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PARIS – (BUSINESS WIRE) – Regulatory news:
Korian (Paris: KORI), the leading European group providing care services for the elderly and frail, is launching a share buyback program with an ESG impact for a maximum amount of 50 million euros, as part of the authorization given by shareholders at its Combined General Meeting of May 27, 2021.
The redemption period will begin on December 10, 2021 and end no later than November 27, 2022.
The program is in line with Korian’s capital allocation policy, which aims to finance profitable growth and create sustainable value for all stakeholders.
The repurchased shares will be allocated according to the objectives set out in the description of the share buyback program1, with priority given to employee shareholding programs and free performance share allocation plans.
In accordance with Korian’s mission and values, and its civic and responsible commitment, the program includes an ESG component. Thus, most of the outperformance generated by the repurchased shares will be allocated to projects carried out by the Korian Foundation in favor of care professions, integration and professional integration of young people.
The program will be carried out in accordance with Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 relating to market abuse, and its implementing texts, and within the limits of the general authorization of purchase of Korian repurchase shares on the market pursuant to the 18th resolution adopted by the shareholders at the Korian General Meeting of shareholders on May 27, 2021.
APPENDIX: DESCRIPTION OF THE SHARE BUYBACK PROGRAM
The purpose of this description, drawn up in accordance with Articles L. 22-10-62 et seq. Of the French Commercial Code and Articles L. 241-1 et seq. Of the AMF General Regulations, is intended to describe the objectives and methods of Company’s program to buy back its own shares under the authorization given by the Combined General Meeting of May 27, 2021.
1) Breakdown of equity securities held on December 8, 2021 by objective:
As of December 8, 2021, the number of shares held directly and indirectly by the Company was 130,983, representing 0.12% of the Company’s capital.
All of these shares were allocated to promoting the Company’s share market under the liquidity contract concluded with Oddo BHF and Natixis on June 29, 2018.
2) Description of the share buyback program authorized by the General Meeting of Shareholders:
– Program authorization: 18th resolution of the Combined General Meeting of Shareholders of May 27, 2021
– Titles concerned: ordinary actions
– Maximum percentage of the share capital that can be bought back by virtue of the authorization given by the General Meeting of Shareholders: 10% (currently 10,559,365 shares).
However, the number of shares purchased with a view to their retention or their subsequent delivery in payment or in exchange as part of a merger, demerger or contribution operation may not legally exceed 5% of the share capital (i.e. 5,279,682 shares currently).
The Company cannot hold more than 10% of its capital and given that it already holds 130,983 of its own shares (i.e. 0.12% of the capital), the maximum number of shares that can be bought back will be 10,428,382 (ie 9.88% of the capital) unless the shares already held are sold or canceled.
– Maximum purchase price authorized by the General Meeting of Shareholders: € 75 per share, it being specified that in the event of a change in the nominal value of the shares, an increase in capital by incorporation of reserves or by the allocation of free shares, in the event of a division or consolidation of shares, if the capital is amortized or reduced, in the event of distribution of reserves or other assets or if any other transaction relating to the capital of the Company is carried out, this unit price will be adjusted using a multiplier equal to the number of shares comprising the capital share before the transaction divided by the number of shares after the transaction.
– Maximum amount of the program authorized by the General Meeting of Shareholders: € 787,786,125.
– Objectives of the buyback program authorized by the General Meeting of Shareholders: at a general meeting of shareholders, the shareholders have authorized the board of directors to proceed or have the Company proceed with the purchase of its own shares in accordance with the general regulations of the Autorité des marchés financiers (AMF) and articles L . 22-10-62 et seq. Of the French Commercial Code, with a view to:
– the allocation or sale of shares to employees for profit-sharing or the implementation of any employee savings plan in accordance with the law, and in particular articles L. 3332-1 et seq. of the Labor Code , and or
– the allocation of free shares or free performance shares to employees and / or corporate officers of the Company and / or the group; and or
– delivery of shares to cover commitments under stock option plans and / or plans assimilated to employees and / or corporate officers of the group, and / or all other forms of allocation of shares to employees and / or corporate officers of the Company and / or the group; and or
– the delivery of shares on the occasion of the exercise of rights attached to securities giving access to the Company’s capital by redemption, conversion, exchange or presentation of a coupon or in any other way; and or
– cancel all or part of the shares thus bought back; and / or the holding and delivery of shares in the context of an exchange during mergers, demergers or contribution operations, or in exchange, in payment, or otherwise in the context of external growth operations; and or
– the purchase of shares following a consolidation of the Company’s shares, in order to facilitate the operations of the consolidation of shares and the management of fractional shares; and or
– stimulate the secondary market or promote the liquidity of the Company’s shares through an investment services provider acting under a liquidity contract in accordance with the practices authorized by law; and or
– any other object which is or would come to be authorized by the laws or regulations in force, including any market practice which is or will come to be authorized by the AMF after the General Meeting of shareholders. In this case, the Company would inform its shareholders by means of a press release.
– Period during which the implementation of the program is authorized: 18 months from the Combined General Meeting of Shareholders of May 27, 2021, i.e. until November 27, 2022.
February 23, 2022 – Revenue and results for the 2021 financial year
Korian, the leading European group providing care services for the elderly and frail. www.korian.com
Korian has been listed on Euronext Paris Section A since November 2006 and is part of the following indices: SBF 120, CAC Health Care, CAC Mid 60, CAC Mid & Small and MSCI Global Small Cap
Euronext symbol: KORI – ISIN: FR0010386334 – Reuters: KORI.PA – Bloomberg: KORI.FP
1 See appendix and section 126.96.36.199 of the 2020 universal registration document filed with the Autorité des marchés financiers on April 21, 2021.
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