As an integrated Group operating in all event professions, GL events works in three major segments:
event organisation, event venue management and services for fairs, congresses and events.
© Odile Decq architect / Felice Varini – Altitude 150
A Issued prior to the establishment of a possible programme of share buy back subjected to the approval of the annual general meeting of june 2000.
Public Limited Company of a capital of 227,125,000 French Francs
Head Quarters : ZI Route d'Irigny 69530 BRIGNAIS
SIREN 351 571 757 RCS LYON
In application of the articles 2 and 3 of the Regulation 98-02 of 6 September 1998, the Commission of the Operations at the Stock Exchange has affixed its stamp to the present document.
In application of the articles 2 and 3 of the Regulation 98-02 of 6 September 1998, the present note of information has for goal to describe the objectives and procedures of the program of share buy-back subjected to the authorization of the Annual General Meeting of 9 June 2000, as well as the impacts put in figures about the shareholders' situation..
I - OBJECTIVES OF THE PROGRAM OF REPURCHASING OF SHARES AND THE USE OF REPURCHASED SHARES
The company Générale location is listed on the Second Marché of Paris Bourse.
It is specialized in the engineering and logistics of event and participates more specifically in the management and creation of space, the decoration, the fitting, the furniture rental, the lighting and sound system, heating and air-conditioning for the created spaces, the audio visual communication, the reception.
The company Générale location wishes to put in place a program in order to repurchase its own shares.
This repurchasing program comes as a follow-up one already authorized by the Annual General Meeting of the 3rd of October 1998, before the listing of the company Générale location on the Second Marché at Paris Bourse.
It was then about an authorization in order to operate on the stock-market over the shares with in mind to regularize the price. The authorization concerned a volume of 10 % of the capital of the company which could be acquired for a maximum amount equal to double the price of the issue price and sold for an minimum amount of 75 % of the issue price.
The authorization had been given for a period of 18 months starting on the date of the Annual General Meeting.
The objectives of the repurchasing program subjected to the Annual General Meeting of the 9th of June 2000 are the following ones, in order of priority :
1 - the intervention on the market with in mind to regularize the stock market prices of the company 's shares;
2 - the sale, the exchange or any other transfer in order to establish a policy of management of assets and finance
By policy of assets and finance, the company managers at Générale location mean the following, classified by priority in descending order :
-the remittance of shares in way of payment or exchange in case of possible operations of external growth or at the occasion of issuance of shares giving access to the capital ;
-the establishment of company saving plans and of plans of allotment of options to buy shares, and more particularly the establishment of the plan of allotment of options decided by the Annual General Meeting the 3rd of October 1998 ;
-the remittance of shares as part of the exercise of the rights attached to stocks and shares giving access to the allotment of company share ;
-the holding of its own shares further to the transmission of net worth (merger, break-up, partial contribution of asset) ;
-the keeping of shares or their transfer, by all means, according to the opportunities.
The company forecasts to affect 5 % of the shares for the realization of the first objective and 5 % of the shares for the realization of the second.
These percentages can be led to fluctuate depending on the conditions of the market.
It is also indicated that the company does not intend to cancel the repurchased shares even if the resolution n° 6 allows it to do so.
II - LEGAL FRAMEWORK
The establishment of this program which is part of the legal framework created by the law 98-546 of July 2nd 1998, inclusive of various provisions about economic and financial matters, will be subjected to the approval of the Annual General Meeting of the shareholders of Générale location Company of the 9th of June 2000.
Repurchasing program of shares.
The Annual General Meeting after having taken knowledge of the report of the Board of Directors and the note of information approved by the Commission of Stock-Market Transactions, authorizes the Board of Directors in compliance with the provisions of article 217-2 of the law of July 24th 1966, to acquire a number of shares representing up to 10 % of the number of shares constituting the share capital.
The Annual General Meeting decides that it will be possible to undertake the acquisitions of shares in view of the regularization of the share prices, of the allotment or the sale of shares to employees within the framework of the participation in the fruit due to the company 's expansion, the plans of employee share-holding or plans of company saving, of future cancellation of shares in the conditions established by the Extraordinary Annual General Meeting, of sale, of exchange or any other transfer or finally in view of the establishment of a policy of assets and finance.
