Velcan Holdings: Share Buyback Programme

Velcan Holdings: Share Buyback Programme

December 17th, 2019|

In continuity with the two previous share buyback programmes completed in June 2018 and May 2019, the Company is initiating another buyback program, the purpose of which is to buy back shares of the Company from minority shareholders wishing to sell them at current market conditions, but not finding sufficient liquidity, in view of their cancellation.

The program will be run in parallel to, and separately from, the Sales Facility described in today’s previous press release (http://www.velcan.lu/2019/12/16/velcan-holdings-transfer-of-listing-on-luxembourgs-euro-mtf/). Such Sales Facility is proposed only in connection with the Listing Transfer from Euronext Growth (Paris) to Euro MTF (Luxembourg).

This document describes the share buyback programme authorized by the Shareholder’s general meeting dated 28th June 2017, of which the implementation has been decided by the Board of Directors.

  1. Date of the Shareholders’ General Meeting which has authorized the buyback programme

The Company’s authorization to buy back its own shares was given by the Shareholders’ General Meeting of June 28th, 2017 (8th resolution). It is implemented for this programme by decision of the Board of Directors dated 13th December 2019.

  1. Break-up by objectives of the shares held as of date

As of date, the Company holds 139 850 own shares, representing 2.4% of the share capital, of which the break-up by objective is the following:

Share cancellation
Delivery of shares towards the exercise of securities giving access to the capital 3 300
Coverage of option plans or free shares grant plans to employees and management 136 550
Liquidity contract
Delivery of shares as part of external growth deals
  1. Programme objectives

This programme intends to provide for the future delivery of shares upon exercise of securities giving access to the capital, up to 21 500 shares. Apart from that, the purpose of the buyback programme is to buy back shares of the Company in view of their cancellation

  1. Maximum share of the capital, maximum number of shares, characteristics of shares to be acquired, maximum acquisition price and other terms

In compliance with the limits voted by the 8th resolution of the Shareholder’s General Meeting of June 28th, 2017, the buyback programme will be implemented under the following conditions:

    • The Company may acquire, as of date, a maximum number of 300,000 shares representing 5.15% of the current share capital;
    • the acquisition price per share will be equal to the market price on the day of the acquisition, including in the case of block transactions that may be carried out in the market or over the counter;
    • the maximum purchase price per share is seven euros and thirty cents (EUR 7.3), excluding acquisition costs;
    • in view of the above, the maximum total amount that the Company may allocate to the buyback of its own shares shall not exceed 2,190,000.00 Euros excluding acquisition costs;
    • the Company’s shares are ordinary shares, all of the same class, (ISIN FR0010245803);
    • the acquisitions will be carried out by an independent investment services provider who will be entrusted with the task of implementing the buyback programme, in the name and on behalf of the Company, according to market conditions.
  1. Duration of the programme

12 months from 17th December, 2019, in accordance with the authorization given at the Shareholder’s General Meeting of June 28th, 2017, i.e. no later than 16th December, 2020 included.

  1. Other information
  • Liquidity contract : there is no ongoing liquidity contract as of the date of this descriptive;
  • The Company will not use derivative products as part of this programme;

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Investor Relations Contact: investor@velcan.lu

About Velcan:

Velcan Holdings is a Luxemburg headquartered investment holding company founded in 2005, operating as an independent power producer in emerging countries and managing a global portfolio of financial assets.

The company owns and operates a 15MW hydro power plant in Brazil that it developed and built in 2009. The company is developing a cascade of hydropower concessions located in India and totalling 571 MW.

Hydropower concessions provide long periods of cash generation but their development outcome is uncertain and many years are needed to bring these projects to maturity in emerging countries: it involves field studies in remote places, obtaining the necessary authorizations and permits, and land acquisition in political and regulatory environments that can be unstable or heavily hampering. Meanwhile Velcan Holdings actively manages its treasury, investing in listed and unlisted financial instruments.

Velcan Holdings’ headquarters are in Luxemburg, with administrative and financial offices in Singapore and Mauritius. The team dedicated to the development of the Indian hydropower cascade is based in New Delhi and at the project site (Arunachal Pradesh). The team dedicated to the Rodeio Bonito plant is based in Sao Paulo and Chapeco (Santa Catarina State).

The company was launched more than 10 years ago by its reference shareholder Luxembourg Hydro Power SA, owned by Velcan Holdings’ management team.

Velcan Holdings is listed on the Paris Euronext Growth Stock Market (Euronext Growth/Ticker ALVEL/ISIN FR0010245803).

Velcan Holdings never performed any Public Offer as understood under Directive 2003/71/CE of the European Parliament and Council.

Disclaimer

This press release contains prospective information about the potential of the projects in progress and/or of the projects of which the development has begun. This information constitutes objectives attached to projects and shall not be construed as direct or indirect net income forecast of the concerned year. Reader’s attention is also drawn on the fact that the performance of these objectives depends on future circumstances and that it could be affected and/or delayed by risks, known or unknown, uncertainties, and various factors of any nature, notably related to economic, commercial or regulatory conjuncture, which occurrence could be likely to have a negative impact on future activity and performances of the Group.

This announcement does not constitute a public offering (“offre au public”) nor an invitation to the public or to any qualified investor in connection with any offering. This announcement is not an offer of securities in the United States of America or in any other jurisdiction/country.