- Eligible offer in 15 countries to
more than 87,000 Groupe PSA employees
- Reservation period from September 22
to October 9, 2017
- Final terms and conditions of the
offer on November 9, 2017
Regulatory News:
In accordance with the undertakings resulting from the
performance agreement “New Momentum for Growth” signed in July 2016
and following the success of the first Group-wide capital increase
reserved for employees implemented in 2015, Groupe PSA (Paris:UG)
announces its new employee share offering “ACCELERATE 2017”. This
second offer is part of the Group’s five-year strategic plan “Push
to Pass”. Approximately 87,000 Group employees are eligible to the
offer to be implemented in 15 countries.
The offering is limited to a total subscription amount of 25
million euros (employer matching contribution - “abondement” -
included) and will consist of a sale of existing treasury shares
repurchased by PSA within the framework of a repurchase program.
The settlement-delivery of the shares should occur on December 14,
2017.
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
Purposes of the Transaction
The goal of the offering is to involve employees in the Group’s
international strategy within the framework of the plan “Push to
Pass”.
Scope of the Transaction
The 21st resolution of the General Shareholders’ Meeting of May
10, 2017 authorized the Management Board to repurchase shares of
the Company, in particular for the purpose of the sale of the
shares, within the framework of an employee share offering plan,
for the benefits of the employees who are members of an employee
savings plan (“plan d’épargne d’entreprise”).
In accordance with this authorization, the Management Board,
with the approval of the Supervisory Board, decided, on July 25,
2017, on the principle of the plan within the maximum limit of a
total subscription amount of 25 million euros (employer matching
contribution included), 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 November 9, 2017, notably the dates of the
revocation/subscription period and the subscription price of the
existing shares. 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 Euronext
Paris during the twenty (20) trading days preceding the decision of
the Chairman of the Management Board setting the subscription
price.
The maximum number of shares which may be acquired by the
employees will depend on the subscription price.
The reservation period would be opened from September 22 to
October 9, 2017.
The revocation/subscription period would be opened from November
10 until November 13, 2017, 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 shares purchased by the employees will be existing common
shares repurchased by the Company within the framework of a
repurchase program. The settlement-delivery of shares should occur
on December 14, 2017.
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., November 13, 2017, 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 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.
• 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 shares to be purchased within the framework of the plan are
listed on the compartment A of Euronext Paris (ISIN code:
FR0000121501 UG).
Special Note Regarding the International Offering
This press release does not constitute an offer to sell or a
solicitation to purchase 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 Groupe PSA
The Groupe PSA designs unique automotive experiences and
delivers mobility solutions to meet all client expectations. The
Group has five car brands, Peugeot, Citroën, DS, Opel and Vauxhall,
as well as a wide array of mobility and smart services under its
Free2Move brand, aiming to become a great car maker and the
preferred mobility provider. It is an early innovator in the field
of autonomous and connected cars. It is also involved in financing
activities through Banque PSA Finance and in automotive equipment
via Faurecia. Find out more at groupe-psa.com/en.
Media library: medialibrary.groupe-psa.com / @GroupePSA
Communications Department -
www.groupe-psa.com/en - +33 6 61 64 03 83 - @GroupePSA
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