Pursuant to Articles 241-2-I and 241-3-III of the AMF General Regulations, below is a description of the share buy-back programme (“descriptif du programme”) to be implemented by the Company:
date of the general shareholders’ meeting to authorise the share buy-back programme to be held:
4th May 2007;
number of EADS shares and corresponding percentage of share capital held directly and indirectly by the Company:
8,680,253 shares representing 1.06% of the share capital as at the date of this document;
intended use of the EADS shares held by the Company as at the date of this document:
the reduction of share capital by cancellation of all or part of the repurchased shares, in particular to avoid the dilution effect related to certain share capital increases for cash (i) reserved or to be reserved for employees of the EADS Group and/or (ii) carried out or to be carried out in the context of the exercise of stock options granted or to be granted to certain EADS Group employees: 8,680,253 shares.
For information on shares held by EADS at the date of the entry into force of EC Regulation n° 2273/2003 of 22nd December 2003 on 13th October 2004 and still held by EADS at the date of this document, see below:
Purposes of the share buy-back programme to be implemented by the Company (by order of decreasing priority, without any effect on the actual order of use of the buy-back authorisation, which shall be determined according to needs and possibilities):
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the reduction of share capital by cancellation of all or part of the repurchased shares, in particular to avoid the dilution effect related to certain share capital increases for cash (i) reserved or to be reserved for employees of the EADS Group and/or (ii) carried out or to be carried out in the context of the exercise of stock options granted or to be granted to certain EADS Group employees, it being understood that the repurchased shares shall not carry any voting or dividend rights,
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the owning of shares for the performance of obligations related to:
(i) debt financial instruments convertible into EADS’ shares,
(ii) employee share option programmes or other allocations of shares to the EADS Group employees, -
the purchase of shares for retention and subsequent use for exchange or payment in the framework of potential external growth transactions, and
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the liquidity or dynamism of the secondary market of the EADS shares carried out pursuant to a liquidity agreement to be entered into with an independent investment services provider in compliance with the decision of the AMF dated 22nd March 2005 related to approval of liquidity agreements recognised as market practices by the AMF;
Procedure:
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maximum portion of the issued share capital to be repurchased by the Company: 10%,
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maximum number of shares to be repurchased by the Company upon authorisation by the general shareholders’ meeting: the portion of 10% would represent 81,602,573 shares of the Company issued share capital representing 816,025,734 shares as of the date of this document. This maximum portion of 10% would represent 84,680,356 shares based on the 846,803,563 shares which would make up the entire fully-diluted share capital of the Company after the issue of 30,777,829 shares as a result of the exercise of stock options, which can still be exercised as of the date of this document, which the board of directors decided to grant to certain EADS Group employees in 2000, 2001, 2002, 2003, 2004, 2005 and 2006,
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furthermore, the amounts to be paid in consideration for the purchase of the treasury shares must not, in accordance with applicable Dutch law, exceed the equity components which are, per se, repayable or distributable to the shareholders. “Equity components repayable or distributable to the shareholders” means the contribution premiums (in relation to contributions in kind), the issue premiums (in relation to cash contributions) and the other reserves as set out in the financial statements of EADS, from which the repurchase price for the treasury shares must be deducted.As at 31st December 2006, the respective values of each of these EADS’ equity components which are by nature repayable or distributable to the shareholders were: €8,160,000,000 (contribution premiums), €(742,000,000) (other reserves) and €(349,000,000) (treasury shares), i.e., an aggregate amount of €7,069,000,000.
EADS reserves the right to implement the share purchase programme to its full extent and undertakes not to exceed, directly or indirectly, the threshold of 10% of the issued share capital as well as the amount of €7,069,000,000 throughout the term of the programme.
Finally, EADS undertakes to maintain at any time a sufficient number of shares in public hands to meet the thresholds of Euronext Paris S.A. - Shares may be bought or sold at any time (including during a public offering) to the extent authorised by the stock exchange regulations and by any means, including, without limitation, that the part of the programme which may be carried out by means of sale or purchase of block trades and including the use of options, combinations of derivative financial instruments or the issue of securities giving rights in any way to EADS shares within the limits set out in this prospectus. Moreover, EADS will use call options and swap that have been acquired pursuant to the agreements it had entered into during the previous share repurchase programme (see below) and does not exclude the possibility of using a structure of transaction similar to the one that had been used in the previous share repurchase programme in order to repurchase its own shares.
The portion of shares repurchased by means of the use of block trades may amount to all the shares to be repurchased in the context of this programme.
In addition, in the event that derivative financial instruments are used, EADS shall ensure that it does not use mechanisms which would significantly increase the volatility of the shares in particular in the context of call options. - characteristics of the shares to be repurchased by the Company upon authorisation by the general shareholders’ meeting: shares of EADS, a company listed on the marché Eurolist of Euronext Paris S.A., on the Amtlicher Handel market of the Frankfurt Securities Exchange (“Frankfurter Wertpapierbörse”) and on the Madrid, Bilbao, Barcelona and Valencia Stock Exchanges,
- DaimlerChrysler, Dasa AG, the French State, Lagardère, SEPI, SOGEADE and SOGEPA will retain all of their rights, depending on the circumstances, to sell their available EADS shares to EADS as part of this share buy-back programme,
- maximum purchase price per share: €70.
Term of the share buy-back programme:
this share repurchase programme shall be valid until 4th November 2008 inclusive, i.e., the date of expiry of the authorisation requested from the Annual General Meeting of 4th May 2007. One of the main aims of this EADS share repurchase programme is linked to the possible exercise by EADS Group employees of stock options granted to them in 2000, 2001 and 2002, it is currently intended (i) that such a programme be continued and renewed so that it expires on 9th August 2012 (8th August 2012 being the latest date upon which an employee of the EADS Group may exercise all or part of his/her stock options granted in 2002) and (ii) that the EADS annual general meeting be asked to renew the authorisations until such date.
