Atos SE launches an employee shareholding plan for 2016
Paris, 30 November 2016
Atos SE announces the launch of the employee shareholding plan entitled “Sprint 2016” under the framework of article L. 225-138-1 of the French Commercial Code (Code de commerce) and articles L. 3332-18 et seq. of the French Labor Code (Code du travail). The objective of this plan is to strengthen the Group’s relationship with its employees by offering them the possibility of being more closely associated with the Group’s future performance.
This offering of shares will be made to all employees of the Group located in France, Germany, Austria, Belgium, Bulgaria, Spain, the United States, Greece, Hong Kong, India, Italy, Malaysia, Morocco, Mexico, the Netherlands, Poland, Romania, the United Kingdom, Singapore, Slovakia, Switzerland, Thailand, and Turkey, who will be eligible for the Group savings plan (Plan d’Epargne Groupe “PEG”), subject to obtaining the required authorization from local authorities.
The subscription period will take place from December 1, 2016 to December 22, 2016 (inclusive).
The settlement-delivery of the shares shall occur as of February 17, 2017.
The terms and conditions of the transaction are described hereunder.
Details of the transaction
Euronext Paris (France) – compartment A
Common share ISIN code: FR0000051732
Security registered with the Service de Règlement Différé (SRD)
Purpose of the offering – reasons for the offering
Pursuant to the authorization granted by the Combined General Shareholders’ Meeting held on May 26, 2016 under the 19th resolution, the Board of Directors of Atos SE decided to issue shares reserved for employees under the framework of article L. 225-138-1 of the French Commercial Code (Code de commerce) and articles L. 3332-18 et seq. of the French Labor Code (Code du travail).
This offering of shares will be made to all Group employees located in France, Germany, Austria, Belgium, Bulgaria, Spain, the United States, Greece, Hong Kong, India, Italy, Malaysia, Morocco, Mexico, the Netherlands, Poland, Romania, the United Kingdom, Singapore, Slovakia, Switzerland, Thailand, and Turkey, who are eligible members of the Atos PEG.
The shares will be subscribed through an FCPE (employee shareholding vehicle governed by French law), in accordance with applicable regulatory and/or fiscal legislation in the various countries in the perimeter of the offering, with the exception of Italy and of the United States, where the shares will be subscribed directly.
Atos SE’s Board of Directors decided on July 26, 2016, to increase the share capital up to a maximum of 2% of the share capital at the date of the meeting of May 26, 2016, through the issuance of new shares to be paid in cash, or other securities granting a right to purchase capital of the company, within the framework of the applicable legislation, reserved for employees who are members of a PEG.
In accordance with the authorization granted by the Combined General Shareholders’ Meeting held on May 26, 2016 under the 19th resolution, the Board of Directors of Atos SE decided on the principle of an issuance of common shares for the benefit of employees of Atos SE and of the group companies affiliated with Atos SE pursuant to Article L. 225-180 of the French Code of Commerce and Article L. 3344-1 of the French Labor Code who are members of the PEG, and delegated to the Chairman and Chief Executive Officer the power to declare the subscription price by applying a 20% discount to the reference price.
On November 30, 2016, the Chairman of the Board of Directors set the subscription price to the amount of EUROS 76. This subscription price is equal to 80% of the reference price (the average of the opening share price of Atos SE on NYSE Euronext (Paris) during the twenty trading days preceding this date), that is to say the reference price with a discount of 20%.
The newly created Atos SE shares shall be entirely assimilated to existing shares as from their issuance and will enjoy the same rights. They will carry entitlement, as from their issuance date, to any dividend distributed by the Company as from that date.
Conditions of the subscription
- Beneficiaries of the share offering reserved for employees: the beneficiaries of the offering are employees of companies in the offering perimeter that are members of the PEG, regardless of the nature of their employment contract subject to a level of seniority. Pre-retirees and retirees of the Group’s companies located in France who became members of the PEG before the termination of their employment may participate in the offering subject to having held assets in the PEG since their early retirement or retirement.
