Worldline launches an employee shareholding plan for 2023
Worldline
launches an employee shareholding plan for
2023
Paris La Défense,
May 12,
2023 – Worldline [Euronext: WLN],
a leader in the payments industry, today announces
the implementation of its new employee shareholding plan reserved
for members of the Worldline Group Savings plan « Boost
2023 ».
This offering of shares is made to all employees of
the Group in France, Australia, Austria, Belgium, Brazil, Canada,
China, Czech Republic, Denmark, Estonia, Germany, Greece, Hong
Kong, India, Indonesia, Italy, Latvia, Lithuania, Luxembourg,
Malaysia, Malta, Netherlands, New Zealand, Norway, Poland, Romania,
Singapore, Spain, Sweden, Switzerland, Taiwan, Turkey, the United
Kingdom and the United States of America, who will be eligible for
the Worldline Group Savings Plan, subject to obtaining the
necessary authorizations from the local authorities.
The terms and conditions of the transaction are
described hereafter.
Issuer
WorldlinePublic limited company (Société
Anonyme)Share capital of EUR 191 604 035,20 Registered Office: 1,
Place des Degrés – Tour Voltaire – 92800 Puteaux 378 901 946 RCS
Nanterre Euronext Paris (France) – compartment ACommon share ISIN
code: FR0011981968 Security registered with the Service de
Règlement Différé (SRD)
Framework of the offering – Purpose for
the offering
The Board of Directors of Worldline, acting
pursuant to the 35th resolution of the Combined General Meeting of
Shareholders of the Company of June 9, 2022 (the "General
Meeting"), has decided to proceed with a share capital issue
reserved for employees who are members of the Worldline Group
Savings Plan within the framework of article L.225-138-1 of the
French Commercial Code (Code de commerce) and article L.3332-18 et
seq. of the French Labor Code (Code du travail).
This share capital increase is part of the
development of employee shareholding, which is an objective of the
Worldline Group, and allow to recognize the contribution of
employees to Worldline’s overall performance as well as to
strengthen their sense of belonging by offering them the
possibility of being associated with the Group’s long-term
strategy.
Offered securities
Within under the framework of the delegation of
powers granted by the General Meeting, the Board of Directors of
Worldline on December 16, 2022 approved the principle of an
increase in the Company's share capital, up to a limit of 2.5% of
the share capital as of the date of the General Meeting, reserved
for employees of Worldline and its affiliates who are members of
the Worldline Group Savings Plan (the "PEG").
The Chief Executive Officer has, on delegation of
the Board of Directors, set the subscription price of the shares on
May 12, 2023 at €31.23. This subscription price is equal to 80% of
the reference price (average of the opening market price of the
Worldline share on the Euronext Paris during the 20 trading
sessions preceding the setting-date of the subscription price, i.e.
€39.04), i.e. the reference price minus of a discount of 20%.
The newly issued Worldline shares will carry
current dividend rights and will be entitled to any dividends that
may be distributed by the Company as from the date of issue of the
shares.
Conditions of the
subscription
The beneficiaries of the offer
are:
- Employees and corporate officers of
the companies included in the scope of the offer who meet the
conditions of Article L.3332-2 of the French Labor Code and who
have joined the PEG, and justifying of 3 months seniority at the
closing date of the subscription period;
- Retirees and early retirees in
France who joined the PEG before they ceased working retain their
status as beneficiaries and may continue to make payments, provided
they have retained assets in the PEG.
The companies in the scope of the
offer are:
- Worldline, Public limited company
with a capital of €191,604,035.20, whose registered office is
located at 1, place des Degrés - Tour Voltaire - 92800 Puteaux,
and
- companies affiliated with it within
the meaning of Article L. 225-180 of the French Commercial Code and
Article L. 3344-1 of the French Labor Code, which have joined the
PEG and whose registered office is located in the following
countries: France, Australia, Austria, Belgium, Brazil, Canada,
China, Czech Republic, Denmark, Estonia, Germany, Greece, Hong
Kong, India, Indonesia, Italy, Latvia, Lithuania, Luxembourg,
Malaysia, Malta, Netherlands, New Zealand, Norway, Poland, Romania,
Singapore, Spain, Sweden, Switzerland, Taiwan, Turkey, the United
Kingdom and the United States of America, subject to having
received the required local authorizations in some of these
countries.
Proposed subscription
formula
The beneficiaries will be able to subscribe to a
so-called “classic” formula with a 20% discount and a matching
contribution within the framework of the Worldline Group Savings
Plan, under which subscribers will be fully exposed to fluctuations
in the Worldline share price.
