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Publicis Groupe: 2012 Annual Results

On January 31, 2012, Publicis Groupe SA redeemed its 2012 Eurobonds at maturity for a total of 506 million euro in principal. This redemption was funded by available liquidities within the Groupe.

Further to the Dentsu proposal of February 13, 2012, Publicis Groupe bought back 18 million of its own shares, in the form of a block transaction before the market opened for trading on February 17, for a total of 644 million euro (i.e. 35.80 euro per share). The buyback was at a discount of 13.35% to the closing price on February 16, 2012. It enhanced diluted earnings per share by some 7% in 2012.  Of the 18 million shares purchased, Publicis canceled 10,759,813. The remaining 7,240,187 shares have been held as Treasury stock and will serve to cover presence- and performance-based share attributions, stock options plans and acquisition programs. This share buyback was entirely funded by available liquidities within the Groupe.

On June 29, 2012, Publicis Groupe exercised its contractual early redemption right (issuer call) on its 2014 Oceane bonds issued on June 24, 2009.  On July 19, 2012, virtually all the outstanding bonds (i.e. 24,257,895 bonds) were converted, adding to the 1,492,735 bonds previously converted during the period. In all, 25,750,630 bonds were converted into 25,900,629 shares in accordance with the different conversion ratios. The remaining 11,016 bonds were redeemed at the call price upon expiry.  This conversion increased shareholders' equity by 694 million euro and terminated the 2014 Oceane bonds, thereby considerably strengthening the balance sheet without further diluting Diluted EPS.


On January 15, 2013, upon expiry of the public cash offer for all outstanding LBi shares, Publicis Groupe declared its offer unconditional. 73.5% of LBi's fully diluted capital had been tendered to Publicis Groupe which, together with shares already held by the offerer, represented a total of 97.37% of LBi's fully diluted capital. Publicis Groupe proposed that the remaining shares be tendered during a "post acceptance period" extending from January 16 to 29, 2013.

On January 29, 2013, Publicis Groupe and LBi jointly announced the final outcome of the public offer, notably that Publicis Groupe held 98.13% of LBi's outstanding shares.

Following the acquisition the delisting of the shares, approved by NYSE Euronext, will take effect on March 7, 2013.

Publicis Groupe plans to initiate a squeeze-out procedure at the first opportunity in order to buy up all remaining shares not held by the Groupe.

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