Essential Details of GTT's Share Buy-Back Programme
GAZTRANSPORT ET TECHNIGAZ
Société anonyme with a share capital of €371,177.72
Registered office: 1 route de Versailles – 78470 Saint-Rémy-lès-Chevreuse, France
662 001 403 R.C.S. Versailles
The share buy-back programme is set in accordance with the conditions outlined by the Articles 241-1 and subsequents of the General Regulations of the Autorité des marchés financiers (AMF).
Overview of the Buy-Back Programme
The implementation of this buy-back programme has been authorized by the Combined Shareholders’ meeting taking place in June 2025.
Issuer: GTT / ISIN code: FR 0011726835 (compartment A)
Stock affected: Ordinary shares
Maximum proportion of the share capital that may be acquired: 10% of GTT’s ordinary shares, amounting to approximately 3,711,777 shares based on the share capital as of the end of 2024.
It's notable that:
(i) The number of shares held for retention and their later use in a merger cannot exceed 5% of total share capital;
(ii) Shares bought back to enhance liquidity will account for the shares acquired minus any sold during the authorization period;
(iii) The Company may not hold directly or indirectly more than 10% of its own capital.
Financial Details of the Programme
Maximum purchase price: €190 per share (excluding fees).
Total amount authorized for purchases under the programme: €705,237,630.
Objectives of the Share Buy-Back Programme
The main goals of this programme include:
- To facilitate share purchase options for employee incentive schemes and corporate leadership or allocate shares as part of outlined profit-sharing strategies.
- To ensure shares are delivered when rights attached to securities are exercised, enabling conversion or other means of share allocation.
- To retain shares for potential future exchanges in merger or acquisition scenarios, limited to 5% of capital.
- To cancel shares repurchased under a shareholders' resolution.
- To enhance market liquidity through an investment services provider complying with market recognized practices.
This programme aims to position GTT to pursue additional advantageous opportunities or comply with any legislative changes that may arise, with notifications to shareholders provided via official announcements.
Acquisition Methods and Duration
Acquisitions may occur through various legal channels including regulated markets or over-the-counter transactions. The methods could involve bulk purchases, tendering, or financial instruments, executed directly or through an investment service provider.
The Board of Directors may utilize this authorisation at any time within legal frameworks as set forth during the Annual General Meeting in June 2025, barring periods during takeover bids by third parties.
Timeline of the Buy-Back Programme
The programme is anticipated to commence following the release of its description and to continue through December 10, 2026, providing a span of 18 months after the Combined Shareholders' meeting in 2025.
Current Holdings of Treasury Shares
As per the meeting on June 11, 2025, GTT reports holding 2,250 shares under a liquidity agreement aimed at market stimulation, in addition to 50,285 shares outside this agreement, together constituting 0.14% of total share capital.
This document has been published in compliance with AMF General Regulations, preceding the execution of this programme.
Frequently Asked Questions
What is the purpose of GTT’s share buy-back program?
The program aims to enhance shareholder value and improve liquidity, along with facilitating employee share schemes.
How many shares can GTT buy back?
GTT is authorized to buy back a maximum of 10% of its share capital, approximately 3,711,777 shares.
What is the duration of the buy-back program?
The program will run from its announcement until December 10, 2026, a total of 18 months.
What is the maximum price per share for the buy-back?
The maximum purchase price is set at €190 per share, excluding fees.
How will shares be acquired under this program?
The shares may be acquired through various methods including direct market purchases and through investment service providers.
