Aufrufe: 60
1. TERMS AND CONDITIONS OF THE REPURCHASE PROGRAM
On June 5, 2025, in its 17th resolution, the Company's General Meeting of Shareholders authorized, for a period of eighteen months from the date of the meeting, the Company's Board of Directors to trade in the Company's shares, in accordance with Article L.22-10-62 of the French Commercial Code, as part of a share repurchase program, the main features of which are described below.
1.1 Maximum share of capital that may be acquired and maximum acquisition amount
The Company is authorized to purchase its own shares up to a limit of 10% of the shares comprising the share capital, it being specified that (i) a maximum of 5% of the shares comprising the Company's share capital may be allocated for retention and subsequent transfer in payment or exchange as part of a merger, spin-off or contribution, and (ii) that in the event of acquisition under a liquidity contract, the number of shares taken into account for calculating the 10% limit of the share capital amount mentioned above corresponds to the number of shares purchased less the number of shares resold during the term of the authorization.
The Company's shares are ordinary shares, all of the same class, listed on Euronext Growth Paris (ISIN code: FR0014010H01).
The maximum purchase price for each share is set at 300% of the price of the shares offered to the public as part of the admission to trading on the Euronext Growth Paris market, i.e., a maximum price of €45 per share. In the event of capital transactions, in particular through the incorporation of reserves and/or the division or consolidation of shares, this price will be adjusted by a multiplier coefficient equal to the ratio between the number of shares comprising the share capital before the transaction and the number after the transaction.
The Company intends to use the entire repurchase program and undertakes not to exceed, at any time, directly or indirectly, this 10% threshold.
The acquisition of Company shares may not have the effect of reducing the Company's equity to an amount less than the capital plus non-distributable reserves. In addition, pursuant to Article L.225-210 of the French Commercial Code, the Company must have free reserves, other than the legal reserve, in an amount at least equal to the value of all the shares it will hold.
The Combined Shareholders' Meeting of June 5, 2025 limited the amount allocated to the repurchase of its own shares to €10,000,000.
Furthermore, the Company agrees to:
1.2 Terms and conditions of repurchases and sales
These purchases, sales, exchanges, or transfers may be carried out by any means, i.e., on the market or over the counter. These transactions may take place at any time, in accordance with applicable regulations, including during public offerings, subject to applicable legal and regulatory provisions.
1.3 Maximum share of the program carried out through the acquisition of blocks of securities
The maximum share of the repurchase program that may be carried out through the acquisition or sale of blocks of securities may reach the total amount of the authorized share repurchase program.
1.4 Duration and schedule of the repurchase program
These share purchases may be carried out for a period of 18 months from the date of the Combined Shareholders' Meeting that authorized the share repurchase, i.e., until December 4, 2026.
Pursuant to Article L.22-10-62 of the French Commercial Code, the Company undertakes not to cancel the repurchased shares beyond the limit of 10% of the share capital (adjusted for any transactions that may affect it after the Combined Shareholders' Meeting of June 5, 2025) per 24-month period.
2. OBJECTIVES OF THE SHARE REPURCHASE PROGRAM
The objectives of the repurchase program are set in accordance with the provisions of European Regulation No. 596/2014 of April 16, 2014, in force at the time of the vote by the Combined General Meeting of June 5, 2025 on the 17th resolution, and with market practices accepted by the AMF. These objectives are as follows:
- implementation of stock option plans, free share allocation plans, employee share ownership transactions reserved for members of a company savings plan, in accordance with the legal provisions in force, or the allocation of shares to employees and/or corporate officers of the Company and its affiliated companies;
- the delivery of shares upon the exercise of rights attached to securities giving access to the Company's share capital;
- their use in connection with any transaction to hedge the Company's commitments in respect of financial instruments relating in particular to changes in the Company's share price;
- the retention of shares and their subsequent transfer in payment or exchange in the context of potential external growth, merger, demerger, or contribution transactions;
- the total or partial cancellation of shares by way of a reduction in share capital (in particular with a view to optimizing cash management, return on equity, or earnings per share);
- stimulating the share market within the framework of a liquidity contract concluded with an investment service provider, in accordance with the AMAFI Code of Ethics approved by the French Financial Markets Authority (AMF);
- implementing any market practices that may be authorized by the AMF and, more generally, carrying out all transactions in accordance with the legal and regulatory provisions in force.
About SEMCO Technologies
SEMCO Technologies is a French company specializing in the design and manufacture of components essential to the production of next-generation semiconductors, electrostatic chucks (eChucks). With 30 years of expertise and unique technological know-how, SEMCO Technologies designs high-tech, custom-made eChucks, distinguishing itself from generalist manufacturers by its ability to meet the most demanding market requirements. Founded in 1986 in Montpellier, it became a wholly-owned subsidiary of the ECM Group in 2016, a family-owned group and world leader in the manufacture of equipment for the treatment and transformation of materials. SEMCO Technologies achieved a turnover of €34.7 million1 on December 31, 2025.
For more information: https://www.semco-tech.com/en/
Disclaimer
This press release contains forward-looking statements, not historical facts, and should not be interpreted as a guarantee that the events and data stated will occur. These forward-looking statements are based on data, assumptions and estimates that SEMCO Technologies considers reasonable. SEMCO Technologies operates in a competitive and rapidly changing environment. The company is therefore unable to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the occurrence of a risk or combination of risks could lead to results that differ significantly from those mentioned in any forward-looking statement. SEMCO Technologies draws your attention to the fact that forward-looking statements are not guarantees of future performance and that its actual financial position, results and cash flows, as well as the development of the sector in which SEMCO Technologies operates, may differ significantly from those proposed or suggested by the forward-looking statements contained in this document. Furthermore, even if the financial situation, results, cash flows and developments in the sector in which SEMCO Technologies operates are in line with the forward-looking information contained in this document, these results or developments may not be a reliable indication of SEMCO Technologies' future results or developments. Readers are advised to carefully review the risk factors described in the registration document approved by the Autorité des Marchés Financiers (‘AMF’), available free of charge on the Company's website. In the event that any or all of these risk factors or other factors materialise, SEMCO Technologies shall in no event be held liable for any decision or action taken in relation to the information and/or statements contained in this press release or for any damage related thereto. This information is provided solely as of the date of this press release. SEMCO Technologies does not undertake to publish updates to this information or the assumptions on which it is based, except where required by law or regulation.
This press release and the information contained herein do not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for shares in SEMCO Technologies in any country.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260310947606/en/
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