The purchases, the sales or the transfers of these shares will be able to be carried out at any time and by any means, including through the use of optional mechanisms.
The maximum purchase price cannot exceed 150 Euros per share and the minimum selling price inferior to 50 Euros per share, taking into account that these transactions will have to be carried out in compliance with the rules set by the regulation n° 98-02 of the Commission of Stock-market Transactions concerning the conditions and the periods of intervention on the market.
These prices are fixed subject to adjustments linked to possible transactions carried out on the capital of the company;
The Annual General Meeting gives all powers to the Board of Directors, with the possibility of sub-delegation, in order to put in any order, conclude any agreements, effectuate any procedures and in a general manner to do what is necessary for the application of the present authorization.
The present authorization is given for a maximum duration of eighteen months.
The Board of Directors will give all powers to the shareholders in its report at the Annual General Meeting the information related to purchases, transfers, sales or cancellations of shares thus realized.
The Board of Directors will give to the shareholders in its report at the Annual General Meeting the information concerning the purchases, the transfers, the sales or the cancellations of shares thus realized.
It is reminded to the shareholders that the sixth resolution which will be presented at this particular Annual General Meeting, will give to the Board of Directors an authorization to cancel shares. Such a cancellation will be possible through the reduction of the capital. The procedures to put in place this authorization are as follows : the Board of Directors will be authorized, during 26 months, to cancel, in one or several times, the shares acquired in order to set up the authorization given to the resolution n° 5 within the limit of 10 % of the capital by period of twenty-four months and to reduce correlatively the share capital by charging the difference between the value of the buy-back of cancelled shares and their face value on the available options and reserves.
It is also reminded, however, that the company has no intention of using this power which is not part of the objectives established by the repurchasing program of shares.
III - METHODS
1. Maximum part of the capital to be acquired and maximum amount payable by Générale location
The maximum part of the capital about which the repurchasing is allowed by the Annual General Meeting of the shareholders comes to 10 % of the share capital of the company. The date at which time the 10 % threshold is retained is the 31st of December 1999. This threshold represents 227 125 shares. By the 31st of March 20000, Générale location was holding 300 of its own shares directly.
Générale location company undertakes to stay on a permanent basis within the limit of direct or indirect holding of 10 % of its capital.
Générale location company does not plan to carry out acquisitions on the market from the public in the framework of this present purchasing program since these acquisitions would lead to the reduction of the floating below 8% of the capital.
The maximum purchase price is 150 Euros and the minimum selling price is 50 Euros.
Consequently, the maximum amount in theory that GENRALE LOCATION company is likely to pay, in case of a purchase at a maximum price by the Annual General Meeting (that is 50 Euros) would come to 34 068 750 Euros.
2. Methods of repurchasing
It will be possible to repurchase shares through intervention on the market or through purchase by blocks. The company will be able to carry out the entirety of its repurchasing program by way of blocks. The repurchasing will be able to be executed by all means including by using optional mechanisms.
The resolution of the Annual General Meeting has not established any particular limitation for these block acquisitions.
3. Duration and timetable of the repurchasing program
It will be possible to realize the present document in compliance with the fifth resolution of the Annual General Meeting of the 9th of June 2000 only for a maximum period of 18 months following the date of this particular Meeting, that is until the 9th of December 2001.
4. Characteristic of the concerned shares
Nature of the repurchased shares : ordinary shares, all of the same category, registered or bearer shares, listed on the Second Marché of the Paris Bourse.
Made out : Générale location
Code Sicovam : 6667
5. Financing of the repurchasing program
Générale location 's intention is to use its own resources for the financing of the repurchasing and to resort to short or long term indebtedness for the additional needs which would exceed its cash flow.
It is reminded that the amount of the consolidated cash flow capacity for the financial year of 1999 reached 18.4 million Euros.