Declaration by the Company of transactions carried out in relation to its own shares from 4th May 2006 to the date of this document:
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Percentage of share capital held directly and indirectly |
1.06% |
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Number of shares cancelled during the last 24 months |
7,993,328 |
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Number of shares held in portfolio |
8,680,253 |
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Book value of portfolio |
€m 158,45 |
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Market value of portfolio |
€m 189,33 |
The 1,843,814 EADS shares held by EADS at the date of the entry into force of EC Regulation n° 2273/2003 of 22nd December 2003 on 13th October 2004 and still held by EADS at the date of this document shall be, in order of decreasing priority, either (i) cancelled pursuant to a decision to be made, according to Dutch law, by an EADS annual general meeting, to avoid the dilution effect related to certain share capital increases for cash carried out, during the fiscal year preceding such annual general meeting, in the context of an EADS employee share ownership programme and/or upon the exercise of stock options granted to certain EADS Group employees, or (ii) kept in order to allow the performance of certain obligations described within the aims of the share repurchase programme referred to in this document, or (iii) used for exchange or payment in the framework of a potential external growth transaction, or (iv) sold in the context of a liquidity agreement in compliance with the provisions of Instruction AMF No. 2005-07.
In addition, it is envisaged that the EADS Annual General Meeting to be held on 4th May 2007 be requested to decide upon the cancellation of 4,568,405 repurchased shares to avoid the dilution effect related to the share capital increases for cash carried out upon the exercise in 2006 of stock options granted to certain EADS Group employees in 2000, 2001 and 2002 (in an amount of 100% of the shares issued in such context).
As of the date of this document, EADS has not entered into any liquidity agreement with an independent investment services provider in the context of this share repurchase programme.
In the context of this share repurchase programme, EADS used derivative financial instruments (see below). These derivative financial instruments (call options) have the characteristics set out in the table below.
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Gross cumulative flows |
Opening positions | ||||
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Purchases |
Sales/ Transfers (Exercise of Option) |
Opening Position |
Opening Position | ||
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Number of Shares |
650,953 |
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Call purchased 8,804,774 |
Forward |
Call purchased |
Sale |
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Average Maximum Maturity Date* |
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9th August 2012 |
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- |
- |
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Average Price of the Transaction* |
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- |
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Average Exercise Price* |
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- |
- |
- |
- |
- |
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Total |
€12,424,336 |
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(*) |
See “Part 1 – Long Term Incentive Plans”. |
A share repurchase programme is being implemented since 2004 in order to avoid the dilution effect related to the share capital increases in cash which would result from the exercise of the stock options granted to certain employees of the EADS Group in 2000, 2001 and 2002. This share repurchase programme is implemented according to the neutral delta method as a means of repurchase in order to compensate for the dilution effect of such stock option plans as approved by the Board of Directors on 5th December 2002 and 10th October 2003.
In relation to this repurchase programme, EADS entered into the following agreements: (i) call options agreements allowing EADS to acquire from a top ranking French bank a number of EADS’ shares equal to the number of shares to be created as a result of the exercise of stock options granted to certain employees of the EADS Group in 2000, 2001 and 2002, and (ii) swap agreements for the periodical adjustment of an amount in cash equal to the premiums paid by EADS to a top ranking French bank pursuant to the call options agreements, in accordance with the neutral delta method.
Pursuant to these agreements, the call options which EADS acquired from a top ranking French bank, have the same terms (as to exercise prices, exercise dates, quantities and expiry dates) as the stock options granted pursuant to the 2000, 2001 and 2002 stock option plans. If the EADS share price increases, the top ranking French bank must buy the number of EADS shares which then derived from the increase in price according to the delta neutral method formula. The total amount paid for these shares by the top ranking French bank corresponds to the financial charge borne by EADS, as determined from the variable amounts in the swap agreement. On the other hand, in the case of a reduction in the EADS share price, the top ranking French bank must sell a number of EADS shares which derived from the reduction in the share price according to the neutral delta method formula. The total amount received by the top ranking French bank for the sale of these shares corresponds to the financial revenues received by EADS as determined from the variable amounts in the swap contract. Under these conditions, the final amount due as a result of the purchases of the call options is only known at the time of the payment as determined from the last variable amount of the swap contract.
The structure of the transaction aims at covering off the dilution effect and the price risk for EADS linked to the exercise of stock options granted to certain EADS Group employees in 2000, 2001 and 2002.
Within this context, EADS uses the internal control procedures put in place by the Company in order to ensure the reliability of the management of the risks linked to these call options and swap. The procedures and tools for reporting have been set up, the responsibility and powers have been delegated to the Finance and Treasury department of EADS which has responsibility for all operational decisions and all activities within its competence. The relevant competent bodies within the organisation must be made aware of all substantial transactions, activities and risks.
From an accounting standpoint, the call options qualify as equity instruments, provided that they are physically settled in EADS’ own stock (IAS 32.16). The initial accounting led to a reduction in cash balances for the premiums paid and in stockholder’s equity for the same corresponding amount. With each variable payment made in application of the delta neutral method formula, there is a corresponding impact on cash and on equity to reflect the cumulative premiums paid on the call options. Upon exercise of the call options, EADS decreases cash by the amount paid (strike price times number of options) and deducts treasury shares from shareholder’s equity. Variations in the market value of the call options are not recognised in the financial statements. All such transactions are therefore neutral on the income statement.
The top ranking French bank has contractually undertaken to comply with the regulations in force in relation to repurchase procedures applicable to EADS and in particular the provisions of Articles 241-1 to 241-6 and 631-1 et seq. of the General Regulations of the AMF.
