UBISOFT ENTERTAINMENT : Ubisoft launches a new employee
shareholding operation
UBISOFT ENTERTAINMENT S.A.
Ubisoft launches a new employee shareholding
operation.
Saint-Mandé, on June 8, 2023
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 December 6, 2022 (the « Launch Board »), the
Company's Board of directors approved the launch of the Offer
consisting on reserved share capital increase(s) and/or on share
purchase plan(s) on the one hand, for members of the Ubisoft group
savings plans in accordance with provisions of Articles L. 3332-18
and/or L. 3332-24 of the French Labour Code (hereinafter the « FCPE
Offer »), and on the other hand 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 May 30, 2023 that the Shares +
SAR Offer will be exclusively implemented through share capital
increases and that the FCPE Offer will be implemented in priority
through a share capital increase and, if necessary, through the
sale of existing shares.
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, 2022 and the end of the
participation/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 or subscribe 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 or subscribed 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 18, 2023), 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 participation 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 participation/revocation period of the
Shares (hereinafter the « Reference Price »), minus a 15% discount
and rounded up to the higher euro cent (hereinafter the
« Participation Price »). The applicable exchange rates will
be fixed at the same time as the Participation Price (the « Fixing
Decision »).
According to the Launch Board and the CEO
decision of May 30, 2023, the Offer will be capped at 2,400,000
Shares, and will be served in priority with new Shares to be
created up to 1,882,806 and:
- the FCPE Offer will be capped at
1,272,000 Shares, i.e. 1.0134% of the Company’s share capital1. It
will be implemented in priority through share capital increase and,
if necessary, through the sale of existing shares (the « FCPE
Envelope »); and
- the Shares + SAR Offer will be
capped at 1,128,000 Shares, i.e. 0.8987% of the Company's share
capital1. It will be implemented exclusively through share capital
increases (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 purchased under the sale of existing
Shares will be existing treasury shares held by the Company
purchased within the terms of the repurchase program(s) authorised
by the Company’s General Shareholders’ Meeting.
The Shares subscribed under the reserved capital
increases will be newly issued Shares assimilated to the existing
Shares. They will bear current dividend rights.
The provisional timetable of the Offer is the following:
- Reservation period: from June 15 to
June 29, 2023 inclusive
- Fixing Decision: August 7,
2023
- Participation/revocation period:
from August 10 to August 17, 2023 inclusive
- Share capital
increases/Settlement-delivery: September 18, 2023
- End of the
lock-up period: September 17, 2028, at midnight
These dates are indicative and may be subject to
modification or adaptation, particularly due to any legal and/or
operational constraints 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 18, 2023.
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 or subscribed 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.
- subscribed 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 or subscribe 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 or subscribed 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 (i)
in case of Russian nationals, in case those persons are nationals
of an EU Member State, of a country member of the European Economic
Area or Switzerland, or have a temporary or permanent residence
permit in an EU Member State a country member of the European
Economic Area or in Switzerland and (ii) in case of Belarussian
nationals, if those persons are nationals of a EU Member State or
have a temporary or permanent residence permit in a 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
February 16, 2023.In addition, this document contains the
information required under Article 1, paragraphs4-i) and 5-h), of
the Regulation (EU) no. 2017-1129 of June 14, 2017, entered into
force on July 21, 2019.
Contacts
Investor Relations Jean-Benoît RoquetteSVP
Investor Relations+ 33 1 48 18 52
39jean-benoit.roquette@ubisoft.com |
Alexandre
Enjalbert Investor Relations Director + 33 1 48 18 50 78
alexandre.enjalbert@ubisoft.com |
About UbisoftUbisoft is a
creator of worlds, committed to enriching players’ lives with
original and memorable entertainment experiences. Ubisoft’s global
teams create and develop a deep and diverse portfolio of games,
featuring brands such as Assassin’s Creed®, Brawlhalla®, For
Honor®, Far Cry®, Tom Clancy’s Ghost Recon®, Just Dance®, Rabbids®,
Tom Clancy’s Rainbow Six®, The Crew® and Tom Clancy’s The
Division®. Through Ubisoft Connect, players can enjoy an ecosystem
of services to enhance their gaming experience, get rewards and
connect with friends across platforms. With Ubisoft+, the
subscription service, they can access a growing catalog of more
than 100 Ubisoft games and DLC. For the 2022–23 fiscal year,
Ubisoft generated net bookings of €1,739 million. To learn more,
please visit: www.ubisoftgroup.com.
© 2023 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 November 30,
2022, i.e. 125,520,452 shares.
- Ubisoft launches a new employee shareholding operation
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