IV - ELEMENTS ALLOWING THE APPRECIATION OF THE IMPACT CAUSED BY THE PROGRAM ON Générale location COMPANY 'S FINANCIAL SITUATION
The repurchasing program of shares subjected to the authorization of the General Meeting of the 9th of June 2000 is not meant to reduce the number of shares in circulation by canceling the acquired shares. The company has indeed no intention of using the resolution n° 6 which gives it the ability to cancel the repurchased shares. It should therefore have no significant impact on the company 's financial situation and on the net profit per share.
V - TAX SYSTEMS OF REPURCHASING
1. For the purchaser
The repurchase by Générale location company of its own shares has no impact on the taxable result. Furthermore, this transaction does not demand a proportionate deduction on the amounts used for the repurchase and which would have supported the tax on the companies at full rates, or on profits put in reserve for at least more than five years. The repurchase by Générale location company of its own shares without future cancellation would have a positive or negative impact on its taxable result in case the shares were sold for a different price of the repurchase price.
2. For the seller
The tax system of the excesses applies itself to all of the repurchasing operations of shares executed in the framework of the article 217.2 of the law of July 24th 1966.
Gains realized by a legal entity are subjected to the system of professional excesses (article 39 "duodecies" of the General Code of Taxation).
When the gains are realized by a physical person, they are taxed as income tax as long as the annual amount of the sales realized by the shareholder whose shares are repurchased, exceeds 50 000 French Francs. The rate of taxation comes to 26 % with the Social Security deductions.
The non-resident shareholders are not subjected to French taxation.
VI - INTENTION OF THE PERSON CONTROLLING, ALONE OR IN CONCERT, THE ISSUER
Groupe Polygone company which controls to this day Générale location company does not intend to sell Générale location shares in the framework of the present repurchasing program of shares.
VII - DISTRIBUTION OF THE CAPITAL AT 31 DECEMBER 1999
At 31 December 1999, the share capital of Générale location company was divided in 2 271 250 shares distributed as follows :
|Number of shares||In % of the capital||Number of voting rights||In % of rights of vote|
|Groupe Polygone*||1 650 793||72,68%||3 295 753||84,16 %|
|Banque de Vizille||200 000||8,81 %||200 000||5,11 %|
|Olivier Ginon||31 673||1,39 %||31 683||+0,81%|
|Olivier Roux||10 305||0,45 %||10 310||0,26 %|
|Gilles Gouedard-Comte||908||0,04 %||908||0,02 %|
|Public||377 571||16,63 %||377 573||9,64 %|
|Total||2 271 250||100 %||3 916 227||100 %|
* Group Polygone is limited public company with a capital of 15 000 000 French Francs . Its head quarters are in Brignais (69), Zone Industrielle Nord, Route d'Irigny. It is a holding company.
Potential capital : through the decision of the Extraordinary General Meeting of the 3rd of October 1998, the Board of Directors is authorized to put in place plans of subscriptions of shares within the limit of 100 000 options.
By 29 February 2000, the Board of Directors making use of this authorization had already agreed to a total number of 79 500 options of subscriptions of shares to the benefit of 38 employees or managers of the Group.
The plans of options of subscriptions of shares give access to subscription of 100 000 new shares, that is 4.22 % of the capital. The Board of Directors intends to pursue this attribution of options of subscriptions of shares within the authorized limits.
VIII - PERSON ASSUMING THE RESPONSIBILITY OF THE NOTE OF INFORMATION
To the best of our knowledge, the information included in the present note of information are in compliance with the truth ; the document includes all the information deemed necessary for investors to help them acquire a sound judgment concerning the program of repurchase of Générale location company 's own shares and no omission has been made as to alter the significance of the information.
President of the Board of Directors
GL events, bringing people together
Managing Director Corporate Finances and Administration : Erick ROSTAGNAT
Telephone : + 33 4 72 31 54 20
Fax : + 33 4 26 20 42 00
Email : firstname.lastname@example.org
Code ISIN : FR0000066672
Code Bloomberg : GLO FP
Code Reuter : GLTN.PA
Code FTSE : 581