UBISOFT ENTERTAINMENT: Ubisoft launches a new employee shareholding
operation
UBISOFT ENTERTAINMENT S.A.
Ubisoft - New employee shareholding operation - June 9th,
2022
Ubisoft launches a new employee shareholding
operation.
Saint-Mandé, on June 9, 2022
Ubisoft Entertainment S.A. (Euronext Paris: UBI
– ISIN code: FR0000054470) announces the launch of a new employee
shareholding operation in France and abroad for the employees of
the Ubisoft group (hereinafter the « Offer »).
1. OFFEROR
Ubisoft Entertainment S.A. (hereinafter the
« Company ») is a French société anonyme with its
registered office at 2, rue du Chêne Heleuc, 56910 Carentoir,
France. The Company is identified at the Trade and Companies
Registry under number 335 186 094 RCS Vannes.
Information regarding the Company is available
on its website (www.ubisoft.com) and in particular in the universal
registration document available on this website.
2. REASONS OF THE
OFFER
This Offer aims at strengthening the employee
shareholding in order to associate the employees more closely to
the Ubisoft group's development and future performance.
3. FRAMEWORK OF THE
OFFER
On February 23, 2022 (the « Launch Board »), the
Company's Board of directors approved the launch of the Offer
consisting of (i) on the one hand, a share purchase plan reserved
for members of the Ubisoft group savings plans in accordance with
provisions of Article L. 3332-24 of the French Labour Code
(hereinafter the « FCPE Offer »), and (ii) on the other hand, a
share capital increase and/or a share purchase plan reserved for
employees outside of the scope of the group savings plans
(hereinafter the « Shares + SAR Offer »), under the terms and
conditions described below, and subdelegated to the Chairman &
Chief Executive Officer (the « CEO ») the powers required for the
implementation of the Offer.
The CEO, acting upon subdelegation of the Board
of directors, took the decision on June 3, 2022 that the Shares +
SAR Offer will be exclusively implemented through the sale of
existing shares and to amend the scope of the Offer as approved by
the Launch Board to exclude Serbia.
4. TERMS AND CONDITIONS OF THE
OFFER
The Offer is reserved to (i) employees of the
Ubisoft group within eighteen jurisdictions (Bulgaria, Canada,
China, Finland, France, Germany, India, Italy, Japan, the
Netherlands, the Philippines, Romania, Singapore, Spain, Sweden,
the United Arab Emirates, the United Kingdom and the United
States), having at least three months' seniority, continuous or
not, between January 1, 2021 and the end of the
acquisition/revocation period of the Offer and to (ii) retired
employees of the companies in France who hold assets in the Ubisoft
Group Savings Plan (PEG) (hereinafter the « Beneficiaries »).
The Company may decide not to implement the
Offer in a jurisdiction mentioned above if a legal, tax or
practical constraint so requires.
The Beneficiaries may purchase the Company's
ordinary shares (hereinafter the « Shares ») under a leverage
formula, through a company mutual fund (Fonds Commun de Placement
d'Entreprise or FCPE) or directly under a Shares + SAR (stock
appreciation rights) formula depending on the local regulatory and
tax constraints.
In addition, each Beneficiary will benefit from
a guarantee to receive, on 5-year term maturity or in case of early
release, the euro amount of his/her initial investment as well as a
multiple of the potential protected average increase in the Share
price.
Shares purchased by the Beneficiaries under this
Offer are unavailable for a five-year period as from the completion
of the Offer (expected to occur on September 22, 2022), except in
the occurrence of an early release case provided for in Article R.
3324-22 of the French Labour Code.
Out of France, early release cases may be
adapted to take account of local legislations or
constraints, in particular tax constraints.
The acquisition price of a Share under the Offer
will correspond to the average of the twenty daily volume-weighted
average prices (VWAP) of the Share on Euronext Paris preceding the
decision of the Board of directors or, as the case may be, upon
subdelegation of the Board of directors, of the CEO, fixing the
dates of the acquisition/revocation period of the Shares
(hereinafter the « Reference Price »), minus a 15% discount and
rounded up to the higher euro cent (hereinafter the
« Acquisition Price »). The applicable exchange rates will be
fixed at the same time as the Acquisition Price (the « Fixing
Decision »).
The Launch Board fixed the maximum total number
of Shares which can be purchased under:
- the FCPE Offer at 1.27% of the
Company’s share capital1, i.e. a maximum of 1,590,040 Shares to be
purchased (the « FCPE Envelope »); and
- the Shares + SAR Offer at 1.04% of
the Company's share capital1, i.e. a maximum of 1,302,080 Shares to
be purchased (the « Shares + SAR Envelope »).
Specific sub-ceilings are or may be provided in
certain jurisdictions depending on local legal constraints.
If the entire FCPE Envelope or the Shares + SAR
Envelope is not used, the Shares remaining available under said
envelope may be used to satisfy, if necessary, the over-used
envelope.
The Shares so purchased under the reserved share
transfers will be the existing treasury shares repurchased by the
Company within the terms of the repurchase program(s) authorised by
the Company’s General Shareholders’ Meeting.
The provisional timetable of the Offer is the following:
- Reservation
period: from June 15 to June 29, 2022 inclusive
- Fixing Decision:
August 8, 2022
-
Acquisition/revocation period: from August 11 to August 18, 2022
inclusive
-
Settlement-delivery: September 22, 2022
- End of the
lock-up period: September 21, 2027, at midnight
These dates are indicative and may be subject to
modification or adaptation, particularly due to any legal and/or
operational constraints such as those related to the Covid-19
epidemic and that could disrupt the implementation of the Offer, as
well as any legislation applicable in each jurisdiction.