Other subscription
conditions
- Existence or not of a preferential
subscription right in case of capital increase: this offering does
not include a preferential subscription right.
- Terms and conditions of the
subscription: shares will be subscribed through a FCPE. However, by
way of exception, in Denmark, Germany, Greece, Italy, Spain and the
United States of America where the shares will be subscribed
directly.
- Matching contribution: the
subscriptions will be matched on the basis of one share offered for
one share subscribed, up to a maximum of fifteen Worldline
shares.
- Voting rights: voting rights of the
holders of the FCPE units shall be exercised during the General
Shareholders’ Meeting of Worldline by the FCPE Supervisory Board or
directly by the subscribing employees in the countries where the
shares are subscribed directly.
- Subscription cap: the beneficiaries
payments shall not exceed, in accordance with article L. 3332-10 of
the French Labor Code (Code du travail), one-fourth of their gross
annual remuneration.
- Lock-up period applicable to mutual
fund shares or Worldline shares: the subscribers to the offer will
have to keep the units of the company mutual fund or the shares
subscribed directly for a period of five years (until July 19, 2028
inclusive), except in the occurrence of an early release
event.
Indicative timeline of the
offering
- Subscription period: between May
15, 2023 and June 2, 2023 (inclusive)
- Indicative settlement date: July
19, 2023
These dates are provided for information only and
are subject to change.
Listing
The admission of the newly issued Worldline shares
to trading on Euronext Paris (ISIN Code: FR0011981968) is scheduled
to occur as of July 19, 2023, on the same listing line of 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 Worldline shares.
The offering of Worldline shares reserved to
employees will be conducted only in countries where such an offer
has been registered with the competent local authorities and/or
following the approval of a prospectus by the competent local
authorities, or in the context of an exemption from the obligation
to prepare a prospectus or register the offer. More generally, the
offer will only be made in countries where all required
registrations and/or notifications have been made and approvals
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.
Contacts
Employee
The beneficiaries may address all questions
regarding this offering to the contact person specified in the
documentation related to the subscription made available to
employees.
INVESTOR RELATIONS
Laurent MarieT +33 7 84 50 18 90E
laurent.marie@worldline.com
Benoit d’AmécourtT +33 6 75 51 41
47E benoit.damecourt@worldline.com
COMMUNICATION
Sandrine van der GhinstT +32 499
585 380E sandrine.vanderghinst@worldline.com
Hélène CarlanderT +33 7 72 25 96
04E helene.carlander@worldline.com
FOLLOW US
DISCLAIMER
This document contains forward-looking
statements that involve risks and uncertainties, including
references, concerning the Group's expected growth and
profitability in the future which may significantly impact the
expected performance indicated in the forward-looking statements.
These risks and uncertainties are linked to factors out of the
control of the Company and not precisely estimated, such as market
conditions or competitors’ behaviors. Any forward-looking
statements made in this document are statements about Worldline’s
beliefs and expectations and should be evaluated as such.
Forward-looking statements include statements that may relate to
Worldline’s plans, objectives, strategies, goals, future events,
future revenues or synergies, or performance, and other information
that is not historical information. Actual events or results may
differ from those described in this document due to a number of
risks and uncertainties that are described within the 2022
Universal Registration Document filed with the French Autorité des
marchés financiers (AMF) on April 28, 2023 under the filling
number: D.23-0371.
Revenue organic growth and Operating Margin
before Depreciation and Amortization (OMDA) improvement are
presented at constant scope and exchange rate. OMDA is presented as
defined in the 2022 Universal Registration Document. All amounts
are presented in € million without decimal. This may in certain
circumstances lead to non-material differences between the sum of
the figures and the subtotals that appear in the tables. 2023
objectives are expressed at constant scope and exchange rates and
according to Group’s accounting standards.
Worldline does not undertake, and specifically
disclaims, any obligation or responsibility to update or amend any
of the information above except as otherwise required by law.
This document is disseminated for information
purposes only and does not constitute an offer to purchase, or a
solicitation of an offer to sell, any securities in the United
States or any other jurisdiction. Securities may not be offered or
sold in the United States unless they have been registered under
the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”) or the securities laws of any U.S. state, or are exempt from
registration. The securities that may be offered in any transaction
have not been and will not be registered under the U.S. Securities
Act or the securities laws of any U.S. state and Worldline does not
intend to make a public offering of any such securities in the
United States.
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