Regulatory News:
Amplitude Surgical (Paris:AMPLI) (Euronext - FR0012789667), a
leading French player in the international market for lower limb
prostheses, announces and details the Description of the share
buyback program approved by the Ordinary and Extraordinary
Shareholders’ Meeting of 10 June 2015.
1. Legal framework
Pursuant to Articles L.225-209 et seq. of the French Commercial
Code, Articles 241-1 to 241-6 of the General Rules of the Autorité
des marchés financiers as well as the European regulation on market
abuses, this description intends to describe the objectives and the
terms and conditions of the share buyback program of Amplitude
Surgical (the “Company” or “Amplitude Surgical”) as
approved by the Ordinary and Extraordinary Shareholders’ Meeting of
10 June 2015.
This description is made available to the shareholders on
Amplitude Surgical’s website (www.amplitude-surgical.com).
2. Number of shares and portion of share capital held by the
issuer
As at 28 July 2015, Amplitude Surgical’s share capital is
€469,298.52 divided into 46,929,852 shares each with a par value of
€0.01.
As at 28 July 2015, Amplitude Surgical does not hold any of its
own shares.
Amplitude Surgical’s shares are listed on the regulated market
of Euronext in Paris (ISIN Code: FR0012789667, Mnemonic:
AMPLI).
3. Allocation by objectives of the shares held
As at 28 July 2015, Amplitude Surgical does not hold any of its
own shares.
4. Objectives for the share buyback program approved by the
Ordinary and Extraordinary Shareholders’ Meeting of 10 June
2015
The acquisition of the shares may be carried out, in order of
highest priority to lowest, with a view to:
- ensuring liquidity and activity in the market for the shares
of Amplitude Surgical through an investment services provider,
acting independently under a liquidity agreement and in accordance
with a market ethics charter acknowledged by the Autorité des
marchés financiers;
- performing the obligations related to the allotment of options
on shares, the allotment of free shares or other allotments,
allocations or sales of shares to the employees or the corporate
officers of Amplitude Surgical or of an affiliated company, in
accordance with the conditions set forth by the market authorities
and at such times that the Board of Directors or any person acting
upon the authority of the Board of Directors implements such
actions;
- ensuring the coverage of the undertakings of Amplitude
Surgical under rights providing for a cash settlement based on the
positive evolution of the trading price of the shares of Amplitude
Surgical granted to the employees and to the corporate officers of
Amplitude Surgical or of an affiliated company;
- retaining shares and delivering shares of Amplitude Surgical
further to an exchange or as a consideration in the context of
external growth transactions, in accordance with acknowledged
market practice and applicable regulations;
- delivering shares of Amplitude Surgical in connection with the
exercise of rights attached to securities conferring access by any
means, immediately or in the future, to shares of Amplitude
Surgical;
- cancelling all or part of the shares so repurchased, in
accordance with applicable laws and subject to an authorization
being granted by the extraordinary shareholders’ meeting;
– any other action that is or will become permitted by French
law or the Autorité des marchés financiers or any purpose that may
comply with the regulations in force.
5. Terms and conditions
Maximum authorized amount of share capital
The Ordinary and Extraordinary Shareholders’ Meeting of 10 June
2015 authorized the Board of Directors to purchase or arrange for
the purchase of shares of Amplitude Surgical up to a maximum amount
of 10% of the share capital of Amplitude Surgical.
The Ordinary and Extraordinary Shareholders’ Meeting of 10 June
2015 also decided that the number of shares acquired by Amplitude
Surgical in view of holding them for subsequent payment or exchange
in a merger, spin-off or contribution cannot be greater than 5% of
the share capital of Amplitude Surgical.
In accordance with article L.225-209 §2 of the French commercial
code, when shares are repurchased in order to improve liquidity
within the conditions set forth in the General Rules of the
Autorité des marchés financiers, the number of shares taken into
account for the calculation of the 10% limit provided in the first
paragraph of article L.225-209 reflects the number of shares
purchased, less the number of shares sold back during the term of
the authorization.
Pursuant to Article L.225-210 of the French Commercial Code, the
number of shares Amplitude Surgical may hold at any given time
cannot exceed 10% of the shares making up the share capital of
Amplitude Surgical on the date considered.
Considering the fact that Amplitude Surgical does not hold any
of its own shares on 28 July 2015, the maximum number of
shares of Amplitude Surgical which may be re-purchased amounts to,
on 28 July 2015, 10% of the share capital of Amplitude
Surgical, i.e., 4,692,985 shares of Amplitude Surgical.
Maximum purchase price
The Ordinary and Extraordinary Shareholders’ Meeting of 10 June
2015 decided to set the purchase price per share at 200% of the
initial public offering price (i.e., €10), it being noted that, in
the event of transactions on the share capital, in particular by
way of incorporation of reserves and allotment of shares free of
charge, division or regrouping of shares, this price will be
adjusted accordingly.
Maximum amount
The Ordinary and Extraordinary Shareholders’ Meeting of 10 June
2015 decided that the maximum amount allocated for implementation
of the share buyback program is €40 million.
Terms and conditions of acquisitions and sales
The Ordinary and Extraordinary Shareholders’ Meeting of 10 June
2015 decided that the acquisition, sale or transfer of the shares
can be carried out by any means, on the market or over the counter,
including transactions involving blocks of securities or takeover
bids, option mechanisms, derivatives, purchase of options or of
securities in conformity with the applicable regulatory conditions.
Blocks of securities may represent up to the total amount of the
share buyback program.
6. Duration of the share buyback program
18 months from the date of the Ordinary and Extraordinary
Shareholders’ Meeting of 10 June 2015, meaning until 10 December
2016.
7. Statement on the previous share buyback program
The shares of Amplitude Surgical were not previously admitted to
trading on a regulated market. As a consequence, Amplitude Surgical
has not previously implemented any share buyback program.
About Amplitude SurgicalFounded in 1997 in Valence,
France, Amplitude Surgical is a leading French player on the global
surgical technology market for lower-limb orthopedics. Amplitude
Surgical develops and markets high-end products for orthopedic
surgery covering the main disorders affecting the hip, knee and
extremities, and notably foot and ankle surgery. Amplitude Surgical
develops, in close collaboration with surgeons, numerous high
value-added innovations in order to best meet the needs of
patients, surgeons and healthcare facilities. A leading player in
France, Amplitude Surgical is developing abroad through its
subsidiaries and a network of exclusive distributors and agents.
Amplitude Surgical operates on the lower-limb market through the
intermediary of its Novastep subsidiaries in France and the United
States. Amplitude Surgical distributes its products in more than 30
countries and had a workforce of 210 staff on December 31, 2014.
Amplitude Surgical recorded revenue of 58.2 million euros for its
financial year ending on June 30, 2014, with average annual growth
of around 15% since 2005 and an average EBITDA margin of more than
20% over 2005-2014.
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version on businesswire.com: http://www.businesswire.com/news/home/20150727005969/en/
Amplitude SurgicalPhilippe Garcia, +33 (0)4 75 41 87
41Chief Financial
Officerphilippe.garcia@amplitude-ortho.comorNewCapInvestor
relationsFlorent Alba,+33 (0)1 44 71 98
55amplitude@newcap.frorNewCapMedia relationsNicolas
Merigeau, +33 (0)1 44 71 98 55amplitude@newcap.fr
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