EXHIBIT 25
PURCHASE PLAN
Purchase Plan, dated January 24, 2003 (this "Purchase Plan"), between
Pinault-Printemps-Redoute, a company organized under French law as a societe
anonyme a conseil de surveillance et directoire, having its registered office
00, xxxxx Xxxxx Xxxxxxx, 00000 Xxxxx (Xxxxxx), registered at the Commercial
Registry of Paris under number 552 075 020 ("PPR") and Credit Agricole Indosuez
Cheuvreux, a company organized under French law as a societe anonyme, having its
registered office 0 xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 00000 Xxxxxxxxxx (Xxxxxx),
registered at the Commercial Registry of Nanterre under number 788 108 223
("CAIC").
WHEREAS, PPR, on behalf of its wholly owned subsidiary Scholefield Goodmann
BV ("SG"), desires to purchase up to 3,000,000 (three million) common shares of
Gucci Group N.V. (the "Issuer"), nominal value NLG 2.23 per share (the "Stock")
between January 28, 2003 and April 4, 2003 when PPR would otherwise be unable to
purchase the Stock as a result of the Issuer's Xxxxxxx Xxxxxxx Policies; and
WHEREAS, PPR desires to appoint CAIC to purchase shares of Stock in
accordance with this Purchase Plan;
NOW, THEREFORE, PPR and CAIC hereby agree as follows:
1. PPR hereby gives to CAIC an irrevocable mandate to purchase up to an
aggregate of 3,000,000 (three million) shares of Stock by market purchases
within the applicable volume limitations set out in section b-4 of Rule 10b-18
under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").
No purchase shall be made by CAIC prior to January 28, 2003. CAIC shall purchase
shares of Stock on each even calendar day on which The New York Stock Exchange
(the "NYSE") is open for trading and the Stock trades regular way on the NYSE,
at the then prevailing market (bid) price provided that:
(a) such price does not exceed a maximum price (the "NYSE Maximum Purchase
Price") being defined as $ 95.25 per share (excluding any commission,
commission equivalent, xxxx-up or differential and other expenses of
purchase) and provided also that the USD/EUR exchange rate at the time of
the relevant purchase (as reported on Reuters page EUR =) is above 1.03,
and
(b) the total number of shares to be purchased on any day shall not exceed the
then applicable volume limitation of Rule 10b-18 under the Exchange Act
(the "Daily Volume Limitation"), and
(c) all such purchases are otherwise in compliance with Rule 10b-18 under the
Exchange Act.
To the extent that CAIC determines in its sole discretion that market
circumstances will permit, CAIC may purchase shares of Stock on the Amsterdam
Euronext Stock Exchange (the "ASX") on even calendar days provided that (i) such
price does not exceed a maximum price (the "ASX Maximum Purchase Price") being
defined as EUR 92.50 per share (excluding any commission, commission equivalent,
xxxx-up or differential and other expenses of purchase), (ii) all such purchases
shall be included into the calculation of the
Daily Volume Limitation and (iii) all such purchases shall otherwise be in full
compliance with all of the requirements of the ASX and Rule 10b-18 under the
Exchange Act.
The NYSE Maximum Purchase Price, the ASX Maximum Purchase Price and the global
amount of shares to be purchased shall be adjusted automatically on a
proportionate basis to take into account any stock split, reverse stock split or
stock dividend with respect to the Stock or any change in capitalization with
respect to the Issuer that occurs during the Plan Period (as defined below). No
purchases of shares of Stock will be made on the NYSE prior to the close of
trading on the ASX. All such purchases by CAIC on the NYSE or the ASX shall be
on a basis consistent with ordinary courses of execution.
CAIC shall deliver on each trading day a written report regarding the prior
day's purchases hereunder to PPR by sending a fax to the following persons:
Xxxxxx Xxxxxx of PPR at 00.00.00.00.00 and Xxxxxxx Xxxxx at 00.00.00.00.00, and
Xxxxx X. Xxxx, counsel to PPR, at 000 000-000-0000 and Xxxxxx X. Xxxxxxxx,
counsel to PPR, at 000 000-000-0000.
2. This Purchase Plan shall become effective on January 24, 2003 and shall
terminate on the earliest to occur of (i) April 4, 2003 at the closing time of
the NYSE (or, if the publication of the Issuer's annual results is postponed, 5
trading days after the date on which such results are published) and (ii) the
date on which CAIC receives notice of the commencement or impending commencement
of any proceedings in respect of or triggered by the Issuer's bankruptcy or
insolvency (the "Plan Period"). For the avoidance of doubt, it is specified that
this Purchase Plan is irrevocable and cannot be terminated or modified by PPR
prior to April 4, 2003.
3. CAIC agrees to comply with Rule 10b-18 under the Exchange Act and the
rules of the ASX in effecting any purchase of Stock pursuant to this Purchase
Plan. CAIC represents that it has the corporate authority to act pursuant to the
terms of this Purchase Plan and that CAIC has all necessary regulatory and other
approvals to fulfill its obligations under this Purchase Plan.