- Risk of
postponement or cancellation of the Offer
The Company's Board of directors, or, as the
case may be, the CEO acting upon subdelegation, could, at its/his
sole discretion, decide to cancel or postpone the Offer in all or
part of its geographical scope, for any reason whatsoever and if
it/he considers it in the best interest of the Beneficiaries, and
as far as possible, until the expected date of completion of the
Offer scheduled for September 22, 2022.
5. NATURE OF THE
SHARES
Shares offered under this Offer are ordinary
shares of the Company, listed on the Euronext Paris stock market
(Compartment A) under the ISIN code FR0000054470. The Shares are
eligible for the Deferred Settlement Service (Système de Règlement
Différé or SRD).
6. VOTING RIGHTS
The voting rights attached to the Shares offered
under this Offer will be exercised as regards the Shares:
- purchased within the framework of
the FCPE Offer, by the supervisory board of the FCPE, it being
specified that in the event of a proven lack of liquidity of the
stock-lending market, the supervisory board of the FCPE could only
exercise the voting rights attached to the Shares which are part of
its assets.
- purchased for and held on their own
by the employees, within the framework of the Shares + SAR Offer,
directly by them.
7. HEDGING
TRANSACTION
The financial
mechanism underlying the leverage formula requires hedging
operations by the financial institution which structures the
leverage formula, on market exchanges and over-the-counter
exchanges, by means of the purchase or sale of Shares, the lending
or borrowing of Shares, the purchase of call option and/or of all
other transactions, at all times and in particular as from the
opening date of the fixing period of the Reference Price and for
the whole duration of the Offer.
8. SPECIAL MENTION REGARDING THE
INTERNATIONAL
This document does not constitute an offer to
sell or a solicitation to purchase Shares. The Offer will be
offered only in countries where such an Offer has been registered
with the competent local authorities and in countries where all
required filing procedures and/or notifications have been completed
and the authorisations have been obtained. In particular, the
Shares have not been and will not be registered in the United
States in application of the Securities Act of 1933.
This document is not intended for countries in
which such procedures would be required and have not yet been
carried out or the necessary authorisations have not been obtained.
Copies of this document will not therefore be distributed to these
countries.
Shares that may be purchased under the Offer
have not been recommended by any governmental securities commission
or regulatory authority. Neither the Company nor any employers is
giving investment advice with respect to this Offer. Investing is a
personal decision that must be made by the employee, taking into
account his/her financial resources, investment goals, personal tax
situation, any other investment alternatives available and the fact
that the value of a quoted share will fluctuate. In this regard,
employees are encouraged to consider the diversification of their
investment portfolio to ensure that the risk that they assume is
not unduly concentrated on any single investment.
The Offer is proposed on a discretionary basis
by the Company. Neither the Company nor the employers are required
to repeat the Offer or to make similar offers in the future. The
terms and conditions of the Offer do not form part of the
employment contract of the employees.
Units of the FCPE cannot be offered or sold,
either directly or indirectly, in the United States (including its
territories and possessions) or to or for the benefit of a « U.S.
Person », as defined in the U.S. Regulations and available on the
website of the management company: www.amundi.com. Persons wishing
to subscribe for FCPE units certify that they are not « U.S. Person
». Any unit holder must immediately inform the management company
in the event that he/she becomes a « U.S. Person ». The management
company may impose restrictions on (i) the holding of FCPE units by
a « U.S. Person » and in particular compulsorily redemption of the
units, or (ii) transfer of units to a « U.S. Person ». This power
would also extend to any person (a) who appears to be directly or
indirectly in breach of the laws and regulations of any country or
governmental authority, or (b) who could, in the view of the
management company, cause damage to the FCPE that it would not
otherwise have suffered.
Pursuant to provisions of Regulation (EC) no.
833/2014 and Regulation (EC) no. 765/2006, as amended, the
Offer is not made to Russian nationals and persons residing in
Russia, nor to Belarussian nationals or persons residing in
Belarus, except in case those persons are nationals of an EU Member
State or have a temporary or permanent residence permit in an EU
Member State.
In France, the present document is prepared to
meet the requirements of the AMF set out in Article 3.1 of the AMF
Guidelines on the employee savings funds (Guide relatif aux fonds
d'épargne salariale) of August 8, 2012 (DOC-2012-10) as modified on
June 8, 2021.
In addition, this document contains the
information required under Article 1, paragraph4-i) of the
Regulation (EU) no. 2017-1129 of June 14, 2017, entered into force
on July 21, 2019.
Contacts
Investor
RelationsJean-Benoît RoquetteSVP Investor Relations+33 1
48 18 52 39Jean-benoit.roquette@ubisoft.com |
Alexandre
Enjalbert Senior Investor Relations Manager +33 1 48 18 50 78
Alexandre.enjalbert@ubisoft.com |
About Ubisoft
Ubisoft is a leading creator, publisher and
distributor of interactive entertainment and services, with a rich
portfolio of world-renowned brands, including Assassin’s Creed®,
Far Cry®, For Honor®, Just Dance®, Watch Dogs®, and Tom Clancy’s
video game series including Ghost Recon®, Rainbow Six® and The
Division®. The teams throughout Ubisoft’s worldwide network of
studios and business offices are committed to delivering original
and memorable gaming experiences across all popular platforms,
including consoles, mobile phones, tablets and PCs. For the 2020-21
fiscal year, Ubisoft generated net bookings of €2,241 million. To
learn more, please visit: www.ubisoftgroup.com.
© 2021 Ubisoft Entertainment. All Rights
Reserved. Ubisoft and the Ubisoft logo are registered trademarks in
the US and/or other countries.
1 Based on the number of outstanding shares on January 31, 2022,
i.e. 125,200,027 shares.
- Ubisoft - New employee shareholding operation - June 9th,
2022
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