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
Public Limited Company (Société Anonyme) with capital of 54 256 412 €
Head Office Z.I. route d'Irigny (69) BRIGNAIS, FRANCE
351 571 757 RCS LYON
SHARE REPURCHASE PROGRAMME
Summary of the information note drafted pursuant to Article L 621-8 of the French Monetary and Financial Code and Articles 241-1 to 241-7 of the General Regulations of the AMF (receipt 04 939 dated 30 November 2004) issued in view of the authorisation requested from the Combined Annual and Extraordinary General Meeting of 17 December 2004 to initiate a share repurchase programme. This document was drafted by the issuer and incurs the responsibility of its signatories. The AMF receipt does not imply approval of the share repurchase programme or authentication of the accounting and financial information presented.
I - SUMMARY OF KEY POINTS OF THE TRANSACTION
- GL events share listed on the Second Market of the Paris Stock Exchange - ISIN Code: FR 0000066672
- Maximum percentage of capital repurchase authorised by the General Meeting: 10%
- Maximum unit purchase price: 35 euros - Minimum unit sale price: 12 euros
- Maximum overall amount of the programme: 20 million euros
II - OBJECTIVES OF THE PROGRAMME
The objectives of the repurchase programme are, in descending order of priority:
- to meet obligations associated with debt securities convertible into stock equity, or stock option programmes or other share allocations to employees of GL events, or an associate company,
- to exchange or transfer securities purchased in consideration for the contribution or acquisition of securities of a company outside the group within the framework of external growth acquisitions,
- stimulation of the market within the framework of a liquidity contract with an investment services provider and in compliance with a code of ethics approved by the AMF,
- the cancellation of the repurchased shares, through capital reduction.
The cancellation of shares is not envisaged.
III - PROCEDURE
GL events would be authorised to acquire 10% of its capital or 1,356,410 shares for a theoretical maximum amount of 47,474,350 euros.
Since GL events already holds 8,324 of its shares, representing 0.06% of its capital as at 29 November 2004, this would amount to acquiring at most up to 1,348,086 shares, or 9.94% of the capital for 47,183,010 euros. However, the repurchase programme will be limited to a total of 20,000,000 euros.
The company will be entitled to use the totality of the authorised programme and will not exceed, at any time, directly or indirectly, the legally authorised threshold of 10% of its capital.
Acquisitions may be made by any means, on the market or by mutual agreement, and by acquisition of blocks, in whole or in part.
This programme may only be exercised for a maximum of 18 months, until 17 June 2006.
IV - FINANCIAL IMPACT OF THE REPURCHASE PROGRAMME
GL events intends to ensure the financing of repurchases using its own resources and through the use of short- or medium-term debt for additional needs that may exceed its self-financing capability. The self-financing capability from consolidated cash flow for 2003 amounted to 32.7 million euros and 19.6 million euros for the first half of 2004. As at 30 June 2004, the consolidated net cash position amounted to 33.7 million euros, shareholders' equity was 124.1 million euros and consolidated debt net of cash was 60.4 million euros.
The share repurchase programme, with the exception of any results achieved from the resale of securities on the market, is not intended to diminish the number of shares in circulation by cancellation of the shares acquired. Indeed, the company does not intend to use Resolution No. 2 which gives the company the right to cancel the repurchased shares. Thus, it should not have a significant impact on the equity of the company.
The memorandum document approved by the AMF is held available free of charge to any person who so requests at the Head Office of GL events and can be consulted at:
www.gl-events.com as well as on the AMF (www.amf-france.org).
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