Corporate Governance
Regulated agreements
To date, only one regulated agreement within the meaning of Article L.225-38 of the French Commercial Code (Code de commerce) is in force.
The table below presents the key information on this agreement:
| Contracting parties | Rothschild & Co SCA ('Rothschild & Co') |
J S HOLDINGS LUXEMBOURG S.À R. L. |
| Person indirectly interested |
Mr. Adam Keswick (member of the Rothschild & Co Supervisory Board)(1) |
|
| Key dates |
Date of approval by the Supervisory Board: 22 June 2021 Execution date: 22 June 2021 Settlement and delivery date: 24 June 2021 |
|
| Purpose of the agreement |
Upon the terms and conditions of this share purchase agreement, J S HOLDINGS LUXEMBOURG S.À R. L. irrevocably agrees to sell to Rothschild & Co and Rothschild & Co irrevocably agrees to purchase from J S HOLDINGS LUXEMBOURG S.À R. L. 1,208,138 Rothschild & Co shares(2) as part of its share buyback program (the 'Transaction'). The Transaction occurred by way of an off-market block trade. The shares so acquired are intended to be used for allocation or sale to employees and corporate officers, in accordance with the authorisation granted by the General Meeting of 20 May 2021 in its 22nd resolution, to meet requirements under the equity schemes and share based remuneration plans of Rothschild & Co. The buyback is financed through Rothschild& Co’s existing financial resources. |
|
| Financial conditions |
The purchase price per share equal to €29.30. The Transaction purchase price equal to €35,398,443.40 |
|
| Other |
In accordance with applicable regulations, it is specified that the acquisition price represents approx. 20% of the last annual profit of Rothschild & Co (3) |
|
(1) In light of the positions held by Mr. Adam Keswick within the Jardine’s entities, and notwithstanding the fact that Mr. Keswick does not hold a position within the selling entity itself, Rothschild & Co deems it appropriate as a matter of good governance to subject the Transaction to the authorisation procedure applicable to regulated agreements.
(2) Representing approx. 1.6% of Rothschild & Co share capital as of the Transaction date.
(3) Ratio between the Transaction purchase price (€35,398,443.40) and the annual profit of the Rothschild & Co Group (net income – Group share excluding exceptional items for the 2020 financial year).