Cergy (France), 28 September 2020 – SPIE, the independent European leader in multi-technical services in the areas of energy and communications, announces the launch of its 4th employee shareholding plan, SHARE FOR YOU 2020. From 1 to 21 October, employees will have the opportunity to become shareholders in the Group or increase their stake in SPIE, via an employee shareholding fund.
This 4th edition of the SHARE FOR YOU programme, since SPIE was first listed on the stock exchange in 2015, is open to 43,000 employees from 13 countries (Austria, Belgium, Czech Republic Germany, Hungary, Luxembourg, the Netherlands, Poland, Slovakia, Switzerland, the United Arab Emirates and the United Kingdom).
The subscription price has been set at €10.56. This represents a 30% discount compared to the average opening price of SPIE S.A. shares on the Euronext Paris stock exchange, calculated over twenty (20) trading days between 28 August and 24 September 2020 inclusive.
The SPIE’s approach to employee shareholding has been recognised on several occasions: in 2018, SPIE was awarded the "Shared Ambition Prize" and last year, the "Grand Prix" from the Euronext-FAS IAS Index. In both cases, SPIE group's ability to develop its employee shareholding in a sustainable way and to expand it on an international scale was recognised by the awards committees.
Since October 2017, SPIE is part of the FAS IAS index, which brings together the leading French companies in terms of employee shareholding plans.
The terms and conditions of this plan are described below.
SPIE S.A. (hereinafter the "Company")
Registered office: 10 avenue de l’Entreprise, 95863 Cergy-Pontoise Cedex, France
Share capital: €73,107,536.03
Trade and Companies Register 532 712 825 Trade and Companies Register of Pontoise
Euronext Paris (France)
Ordinary share ISIN code: FR0012757854
BACKGROUND TO THE PLAN - SECURITIES OFFERED
The Company’s shareholders, having held a combined general meeting on 29 May 2020, in their 19th resolution delegated to the Board of Directors authority to decide to increase the Company’s share capital once or more than once, up to a maximum nominal amount of €1,850,000, or via other securities providing access to the Company's share capital, reserved for employees of the Company and of its French and foreign connected companies in accordance with Articles L. 225-180 of the Commercial Code and L. 3344-1 of the Employment Code, who were members of a Group company savings plan. On 28 July 2020, the Board of Directors decided in favour of the principle of an issue of ordinary shares to employees who were members of a Group company savings plan, determined the principal features of the scheme and delegated the powers required to implement it to the Company’s Chairman and Chief Executive Officer.
TERMS OF SUBSCRIPTION
· Beneficiaries of the share offer reserved for employees: the beneficiaries of the offer are (i) employees and corporate officers (in accordance with the conditions set out in Article L. 3332-2 of the Employment Code) of companies within the scope of the offer, who are members of a French or international group savings plan (as applicable), irrespective of the nature of their employment contract (fixed term or permanent, full time or part time), and can show that they have a length of service of 3 months on the closing date of the subscription period and (ii) employees taking early retirement and retired employees of the group's French companies who continue to hold assets in the French group savings plan after they have left the group.
· Companies within the scope of the offer:
· The Company, and
· SPIE group companies, having their registered office in France or elsewhere, including Austria, Belgium, Czech Republic, Germany, Hungary, Luxembourg, the Netherlands, Poland, Slovakia, Switzerland, the United Arab Emirates and the United Kingdom.
· Subscription procedures: the shares shall be subscribed directly in Germany and, in other countries, via the intermediary of a corporate mutual fund, in accordance with the legislation and/or tax regime applicable in the various countries of residence of the beneficiaries of the share capital increase.
· Subscription formulae: employees may subscribe to SPIE shares in accordance with a single subscription formula referred to as the "classic" formula.
· Maximum subscription: annual payments by beneficiaries of the offer into the French or international group savings plan may not, in accordance with Article L.3332-10 of the Employment Code, exceed one quarter of their gross annual remuneration, subject to any other constraints contained in local legislation.
· Locking of SPIE shares or of the corresponding units in the employee shareholding fund: subscribers to the offer must retain the shares subscribed or the corresponding units in the employee shareholding fund for a period of approximately five (5) years, until 1 June 2025, except in the event of early release.
· Exercising voting rights attached to shares: when the shares are subscribed and subsequently held via the intermediary of an employee shareholding fund, voting rights attached to these shares will be exercised by the supervisory board of the employee shareholding fund in question; when the shares are subscribed directly by employees, voting rights will be exercised individually by the employees in question.
SUGGESTED CALENDAR FOR THE PLAN
· Date on which subscription price to be set: 25 September 2020
· Subscription period: from 1 October (inclusive) to 21 October 2020 (inclusive)
· Settlement and delivery of the offer: expected on 15 December 2020
Entry of the new SPIE shares for trading on the Euronext Paris stock exchange (ISIN Code: FR0012757854) on the same line as the existing shares will be requested as soon as possible once the share capital increase expected to take place on 15 December 2020 has been completed.
SPECIFIC NOTE ON INTERNATIONAL REQUIREMENTS
This press release is not an offer of sale or an invitation to subscribe to SPIE shares. The SPIE share offer reserved for employees shall only be implemented in countries where such an offer has been registered with or notified to the competent local authorities and/or following the approval of a prospectus by the competent local authorities, or on the basis of an exemption from the obligation to produce a prospectus or to register or give notice of the offer.
Generally, the offer will only be implemented in countries where all registration procedures have been carried out and/or the necessary notices served, and the requisite authorisations obtained.
CONTACT DETAILS 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 stated in the documents provided to beneficiaries.
Group Communications Director
Tel. + 33 (0)1 34 41 81 11
Investor Relations Director
Tel. + 33 (0)1 34 41 80 72
Agence Droit Devant
Press Relations Consultant
Tel. + 33 (0)1 39 53 53 33