4. PPR represents and warrants that the purchase of Stock pursuant to this
Purchase Plan has been duly authorized by PPR, is not prohibited by any legal or
regulatory restriction or undertaking binding on PPR or SG and does not breach
any provisions of (i) the Issuer's xxxxxxx xxxxxxx regulations, or (ii) PPR's or
SG's organizational documents. PPR shall immediately notify CAIC if it becomes
subject to a legal or regulatory restriction or undertaking, or any provision of
any material contract, that would prevent CAIC from making purchases pursuant to
this Purchase Plan, and, in such a case, PPR and CAIC shall cooperate to amend
or otherwise revise this Purchase Plan solely to take account of such legal or
regulatory restriction or such undertaking (provided that neither party shall be
required to revise this Purchase Plan to take account of any such contractual
provision or to take any action that would be inconsistent with the requirements
of Rule 10b5-1(c), the ASX and/or the Dutch securities law). In the event that
PPR and CAIC shall not be able to amend this Purchase Plan consistent with the
provisions of the preceding sentence, this Purchase Plan shall immediately
terminate and no further purchases of shares of Stock shall be made under the
terms of this Purchase Plan.
5. PPR agrees that PPR shall not, directly or indirectly, communicate any
non public information relating to the Stock or the Issuer to any salesperson,
sales trader, compliance officer or other employee of CAIC or any of its
affiliates or subsidiaries who is involved,
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directly or indirectly, in the implementation of this Purchase Plan at any time
while this Purchase Plan is in effect.
6. PPR has consulted with PPR's own advisors as to the legal, tax,
business, financial and related aspects of, and has not relied upon CAIC or any
person affiliated with CAIC in connection with PPR's adoption and implementation
of this Purchase Plan. PPR acknowledges that CAIC is not acting as a fiduciary
or an advisor for PPR. CAIC, in agreeing to act as an independent agent and to
enter into this Purchase Plan has consulted with its own advisors and has not
relied upon PPR or any person affiliated with PPR in so proceeding, other than
to the extent provided in this Purchase Plan.
7. PPR agrees that until this Purchase Plan has been terminated PPR shall
not, directly or indirectly, (i) enter into a binding contract with respect to
the purchase or sale of Stock with another broker, dealer or financial
institution (each, a "Financial Institution"), (ii) instruct another Financial
Institution to purchase or sell Stock, (iii) adopt a plan for trading with
respect to Stock other than this Purchase Plan or (iv) take any other action
that would permit, or omit to take any action that would prevent, the
implementation of this Purchase Plan (including, without limitation, purchases
of the maximum Daily Volume Limitation of shares of Stock pursuant hereto) to
violate or not comply with Rule 10b-18 or Rule 10b-5-1 under the Exchange Act or
the rules of the ASX or the NYSE.
8. PPR agrees to make all filings, if any, required under Section 13(d) of
the Exchange Act or otherwise required by US federal securities laws or any
other filings and notifications required under Dutch law, in a timely manner, to
the extent any such filings are applicable to PPR or SG.
9. PPR understands that CAIC may not be able to effect a purchase due to a
market disruption, a change in legal or regulatory situation applicable to CAIC
occurring after the date of execution of this Purchase Plan (other than any such
change arising primarily from CAIC's failure to comply with applicable laws or
regulations), or due to any failure of PPR to comply with applicable laws or
regulations.
10. As of the execution of this Purchase Plan, PPR represents and warrants
that neither it nor SG is aware of material, nonpublic information concerning
the Issuer or its securities and is entering into this Purchase Plan in good
faith and not as part of a plan or scheme to evade compliance with the U.S.
federal securities laws, including the prohibitions of Rule 10b5-1 under the
Exchange Act and/or with Dutch securities laws.
11. It is the intent of the parties that this Purchase Plan comply with the
requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Purchase
Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c)
under the Exchange Act.