- Companies in the offering perimeter :
- Atos SE (Societas europaea or European Company), with a share capital of EUROS 104,875,537 with its registered office located at River Ouest – 80 quai Voltaire, 95870 Bezons and
- Companies with their registered offices in France, Germany, Austria, Belgium, Bulgaria, Spain, the United States, Greece, Hong Kong, India, Italy, Malaysia, Morocco, Mexico, the Netherlands, Poland, Romania, the United Kingdom, Singapore, Slovakia, Switzerland, Thailand, and Turkey which are part of the accounting consolidation perimeter of Atos SE pursuant to section L. 233-16 of the French Commercial Code and that have joined the PEG, subject to having received the local authorizations in some of these countries.
- Does a preferential subscription right in case of capital increase exists: this offering does not include a preferential subscription right.
- Terms and conditions of the subscription: the shares will be subscribed through a FCPE. However, by way of exception, in Italy and in the United States, the shares will be subscribed directly.
- Voting rights: the voting rights of the holders of FCPE units shall be exercised during the General Shareholders’ Meetings of Atos SE by the FCPE Supervisory Board.
- Subscription cap: the beneficiaries’ annual payments shall not exceed, in accordance with article L.3332-10 of the French Labor Code, one-fourth of their gross annual remuneration.
- Lock-up period applicable to the Atos SE shares: the subscribers shall hold their units of the FCPE until May 31, 2022 except in the occurrence of an early release event.
Indicative timeline of the offering
- Employees’ Subscription period: December 1, 2016 to December 22, 2016 (inclusive)
- Settlement-delivery of the shares: February 17, 2017.
The admission of the newly-issued Atos SE shares to trading on Euronext (Paris) (ISIN code: FR0000051732) is scheduled to occur as of February 17, 2017, on the same quotation line as the existing shares.
Special note regarding the international offering
This press release does not constitute an offer to sell or a solicitation for the purchase of Atos SE shares. The offering of Atos SE shares reserved for employees will be conducted only in countries where such an offering has been registered with the competent local authorities and/or following the approval of a prospectus by the competent local authorities or under an exemption of the requirement to prepare a prospectus or register the offering. In particular, in the United States of America, the shares have not been and will not be registered under the Securities Act of 1933. More generally, the offering will only be conducted in countries where all required filing procedures and/or notifications have been completed and the required authorizations have been obtained. This press release and its copies are not aimed for, and therefore should not be sent to, countries in which such prospectus would not have been approved or where such an exemption is not available or in which any required filing procedures and/or notifications would not have yet been made, or in which the required authorizations would not have been obtained.
The beneficiaries may address all questions regarding this offering to the contact person specified in the documentation related to the subscription which was remitted to employees.
The present document constitutes the information document required by Article 14 of AMF circular n° 2005-11 dated December 13, 2005 and by Article 223-3 of the AMF General Regulations.
Atos SE (Societas Europaea) is a leader in digital services with pro forma annual revenue of circa € 12 billion and circa 100,000 employees in 72 countries. Serving a global client base, the Group provides Consulting & Systems Integration services, Managed Services & BPO, Cloud operations, Big Data & Cybersecurity solutions, as well as transactional services through Worldline, the European leader in the payments and transactional services industry. With its deep technology expertise and industry knowledge, the Group works with clients across different business sectors: Defense, Financial Services, Health, Manufacturing, Media, Utilities, Public sector, Retail, Telecommunications, and Transportation.
Atos is focused on business technology that powers progress and helps organizations to create their firm of the future. The Group is the Worldwide Information Technology Partner for the Olympic & Paralympic Games and is listed on the Euronext Paris market. Atos operates under the brands Atos, Atos Consulting, Atos Worldgrid, Bull, Canopy, Unify and Worldline.
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