Elis announces a 2022 “Elis for all” employee share ownership plan
Elis announces a
2022 “Elis for
all” employee
share ownership plan
Saint-Cloud,
August 30,
2022 – Elis announces the launch of a new “Elis
for all” 2022 employee share ownership plan.
I. ISSUER
ElisEuronext 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 and 26th resolutions of the Extraordinary
General Assembly dated 19 May 2022, the Management Board, duly
authorized by the Supervisory Board on 27 July 2022, decided on 28
July 2022 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. 0.87% 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 19, 2022, 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, 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 2022" or directly, depending on the
country.
At the end of the transaction, the FCPE "Elis
for All Relais 2022" 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: 16 September 2022
Subscription period: 19 September 2022 to 5
October 2022 (included)
Completion of capital increases: 3 November
2022
These 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 14 June 2017.
Contact
Nicolas Buron - Investor Relations Director -
Phone: +33 1 75 49 98 30 - nicolas.buron@elis.com
- 20220830 - Elis announces a 2022 “Elis for all” employee share
ownership plan
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