Description of the regulatory framework of the share repurchase program proposed to the Combined Shareholders’ Meeting of 7 June 2017

In accordance with the provisions of Article 241-2 of the General Regulations of the Autorité des Marchés Financiers (AMF), the present document describes the objectives and characteristics of the share repurchase program proposed to the approval of the Combined Shareholders’ Meeting to be held on 7 June 2017. The preliminary notice of meeting has been published in the Bulletin des Annonces Légales Obligatoires (BALO) dated 19 April 2017.

Number of shares held directly or indirectly by the Company (as at 30 April 2017)

As at 30 April 2017, the Company held 993,862 of its own shares representing 1.19% of the Company’s share capital.

Number of shares held identified by objective as at 30 April 2017

  • Animation of the share through an AMAFI liquidity agreement: 150
  • External growth transactions: 0
  • Hedging of stock purchase options and other employee share ownership system: 993,712
  • Hedging of securities giving right to shares: 0
  • Cancellation: 0

New share repurchase program

  • Objectives:

The objectives of the share repurchase program proposed to the Shareholders’ Meeting to be held on 7 June 2017 are: 

   – Stimulating the secondary market or ensure the liquidity of the IPSEN share through an investment services provider via a liquidity agreement compliant with AMAFI Code of conduct, as approved by the regulation;

   – Retaining shares purchased and subsequently deliver them within the context of an exchange or a payment related to possible external growth transactions;

   – Ensuring the hedging of stock purchase option plans and/or bonus shares (or similar plans) in favour of Group employees and/or company officers as well as allocations of shares under a Company or Group savings plan (or similar plans), as part of the profit-sharing schemes and/or all other forms of allocation of shares to the Group employees and/or company officers;

   – Ensuring the hedging of negotiable securities giving rights to the allocation of Company shares in accordance with the regulations in force;

   – Possibly cancel the shares acquired, subject to the authorization to be granted by Extraordinary Shareholders’ Meeting.

  • Characteristics:

Purchases, sales, transfers or exchanges may be carried out by all means, including on the market or off-market or by multilateral negotiations systems or through systematic internalizers, or over-the-counter, including through the acquisition or sale of blocks of securities, or by use of options or derivatives in accordance with applicable regulations. The transactions could not be carried out during a takeover bid period.

  • Maximum amount of share capital, maximum number and characteristics of the shares, maximum repurchase price:

The maximum percentage of shares to be repurchased pursuant to the terms of the resolution proposed to the Shareholders’ Meeting to be held on 7 June 2017 is set at 10% of the total number of shares comprising the share capital (i.e., 8,358,049 shares as at today), it being specified that the said limit is considered as at the date of the repurchases, adjusted, if applicable, to take into account the potential share capital increases or reduction that may occur during the period covered by the program. The number of shares taken into account for the calculation of the said limit corresponds to the number of shares repurchased, deduction made of the number of shares sold during the program in connection with the liquidity objective.

Since the Company is not allowed to hold more than 10% of its share capital, taken into account the 993,862 shares already held as at 30 April 2017 (representing 1.19% of the share capital), the maximum number of shares that may be repurchased is 7,364,187, representing 8.81% of the share capital, unless transfers or cancellations of shares already held.

The maximum purchase price proposed to the Shareholders’ Meeting of 7 June 2017 is set at €200 per share. As a consequence, the maximum amount of the operation is set at €1,671,609,800 on the basis of a number of 83,580,494 shares.

  • Duration of the program:

In accordance with the resolution proposed to the Combined Shareholders’ Meeting to be held on 7 June 2017, the duration of the share repurchase program is 18 months following the date of the said Shareholders’ Meeting and expiring on 7 December, 2018.

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