12. PPR agrees to indemnify and hold harmless CAIC and its directors,
officers, employees and affiliates from and against all claims, losses, damages
and liabilities (including, without limitation, any reasonable legal or other
expenses incurred in connection with defending or investigating any such action
or claim) arising out of or attributable to CAIC's actions taken or not taken in
compliance with this Purchase Plan or arising out of or attributable to any
breach by PPR of this Purchase Plan (including PPR's representations and
warranties hereunder) or any violation by PPR of applicable laws or regulations,
except to the extent such claim, loss, damage, liability or expense is finally
determined pursuant to the arbitration procedure referred to below, or, if
applicable, by a court of competent jurisdiction,
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to have arisen from the gross negligence, bad faith or willful misconduct of
CAIC or any of its employees or representatives. In each case, PPR and its
counsel shall be notified by CAIC, by letter or facsimile transmission, of the
written assertion of a claim against CAIC or of any other action commenced
against CAIC in respect of which indemnity may be sought hereunder, promptly
after CAIC shall have received any such written assertion or shall have been
served with a summons in connection therewith, provided that failure to provide
such notice shall not relieve PPR from any liability that it may otherwise have
on account of this indemnity, unless (and only to the extent that) PPR did not
otherwise learn of such claim or other action and such failure results in PPR
being materially prejudiced thereby. PPR shall be entitled to participate at its
own expense in the defense of any such claim or other action and, if PPR so
elects in writing, PPR shall assume the defense of any suit brought to enforce
any such claim. In the event that PPR shall assume the defense of any such suit
and so notifies CAIC in writing, PPR shall not be liable for the fees and
expenses of any additional counsel thereafter retained by CAIC, so long as PPR
shall retain counsel reasonably satisfactory to CAIC to defend such suit, and so
long as CAIC has not determined, in CAIC's reasonable judgment, that an actual
or potential conflict of interest exists between CAIC and PPR. PPR shall be
liable for any settlement of any claim effected with PPR's prior consent, which
consent shall not be unreasonably withheld. PPR shall not be liable for any
settlement of any claim effected without PPR's prior consent which has not been
unreasonably withheld. PPR shall not, without the prior written consent of CAIC
(which consent shall not be unreasonably withheld), settle or compromise any
claim, or permit a default or consent to the entry of any judgment in respect
thereof, unless the settlement, compromise or consent includes, as an
unconditional term, the giving by the claimant to CAIC of an unconditional and
irrevocable release from all liability in respect of such claim. The provisions
of this section shall survive termination of this Purchase Plan.
It is agreed that for the purchase of the Stock as described hereabove, CAIC
shall be acting as independent agent for PPR; delivery of the Stock for each
transaction will be made by CAIC to PPR's custody bank on a normal three-day
settlement basis against payment by PPR of the total purchase price for all
shares of the Stock purchased for such transaction and against payment of any
commission, commission equivalent, xxxx-up or differential and other expenses of
purchase to be paid to CAIC by PPR consistent with the terms of the following
sentence.
13. It is agreed that PPR shall pay or, if applicable, repay to CAIC, any
ordinary course brokerage fees, and ordinary course commissions, as well as any
taxes and stamp duties to be incurred in connection with the implementation of
this Purchase Plan. Brokerage fees and commissions shall not exceed 0.20 percent
gross per share of Stock purchased.
14. All reasonable out-of-pocket costs, charges and expenses (including
legal fees up to a gross amount of EUR 60,000) to be incurred by CAIC in
connection with the negotiation or preparation of this Purchase Plan shall be
paid by PPR on first demand of CAIC.
15. Except as otherwise specified in this Purchase Plan, all notices to
CAIC under this Purchase Plan shall be given to Xxxxxxxx Xxxxxxxx, CAIC's
compliance office, in the manner specified by this Purchase Plan by telephone at
00.0.00.00.00.00, by facsimile at 00.0.00.00.00.00 or by certified mail to the
address below:
Xxx Xxxxxxxx Xxxxxxxx
Compliance Officer
Credit Agricole Indosuez Cheuvreux
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0, xxxx xx Xxxxxxxxx Xxxx Xxxxxx
00000 Xxxxx-xx-Xxxxxxx Cedex, France
with a copy to:
Xxxxx Xxxxxx
Credit Agricole Indosuez Cheuvreux
0 xxxx xx Xxxxxxxxx Xxxx Xxxxxx
00000 Xxxxx-Xx-Xxxxxxx Xxxxx, Xxxxxx
Tel.: 00.0.00.00.00.00
Fax: 00.0.00.00.00.00
All notices to PPR under this Purchase Plan shall be
given to PPR for the attention of Xxxxxx Xxxxxx in
the manner specified by this Purchase Plan by
telephone at 00 00 0 00 00 00 16, by facsimile at 00
33 1 44 90 62 16 or by certified mail to the address
below:
Pinault Printemps Redoute
00, xxxxx Xxxxx Xxxxxxx
00000 Xxxxx
Xxxxxx
with a copy to:
Xxxxx X. Xxxx
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: 000-000-000-0000
Facsimile: 000-000-000-0000
This Purchase Plan shall be governed by and construed in accordance with the
laws of the State of New York.
Any dispute which may arise regarding the validity, interpretation or
performance of the Purchase Plan, shall be finally settled according to the
Rules of Arbitration of the International Chamber of Commerce by 3 arbitrators
appointed pursuant to these Rules. The arbitration shall take place in Paris and
be conducted in English language.
16. This Purchase Plan may be executed in counterparts, each of which shall
be deemed to be an original and all of which together shall constitute one and
the same agreement.
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IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as
of the date first written above.
PINAULT-PRINTEMPS-REDOUTE
By: /s/ Xxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chairman and Chief Executive
Officer
CREDIT AGRICOLE INDOSUEZ CHEUVREUX
By: /s/ Xxxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Chief Executive Officer
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