Cergy, September 30, 2021 - SPIE, the independent European leader in multi-technical services in the fields of energy and communications, announces the launch of the 5th iteration of its employee shareholding program, SHARE FOR YOU.
From October 1st to 21st, 2021, 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 14.11 euros. This takes into account a 30% discount applied to the average opening price of the SPIE share on the Euronext Paris market during the 20 trading days preceding September 28, 2021, i.e. between August 31 and September 27, 2021, inclusive.
This 5th iteration of the SHARE FOR YOU programme since SPIE's IPO in 2015 is open to 41,000 employees from 13 countries (Austria, Belgium, Czech Republic, France, Germany, Hungary, Luxembourg, Netherlands, Poland, Slovakia, Switzerland, United Arab Emirates, United Kingdom).
With this new scheme, SPIE is once again inviting its employees to share in its performance in the long term.
Since April 2021, the employees, who hold 5.8 % of the capital, have become the Group's main shareholders. This places the Group among the top 12 SBF 120 companies in terms of employee shareholding. By way of comparison, the average share of capital held by employees in SBF 120 companies is 2.4%.
The terms of this operation are described below.
SPIE SA (hereinafter the “Company”)
Registered office: 10 avenue de l'Entreprise, 95863 Cergy-Pontoise cedex - France
Registered capital: 75,265,694.72 euros
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 12th, 2021, 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 € 1,850,000, 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 6, 2021, 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-Chief Executive Officer 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 Company, and
· The companies of the SPIE group, whose head office is located in France or outside France, in particular in Austria, Belgium, Czech Republic, Germany, Hungary, Luxembourg, Netherlands, Poland, Slovakia, Switzerland, United Arab Emirates or in the United Kingdom.
· 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 1, 2026, 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 28, 2021
· Subscription period: from October 1 (inclusive) to 21, 2021 (inclusive)
· Settlement-delivery of the offer: scheduled for December 14, 2021
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 14, 2021.
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.
 Employee shareholding barometer 2021 by Amundi ESR
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