/or corporate officers as well as allocations of shares under a Company or Group savings plan (or a similar plan), as part of the sharing of the Company’s profits and/or all other forms of allocation of shares to Group employees and/or corporate officers;
Ensure the coverage of negotiable securities giving rights to the allocation of Company shares in accordance with the regulations in force;
Possibly cancel acquired shares, subject to the authorization granted by the Shareholders’ Meeting on 28 May 2019 in its thirteenth extraordinary resolution.
These purchases, sales, transfers or exchanges may be carried out by all means, including on the market or off- market, or by multilateral trading facilities or through systematic internalizers, or over-the-counter, including through the acquisition or sale of blocks of securities, and at any times as the Board shall see fit.
The Company would reserve the right to use options or derivative instruments in accordance with applicable regulations. The transactions could not be carried out during a public offer period initiated by a third party for the Company’s shares and until the end of the offer period.
Maximum amount of share capital that could be acquired, maximum number and characteristics of the corresponding shares, maximum repurchase price:
The maximum percentage of shares that might be repurchased pursuant to the terms of the resolution proposed to the Shareholders’ Meeting on 29 May 2020 is set, according to Article L. 225-209 of the French Commercial Code, at a possible repurchase of 10% of the total number of shares comprising the share capital (i.e., 8,381,452 shares as at today), specifying that the said limit is considered as of the date of the repurchases, adjusted, if applicable, to take into account the potential share capital increases or reduction that may occur during the period covered by the program. The number of shares taken into account for the calculation of the said limit corresponds to the number of shares repurchased, deducted by the number of shares sold during the program in connection with the liquidity purpose.
Since the Company is not allowed to hold more than 10% of its share capital, and considering the 763,512 shares already held as of 30 April 2020 (representing 0.91% of the share capital), the maximum theoretical number of shares that may be repurchased would be 7,617,940, representing 9.09% of the share capital, unless transfers or cancellations of shares already held.
The maximum purchase price proposed to the Shareholders’ Meeting today, 29 May 2020, is set at €200 per share. Consequently, the theoretical maximum amount likely to be devoted to these repurchase would be set by the Shareholders’ Meeting at €1,676,290,400 based on a number of 83,814,526 shares.
In accordance with the resolution proposed to the Combined Shareholders’ Meeting to be held today, 29 May 2020, any repurchase of shares may be implemented within a period of 18 months following the date of the Shareholders’ Meeting, i.e. until 28 November 2021.
This authorization will cancel and supersede the previous authorization granted by the Shareholders’ Meeting on 28 May 2019 in its twelfth ordinary resolution.
The present publication is available on the Company’s website (www.ipsen.com).
Ipsen is a global specialty-driven biopharmaceutical group focused on innovation and Specialty Care. The Group develops and commercializes innovative medicines in three key therapeutic areas – Oncology, Neuroscience and Rare Diseases. Its commitment to oncology is exemplified through its growing portfolio of key therapies for prostate cancer, neuroendocrine tumors, renal cell carcinoma and pancreatic cancer. Ipsen also has a well-established Consumer Healthcare business. With total sales over €2.5 billion in 2019, Ipsen sells more than 20 drugs in over 115 countries, with a direct commercial presence in more than 30 countries. Ipsen’s R&D is focused on its innovative and differentiated technological platforms located in the heart of the leading biotechnological and life sciences hubs (Paris-Saclay, France; Oxford, UK; Cambridge, US). The Group has about 5,800 employees worldwide. Ipsen is listed in Paris (Euronext: IPN) and in the United States through a Sponsored Level I American Depositary Receipt program (ADR: IPSEY). For more information on Ipsen, visit www.ipsen.com.
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