PARIS–(BUSINESS WIRE)–Regulatory news:
In accordance with the provisions of Article 241-2 and next. of the General Regulations of the Authorité des marchés financiers (AMF), Article L 451-3 of the French Financial and Monetary Code, European Regulations and AMF Decree No. 2018-01 of July 2, 2018, the purpose of this description is to clarify the objectives and terms of AXWAY’s share repurchase program SOFTWARE (Paris:AXW) (hereinafter the “Company”), the execution of which has been delegated to the Board of Directors, with the power to sub-delegate to its Chief Executive Officer, by the Combined General Meeting of May 24, 2022.
I. Objective breakdown of the shares held on June 30, 2022
On June 30, 2022, the Company owned 460,744 treasury shares representing 2.13% of the share capital.
On this date, the shares held by the Company consisted of:
– 36,986 shares held for the purpose of maintaining liquidity in Axway Software shares under a liquidity contract;
– 350,000 shares representing the cumulative total of share buybacks since February 25, 2022;
– 73,758 shares managed by the registered shares managed by Axway Software.
Axway Software has not used any derivatives under its previous share repurchase program.
II. Description of the new share repurchase program
1. Issuer and securities
Axway Software is the issuer and the securities are the common stock of the Company, admitted for trading in Compartment B of the regulated market of NYSE Euronext Paris under ISIN code FR0011040500.
2. Date of the General Meeting of Shareholders that approved the program
The Combined General Meeting of 24 May 2022 (in its fourteenth resolution).
3. Maximum share capital and maximum number of shares that may be acquired
Shares can be purchased under the share buy-back program up to the limit of 10% of the Company’s share capital, ie 2,163,359 shares to date. This ceiling is calculated on the basis of the number of shares constituting the capital on the redemption date, it being understood that the total number of shares repurchased by the Company to be retained or exchanged in the event of an acquisition, merger, divestiture or contribution may not exceed 5% of the Company’s shares.
Taking into account the 460,744 shares already held (2.13% of the share capital), the maximum number of shares that the Company can acquire through this new share repurchase program is 1,702,615 or 10% of the share capital, unless the Company has the entire existing property.
4. Maximum purchase price of the securities
The Combined Shareholders’ Meeting of 24 May 2022 approved a maximum purchase price per share of €47 (excluding acquisition costs), ie a maximum for the program totaling €101,677,906 excluding acquisition costs.
At its meeting of July 26, 2022, the Board of Directors of the Company sub-delegated the execution of the share repurchase program to the Chief Executive Officer, who has set a maximum purchase price per share (excluding purchase costs) of €47, in accordance with the authorization granted by the general Assembly. This limit can be revised if necessary.
5. Program Objectives
The objectives of the share repurchase program approved by the General Meeting of May 24, 2022 are:
enabling secondary market making or assuring the liquidity of Axway Software shares through an investment service provider through a regulatory compliant market making agreement, noting that the number of shares used to calculate the above limit is equal to the number of shares purchased, less the number of shares sold;
holding shares that are repurchased for later exchange or use as consideration in acquisitions, mergers, spin-offs and asset transfer transactions;
providing coverage of stock purchase option plans and/or free stock plans (or similar plans) for employees and/or the Group corporate officers, as well as granting shares through a Group or Corporate Savings Plan (or similar plan), Corporate Profit Shares and/or all forms of allocation of shares to employees and/or corporate officers of the Group;
providing cover for securities entitling to the granting of shares in the Company in accordance with applicable regulations;
any cancellation of the acquired shares, pursuant to the authorization granted by the General Meeting of Shareholders of 24 May 2022 in its 14e extraordinary resolution;
pursuing any other purpose that is or will be permitted by applicable regulations.
6. Share Repurchase Program Terms and Conditions
The transactions conducted under the Company’s share repurchase program may be conducted on one or more occasions by any means permitted under applicable regulations, on or off the market, at a multilateral trading venue, with a systematic internaliser or over the counter, in particular through the purchase or sale of blocks of shares, or otherwise through the use of derivatives traded on a regulated market or over the counter (such as call and put options or a combination thereof) or warrants or more generally securities convertible into shares of the Company under the conditions permitted by the competent market authorities and as and when decided by the Board of Directors or a person acting on behalf of the Board of Directors. It should be noted that the portion of the treasury share buyback program conducted through the purchase of blocks of shares is unlimited and may represent the full amount of that program.
7. Program duration
The program will run for a period of eighteen (18) months from the date of authorization by the Combined General Meeting of May 24, 2022, ie, through November 24, 2023.
This document is available on the company’s website, Investor Relations section: