WVCM » Topics » Repurchase and redemption of shares

This excerpt taken from the WVCM 20-F filed Apr 8, 2008.
Repurchase and redemption of shares

Under French law, we may not acquire our shares except:

to reduce our share capital under certain circumstances with the approval of our shareholders at an extraordinary general meeting;

to provide shares for distribution to employees under a profit-sharing or share option plan; and

for a specific purpose (including stabilization of quotations on a French regulated stock exchange) approved by our shareholders at an ordinary general meeting, such shareholders’ authorization being given for a period to be decided by the shareholders’ resolution and which may not exceed 18 months.

The amounts repurchased under (2) and (3) may not, in either case, result in us holding more than 10% of our issued shares. In the event that such repurchases result in us holding more than 10% of our issued shares, we are required to transfer any shares in excess of the 10% threshold within one year. French law requires that we cancel any shares in excess of this 10% limit that have not been transferred within the one-year period. Shares repurchased under (3) may be cancelled by an extraordinary general shareholders’ meeting, although no more than 10% of our registered capital may be cancelled in any 24-month period.

On May 16, 2007, our shareholders approved a new share repurchase program to replace the existing one. Under the share repurchase program, the Company currently holds 3.44% of its shares in treasury stock (544,322 shares). A resolution will be put forth at the general shareholders meeting of May 14, 2008 to approve a new share repurchase program to replace the current one. We are required to notify the AMF (French stock market authority) on a monthly basis of our trading program in our own shares.

When we purchase our own shares, they must be held in registered form and be fully paid. These shares are deemed to be outstanding under French law, but are not entitled to any dividends or voting rights, and we may not exercise preferential subscription rights. Our shareholders, at an extraordinary general meeting, may decide not to take such shares into account in determining the preferential subscription rights attached to the other shares. In the absence of such a decision, the rights attached to any shares held by us must either be sold on the market before the end of the subscription period or distributed to other shareholders on a pro rata basis.

As of December 31, 2007, we held:

156,345 shares purchased in March 2003 at prices ranging from €7.94 to €8.69,

387,977 shares purchased in July and August 2007 at prices ranging from €18.80 to €20.21.

At the extraordinary meeting of shareholders of December 22, 2005, the shareholders authorized the board to grant 156,345 free shares to the employees or the CEO of the Company. Under this authorization, 155,673 free shares were granted by the board on May 17, 2006. At the extraordinary meeting of shareholders of February 9, 2007, the shareholders authorized the board to grant 155,300 free shares to the employees or the CEO of the Company. At the extraordinary meeting of shareholders of May 16, 2007, the shareholders authorized the board to grant 233,000 free

78      WAVECOM - Annual Report Form 20-F 2007  


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shares to the employees or the CEO of the Company. Under these authorizations, 155,650 free shares were granted by the board on June 7, 2007.

This excerpt taken from the WVCM 20-F filed Apr 11, 2007.
Repurchase and redemption of shares

Under French law, we may not acquire our shares except:

to reduce our share capital under certain circumstances with the approval of our Shareholders at an extraordinary general meeting;

to provide shares for distribution to employees under a profit-sharing or share option plan; and

for a specific purpose (including stabilization of quotations on a French regulated stock exchange) approved by our Shareholders at an ordinary general meeting, such Shareholders’ authorization being given for a period to be decided by the Shareholders’ resolution and which may not exceed 18 months.

The amounts repurchased under (2) and (3) may not, in either case, result in us holding more than 10% of our issued shares. In the event that such repurchases result in us holding more than 10% of our issued shares, we are required to transfer any shares in excess of the 10% threshold within one year. French law requires that we cancel any shares in excess of this 10% limit that have not been transferred within the one-year period. Shares repurchased under (3) may be cancelled by an extraordinary general Shareholders’ meeting, although no more than 10% of our registered capital may be cancelled in any 24-month period.

On May 17, 2006, our Shareholders approved a new share repurchase program to replace the existing one. Under the share repurchase program, the company currently holds 1% of its shares in treasury stock. A resolution will be put forth at the general Shareholders meeting of May 16, 2007 to approve a new share repurchase program to replace the current one. We are required to notify the AMF (French stock market authority) on a monthly basis of our trading program in our own shares.

When we purchase our own shares, they must be held in registered form and be fully paid. These shares are deemed to be outstanding under French law, but are not entitled to any dividends or voting rights, and we may not exercise preferential subscription rights. Our Shareholders, at an extraordinary general meeting, may decide not to take such shares into account in determining the preferential subscription rights attached to the other shares. In the absence of such a decision, the rights attached to any shares held by us must either be sold on the market before the end of the subscription period or distributed to other Shareholders on a pro rata basis.

WAVECOM – Annual Report Form 20-F 2006    85


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As of December 31, 2006, we held 156,345 shares at prices ranging from €7.94 to €8.69. All transactions took place during the month of March 2003.

At the extraordinary meeting of shareholders of December 22, 2005, the shareholders authorized the board to grant 156,345 free shares to the employees or the CEO of the Company. Under this authorization, 155,673 free shares were granted by the board on May 17th, 2006.

EXCERPTS ON THIS PAGE:

20-F
Apr 8, 2008
20-F
Apr 11, 2007
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