Elis announces a 2023 “Elis for All” employee share ownership plan
Elis announces a 2023
“Elis for All” employee share
ownership plan
Saint-Cloud,
August 31, 2023
– Elis announces the launch of a new “Elis for All” 2023
employee share ownership plan.
I. ISSUER
ELIS Euronext Paris regulated market (France) ISIN code for
ordinary shares: FR0012435121
Share admitted to the Differed Settlement System
(SRD)
II. FRAMEWORK OF THE ISSUANCE – PURPOSE
OF THE OFFERING
Pursuant to the delegations granted in
accordance with the 25th resolution of the Extraordinary General
Assembly dated May 19, 2022 and the 21st resolution of the
Extraordinary General Assembly dated May 25, 2023, the Management
Board, duly authorized by the Supervisory Board on December 15,
2022, decided on March 16, 2023 to increase the Company’s share
capital through two issuances of shares, with no preferential
subscription rights, in accordance with Articles L. 225-129-2, L.
225-6 and L.225-138-1 of the French Commercial Code and L. 3332-1,
L. 3332-18 et seq. of the French Labour Code. The first issuance is
reserved to employees participating in the Elis Group Savings Plan
and the second to employees of Elis' foreign subsidiaries.This
operation is part of the development of employee share ownership,
which is an objective of the Elis Group and strengthen the sense of
belonging of Elis Group employees by offering them the opportunity
to be more closely involved in the future development and
performance of the group.
Elis' Management Board has determined the main
features of the offer and has delegated to the Chairman of the
Management Board the implementation of the two above-mentioned
capital increases.The offering only comprises a “classic” formula
with discount and employer matching contribution (abondement),
under which the subscriber is fully exposed to fluctuations of the
Elis share.A common ceiling of two million (2,000,000) euros,
representing 2,000,000 shares, applies to these two capital
increases, i.e., 0.86% of the share capital at the date of the
Management Board’s decision.The “Elis for All” offer includes a 30%
discount on the reference price and a matching contribution equal
to one share offered for 10 shares subscribed.The shares will bear
rights from the date of their issue and will be fully assimilated
to the existing shares.
III. SUBSCRIPTION’S CONDITIONS
Beneficiaries of the offering are:
(i) In France: Employees of Elis or of the
companies that are part of the Elis Group and have acceded to the
Group Savings Plan, who are able to justify a minimum seniority of
three months as of September 18, 2023, opening date of the
subscription period; (ii) Abroad: Employees of Elis’ foreign
subsidiaries set in the countries mentioned below and who are able
to justify a minimum seniority of three months as of the opening
date of the subscription period.
Companies within the scope of the offer:
The scope of the offer extends to French
entities that are members of the Group Savings Plan and foreign
entities established in the following countries: Belgium, Brazil,
Denmark, Germany, Finland, Ireland, Italy, Luxembourg, Mexico,
Norway, Netherlands, Poland, Spain, Portugal, the United Kingdom,
Sweden and Switzerland.
Subscription Price:The subscription price shall
be fixed by the Chairman of the Management Board, pursuant to a
delegation from the Management Board, on the business day preceding
the opening of the subscription period. It will be equal to the
average opening price of the Elis share on the Euronext Paris
market during the 20 trading days preceding the date of the
decision of the Chairman of the Management Board fixing the opening
of the subscription period, less a 30% discount.
Subscription terms The shares will be subscribed
by beneficiaries either through an employee shareholding fund
(FCPE) called "FCPE Elis for All Relais 2023" or directly,
depending on the country.At the end of the transaction, the FCPE
"Elis for All Relais 2023" will be merged with the Elis Group
employee shareholding fund, the "FCPE Elis for All".
Exercise of voting rights: The voting rights
attached to the shares subscribed and held through an employee
shareholding fund will be exercised by an authorized representative
appointed by the Supervisory Board of the fund. The voting rights
attached to the shares directly subscribed will be exercised by the
subscribers themselves. The shared will have a double voting rights
at the end of the second year of ownership.
Subscription ceiling: Payments made by the
employees cannot exceed 50,000 euros or one-quarter of their annual
gross remuneration, as per article L.3332-10 of the French Labour
Code.
Lock-up period applicable to the Elis shares or units of the
employee shareholding funds:
- Subscribers to the offer in France must hold
the units of the corresponding employee shareholding fund for a
period of five years, unless one of the early exit events occurs; -
Subscribers to the offer in Elis’ foreign subsidiaries set in the
above-mentioned countries must keep the shares subscribed directly
or the units of the corresponding employee shareholding fund for a
period of three years, unless one of the early exit events
occurs.
IV. TIMELINE OF THE OFFERING
The following schedule is provided as indication
only and might be modified further to the occurrence of events
affecting the operations sequence:Subscription Pricing: September
15, 2023Subscription period: September 18, 2023, to October 4, 2023
(included) Completion of capital increases: November 7, 2023These
dates will be definitively fixed by a decision of the Chairman of
the Management Board.
V. LISTING
Admission to trading of the newly issued Elis
shares on the Euronext Paris regulated market (ISIN code
FR0012435121) will be requested as soon as possible after
completion of the two share capital increases, on the same listing
line as existing shares.
VI. SPECIAL NOTE REGARDING THE INTERNATIONAL
OFFERING
This press release is for information purposes
only and does not constitute an offer to sell or a solicitation for
the subscription of Elis shares. The Elis share offer reserved for
employees of Elis' foreign subsidiaries will be made only in
countries where the procedures and formalities required locally
have been carried out and the necessary authorizations obtained
(including procedures for registration, notification, filing,
obtaining applicable authorizations and/or exemptions, and
consultation or information of staff representatives).Consequently,
this communication is not intended to be made in, and copies of it
should therefore not be sent to, countries in which the transaction
remains subject to prior approval by the competent authorities.
Finally, the shares and units of employee shareholding fund (FCPE)
offered will not be registered in the United States with the SEC.
In particular, the units of the employee mutual funds may not be
offered or sold directly or indirectly in the United States
(including its territories and possessions), to or for the benefit
of a “U.S. Person”, as defined by U.S. regulations. Persons wishing
to subscribe for units in these employee mutual funds must certify
by subscribing that they are not “U.S. Persons”. The definition of
“U.S. Persons” is available on the FCPE Management Company’s
website (www.amundi.com).
VII. EMPLOYEE CONTACT
For any question relating to this offering, the
beneficiaries may contact their contact indicated in the
documentation made available to them prior to opening of the
subscription.This press release constitutes the information
document required to benefit from the prospectus publication
exemptions provided for in Article 1 4°i) and 5°h) of Regulation
(EU) 2017/1129 of June 14, 2017.
Contact
Nicolas BuronDirector of Investor Relations,
Financing & TreasuryPhone: +33 1 75 49 98 30 -
nicolas.buron@elis.com
- Elis - Press release Elis for All 2023
Elis (EU:ELIS)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Elis (EU:ELIS)
Historical Stock Chart
Von Jun 2023 bis Jun 2024