Cergy, September 27th, 2023 - SPIE, the independent European leader in multi-technical services in the areas of energy and communications, announces the launch of the 7th edition of its employee shareholding program, SHARE FOR YOU.
From September 28th to October 19th, 2023, employees will have the opportunity to become shareholders of the Group or to increase their holdings in the capital of SPIE, directly or via a company mutual fund.
The subscription price has been set at 22.02 euros. This considers a 20% discount applied to the average opening price of the SPIE share on the Euronext Paris market during the 20 trading days preceding September 20th, 2023, i.e. between August 23rd and September 19th, 2023 included.
This 7th edition of the SHARE FOR YOU programme since SPIE's IPO in 2015 is open to nearly 44,000 employees from 14 countries (Australia(1), Austria, Belgium, Czech Republic, France, Germany, Hungary, Luxembourg, Netherlands, Poland, Romania, Slovakia, Switzerland and United Arab Emirates).
With the SHARE FOR YOU 2023 program, SPIE is once again inviting its employees to share in its performance in the long term.
SPIE is one of the 7 companies listed on the SBF 120(2) index whose employees are the first shareholder(3). At the end of December 2022, employees held 7% of the capital. By way of comparison, the average percentage of capital held by employees in SBF 120 companies is less than 3%(4).
The terms of this operation are described below.
(1) The participation of Australia is subject to the approval of the local market authority (an in particular to the issuance of a regulatory instrument to permit the offer to be made in Australia).
(2) The SBF 120 is a stock market index of which SPIE is a member. It includes the 40 companies tracked by the CAC 40 and 80 other companies. The companies that make up the index have the most liquid stocks, selected from the top 200 market capitalisations on the Paris stock exchange.
(3) Reference taken from the results of the Panorama of Employee Share Ownership in the SBF120, carried out by Eres.
(4) Employee shareholding Observatory 2023 by Amundi ESR.
SPIE SA (hereinafter the “Company”)
Registered office: 10 avenue de l'Entreprise, 95863 Cergy-Pontoise Cedex - France
Registered capital: € 77,353,780.17
RCS: 532 712 825 R.C.S. Pontoise
Euronext Paris (France)
Ordinary share, ISIN code: FR0012757854
FRAMEWORK OF THE OPERATION - PROPOSED SECURITIES
At the Combined General Meeting of May 10th, 2023, the shareholders of the Company delegated to the Board of Directors in their 14th resolution, the power to decide to increase the Company's share capital, in one or more instalments, by up to a maximum nominal amount of € 2,000,000, or other securities giving access to the Company's capital, reserved for employees of the Company and French and foreign companies associated with it who are members of a Group company savings plan, subject to the conditions of Articles L. 225-180 of the Commercial Code and L. 3344-1 of the Labour Code. On July 26th, 2023, the Board of Directors decided on the principle of issuing ordinary shares for the benefit of employees who are members of a Group company savings plan, adopted the main characteristics and delegated to the Chairman and CEO of the Company the necessary powers for the implementation of the operation.
- Beneficiaries of the share offer reserved for employees: the beneficiaries of the offer are (i) the employees, and the corporate officers under the conditions provided for in Article L. 3332-2 of the Labour Code, of the companies within the scope of the offer who have joined the French or international group savings plan, as the case may be, regardless of the nature of their employment contract (fixed-term or open-ended, full-time or part-time) and having three months or more of service at the end of the subscription period and (ii) early retirees and retirees of French companies in the Group who have retained assets in the France group savings plan since leaving the Group.
- Companies within the scope of the offer:
The companies of the SPIE group, whose head office is located in France or outside France, in particular in Australia, Austria, Belgium, Czech Republic, Germany, Hungary, Luxembourg, Netherlands, Poland, Romania, Slovakia, Switzerland or in the United Arab Emirates.
- Terms of subscription: the shares will be subscribed directly in Germany and through a company mutual fund for the other countries, according to the regulations and/or tax regime applicable in the respective countries of residence of the beneficiaries of the capital increase.
- Subscription formulae: employees can subscribe for SPIE shares under a single “classic” subscription formula.
- Subscription ceiling: the annual payments of the beneficiaries of the offer into the French or international group savings plan may not, in application of article L. 3332-10 of the Labour Code, exceed one quarter of their gross annual remuneration, subject to other constraints resulting from local regulations.
- Unavailability of SPIE shares or corresponding company mutual fund units: subscribers to the offer must keep the corresponding company mutual fund shares or units for a period of approximately five (5) years, until June 1st, 2028, except in the case of early release.
- Exercise of voting rights attached to shares: when the shares are held through a company mutual fund, the voting rights attached to these shares will be exercised by the supervisory board of the company mutual fund concerned; when the shares are held directly by employees, the voting rights will be exercised individually by the employees concerned.
INDICATIVE TIMETABLE OF THE OPERATION
- Fixing of the subscription price: September 20th, 2023
- Subscription period: from September 28th (included) to October 19th, 2023 (included)
- Settlement-delivery of the offer: scheduled for December 14th, 2023
The admission of the new SPIE shares for trading on the Euronext Paris market (ISIN code: FR0012757854) on the same line as the existing shares will be requested as soon as possible after the completion of the capital increase scheduled for December 14th, 2023.
SPECIAL NOTE FOR INTERNATIONAL TRANSACTIONS
This memorandum does not constitute an offer to sell or a request to subscribe to SPIE shares. The SPIE share offer reserved for employees will only be implemented in countries where such an offer has been registered or notified to the competent local authorities and/or following the approval of a prospectus by the competent local authorities, or in consideration of an exemption from the obligation to draw up a prospectus or to register or notify the offer. More generally, the offer will only be made in countries where all the required registration procedures and/or notifications have been carried out and the necessary authorisations have been obtained.
POINTS OF CONTACT FOR BENEFICIARIES OF THE OFFER
For any questions relating to this offer, beneficiaries may contact their Human Resources manager and/or any other person as specified in the documents given to the beneficiaries.
SPIEPascal Omnès Group Communications Director Phone : +33 (0)1 34 41 81 11 E-mail : email@example.com
SPIEAudrey Bourgeois Investor Relations Director Phone : +33 (0)1 34 41 80 72 E-mail : firstname.lastname@example.org
IMAGE 7Laurent Poinsot Consultant Phone : + 33 (0)1 53 70 74 77 E-mail : email@example.com