Airbus Group SAS and Dassault Aviation have signed today an agreement whereby Dassault Aviation acquires a block of its own shares from Airbus and both companies cooperate to implement additional transactions by Airbus of Dassault Aviation shares in 2015 in the form of accelerated book-buildings subject to market conditions.
As per the authorization granted by the shareholders’ meeting of 24 September 2014, Dassault Aviation has bought back from Airbus Group a block representing 8 percent of the share capital of the Company in an off-market block trade. The price of the transaction is EUR 980 euros per share representing a total amount of approximately EUR 794 million, representing a 9.2 percent discount over the last trading price of the day.
Concurrently, a shareholders’ agreement has been agreed among GIMD (Groupement Industriel Marcel Dassault, the majority shareholder of Dassault Aviation) and the French State, which sole purpose is to grant the French State a preemption right on any and all transfer of shares of Dassault Aviation by GIMD resulting in the fall of the stake of GIMD below 40 percent of the share capital of Dassault Aviation and any further transfer of shares below this threshold.
This transaction enables Airbus Group to reduce its stake in the Company, as announced over the last weeks.
Together with a prior recent share buyback, Dassault Aviation owns 9.4 percent of its share capital.
The Board of Directors of Dassault Aviation has decided to affect to the cancellation aim provided for by the share buyback program (a) all the shares bought back from Airbus representing 8 percent of the share capital and (b) shares previously bought back representing 1 percent of the share capital. The balance of the shares, i.e., 0.4 percent shall be kept as treasury shares. These shares affected to the cancellation program, which represent 9 percent of the share capital, shall be cancelled subject to Airbus Group’s being granted by the French Authority for the Financial Markets the derogation to the obligation of filing a mandatory offer it requested.
The parties have also committed to cooperate in the frame of one or several private placements with accelerated book buildings that Airbus shall launch until 30 June 2015 up to 10% of Dassault Aviation share capital (subject to market conditions) and more up to Airbus. Dassault Aviation has committed to support implementing these efforts by placing an order on 50 percent of the size of such placements, within a global limit of 5 percent of Dassault Aviation’s share capital, at a maximum price of EUR 980 per share. Airbus Group has committed to serve Dassault Aviation within the same global limit of 5 percent of Dassault Aviation’s share capital, at the price of the relevant placement. Should the placement price be higher than € 980, the price of the Dassault Aviation shares sold concomitantly to Dassault Aviation would be capped thereat while the price of the shares sold to third parties would remain the same.
In order to implement such agreement, the Board of Directors of Dassault Aviation has convened a shareholders’ meeting to be held late January 2015 in order to decide a new buyback program of its shares.
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