Regulatory News:
As announced on February 18, 2014 as part of the proposed key
transactions for the development and growth of the Group, PSA
Peugeot Citroën (Paris:UG) announces the launch of “Accelerate”,
the first Group-wide employee share offering.
This plan will be offered in 14 countries worldwide (including
major European countries as well as Brazil and China) and covers
approximately 100,000 Group employees. The goal of the offering is
to involve employees in the company’s corporate turnaround project,
“Back in the race”, as a complementary step to the capital increase
which took place in the first half of 2014.
The offering concerns a maximum of 3,500,000 newly-issued
shares. The settlement-delivery of shares should occur on January
29, 2015. The main terms and conditions of this offering are
described below.
Issuer
Peugeot S.A. (the Company)Compartment A – NYSE Euronext Paris
(France)Common share ISIN code: FR0000121501 UG
Scope of the Transaction - Offered Securities
The 21st resolution of the General Shareholders’ Meeting of
April 25, 2014 authorized the Management Board to increase the
share capital of the company of up to a maximum amount of 3,500,000
shares in connection with this offering.
In accordance with this authorization, the Management Board,
with the approval of the Supervisory Board, decided, on May 22,
2014, on the principle of the plan within the maximum limit of
3,500,000 shares, approved the main features of the offering and
delegated to the Chairman of the Management Board the powers
required for its implementation.
According to the projected time line, the Chairman of the
Management Board, acting on the delegation granted to him by the
Management Board, will decide on the final terms and conditions of
the offer on December 17, 2014, notably the dates of the
revocation/subscription period and the subscription price of the
new shares to be issued to employees. The subscription price will
be equal to 80% of the “Reference Price.”
In accordance with the provisions of Article L. 3332-19 of the
French Labor Code, the Reference Price is equal to the average of
the Peugeot S.A. share price as listed on compartment A of NYSE
Euronext Paris during the twenty (20) trading days preceding the
decision of the Chairman of the Management Board setting the
subscription price.
The reservation period will be open from October 31 to November
17, 2014.
The revocation/subscription period will be opened from December
17 until December 21, 2014, after the subscription price has been
communicated to the employees. During this period, the employees
will be able to revoke their request to subscribe that was
submitted during the reservation period.
The new shares will be entirely assimilated into the existing
common shares comprising the Company’s share capital. The Company’s
capital increase under this offering is scheduled for January 29,
2015.
Conditions of the Subscription
• Beneficiaries of the share offering reserved for
employees: the beneficiaries of the offering are employees of
the Group who are members of the Group Savings Plan (Plan d’Epargne
d’Entreprise du Groupe, or PEG) and/or the International Group
Savings Plan (Plan International d’Epargne Salariale, or PIES)
regardless of the nature of their employment contract (fixed or
indefinite term length, full or part-time employment) and that are
able to justify a three-month seniority by the end of the
subscription period, i.e., December 21, 2014, and persons eligible
in accordance with applicable legislation.
• Terms and conditions of the subscription: the shares
will either be subscribed to directly or through a French
collective employee shareholding plan (Fonds Commun de Placement
d’Entreprise, or FCPE), in accordance with applicable regulatory
and/or tax legislation in the various countries of residence of the
capital increase beneficiaries.
• Subscription formula: employees will be able to
subscribe to Peugeot S.A. shares within the framework of a
“classic” subscription formula (“Accelerate Classic”) and/or
in a “secured” subscription formula (“Accelerate Secure”)
(which allows the employee to benefit from a guarantee on their
investment). Employees will benefit from a matching contribution
provided by the Group as described in the employee documentation
relating to the offering that will be supplied to them. The
matching contribution will consist of the delivery of treasury
shares.
• Lock-up period applicable to the Peugeot S.A. shares or to
the corresponding FCPE units: the subscribers to the offer will
hold either the shares subscribed to directly, or the corresponding
units of the FCPEs, during a five-year period, except in the event
of an authorized early-exit situation.
• Exercising voting rights attached to the shares: when
shares are subscribed to, then held, via the intermediary of a
FCPE, voting rights attached to these shares will be exercised by
the relevant FCPE Supervisory Board; when shares are subscribed to
directly by employees, voting rights will be exercised individually
by the relevant employees.
Hedging Transactions
The implementation of the secure subscription formula may lead
the financial institution structuring the offer to undertake
hedging transactions over the course of the offering.
Listing
The request to list the newly-issued Peugeot S.A. shares to
trading on the same line of the compartment A of NYSE Euronext
Paris (ISIN code: FR0000121501 UG) as the existing shares will be
made as soon as possible following the completion of the capital
increase scheduled to take place on January 29, 2015.
Special Note Regarding the International Offering
This press release does not constitute an offer to sell or a
solicitation to subscribe to Peugeot S.A. shares. The offering of
Peugeot S.A. shares reserved for employees will be conducted only
in countries where such an offering has been registered with or
notified to the competent local authorities and/or following the
approval of a prospectus by the competent local authorities or in
consideration of an exemption of the requirement to prepare a
prospectus or to proceed to a registration or notification of the
offering.
More generally, the offering will only be conducted in countries
where all required filing procedures and/or notifications have been
completed and the necessary authorizations have been obtained.
Employee Contact
For all questions regarding this offering, the beneficiaries may
address their Human Resources contact person and/or any other
person specified in the employee documentation.
About PSA Peugeot CitroënWith its three world-renowned
brands, Peugeot, Citroën and DS, PSA Peugeot Citroën sold 2.8
million vehicles worldwide in 2013, of which 42% outside Europe.
The second largest carmaker in Europe, PSA Peugeot Citroën recorded
sales and revenue of €54 billion in 2013. The Group is the European
leader in low-carbon vehicles, with average emissions of 115.9
grams of CO2 per km in 2013. PSA Peugeot Citroën has sales
operations in 160 countries. It is also involved in financing
activities (Banque PSA Finance) and automotive equipment
(Faurecia).For more information, please visit
psa-peugeot-citroen.com.
Communications Division - 75 avenue de la
Grande-Armée - 75116 Paris, France+33 1 40 66 42 00 –
psa-peugeot-citroen.com – @PSA_news
PSA Peugeot CitroënMedia relationsJean-Baptiste
Thomas, +33 (0) 1 40 66 47
59jean-baptiste.thomas@mpsa.comorPierre-Olivier Salmon, +33 (0) 1
40 66 49 94pierreolivier.salmon@mpsa.comorCaroline
Brugier-Corbière, +33 (0) 1 40 66 58
54caroline.brugier-corbiere@mpsa.comorInvestor
relationsCarole Dupont-Pietri, +33 (0) 1 40 66 42
59carole.dupont-pietri@mpsa.comorAnne-Laure Desclèves, +33 (0) 1 40
66 43 65annelaure.descleves@mpsa.comorKarine Douet, +33 (0) 1 40 66
57 45karine.douet@mpsa.com
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