Paris La Défense, 5 May 2021
Albioma Invest 2021
Share issue reserved for members of the group savings plan
Albioma announces the launch of a capital increase reserved for employees, managers and former employees who are members of its group savings plan in France and its international group savings plan in Brazil as of 5 May 2021.
With this new operation, the Group continues to implement its policy of strengthening its employee shareholding in the medium/long term, which is reflected in the regular opening of opportunities for indirect investment in the Albioma share on privileged terms.
The main terms of this operation, called "Albioma Invest 2021", are described below.
Albioma, a French société anonyme with a share capital of €1,218,213.54 having its registered office in Tour Opus 12, 77 esplanade du Général de Gaulle, 92081 Paris La Défense, France, registered with the Nanterre trade and companies registry under number 775 667 538 (hereinafter referred to as the “Company”).
Listed on Euronext Paris (France), compartment A, ISIN: FR0000060402.
Objectives of the operation
The objective of this operation is to associate employees with the Group's results and future success by aligning their interests with those of the shareholders. It allows eligible Group employees to invest indirectly in the Albioma share under privileged conditions and, for employees whose tax residence is in France, in a favourable tax framework. In return, subscribers' investments will be locked in for five years.
Legal framework of the operation
The Combined General Meeting of shareholders of 29 May 2020, in its fifteenth resolution, delegated its authority to the Board of Directors to decide to issue, for the benefit of members of a company savings plan or a group savings plan established jointly by the Company and the French or foreign companies that are linked to it under the conditions of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour Code, of shares and/or securities giving access, immediately or in the future, to the share capital, up to a limit of 0.75% of the Company's share capital on the date of the decision to issue the shares.
By virtue of this delegation, the Company’s Board of Directors resolved, at its meeting of 3 March 2021, to proceed with the issue, with cancellation of the preferential subscription right to the benefit of the members of the Albioma group savings plan set up pursuant to Articles L. 3332-18 et seq. of the French Labour Code between the Company and its subsidiaries having their registered office in France and to an international group savings plan to be set up, within the limit of 0.62% of the Company's share capital on the date of the decision to issue the shares (i.e. a maximum of 197,387 shares).
Beneficiaries may subscribe to one or both of the following investment formulas:
a "Classic" formula via the "Albioma Relais 2021" FCPE, which will be merged with the "Albioma Classic" sub-fund of the "Albioma" FCPE after approval by the Supervisory Boards of the said FCPEs. The approval of the "Albioma Relais 2021" FCPE by the French Financial Markets Authority (Autorité des Marchés Financiers) was obtained on 20 April 2021. Under this formula, the employee's investment follows the evolution of the Albioma share price, both upwards and downwards. The employee benefits from a 30% discount and a matching contribution from the employer;
a "Multiple" formula through the "Albioma Multiple 2021" sub-fund of the "Albioma" FCPE. The approval of the "Albioma Multiple 2021" sub-fund by the French Financial Markets Authority (Autorité des Marchés Financiers) was obtained on 20 April 2021. Under this formula, the subscriber is guaranteed the amount of his/her personal contribution plus the higher of (i) a guaranteed return on his/her personal contribution and (ii) a multiple of the average protected increase in the Albioma share price. In return, the subscriber waives the benefit of dividends and other possible income on the Albioma shares subscribed by the "Albioma Multiple 2021" sub-fund and the 30% discount.
Exercise of voting rights
The voting rights attached to the securities held in the "Albioma" FCPE will be exercised by the Supervisory Board of the "Albioma" FCPE under the conditions set out in its regulations.
Units of the FCPE subscribed in the framework of the offer must be held for a period of five years, unless one of the cases of early release provided for by the regulations of the savings plans concerned occurs.
Reservation period: from 5 to 25 May 2021
Determination of the subscription price: 23 June 2021
Subscription/revocation period: from 24 June to 27 June 2021
Capital increase: 22 July 2021
This timetable may be modified due to events affecting the proper conduct of the transaction.
Listing of the shares
The admission of the new shares to trading on Euronext Paris (ISIN code: FR0000060402) will be requested upon completion of the capital increase.
The implementation of the "Multiple" formula, which is based on a leverage effect, implies that the counterparty financial institution of the transaction structuring this formula carries out hedging operations, prior to the completion of the capital increase, and throughout the duration of the "Multiple" formula.
This press release is produced for information purposes only and does not constitute an offer or solicitation for the subscription of securities.
Beneficiaries may contact their human resources manager and/or any other person as specified in the offer documents made available to them prior to the opening of the reservation period for any questions regarding the offer.
This press release has been prepared in accordance with Article 223-2 of the General Regulation of the French Financial Markets Authority (Autorité des Marchés Financiers) and Article 3.1 of Position-Recommendation No. 2012-10 of 8 August 2012 of the French Financial Markets Authority (Autorité des Marchés Financiers).
Next on the agenda: Combined General Meeting of shareholders, on 25 May 2021 at 3pm (CET).
An independent renewable energy producer, Albioma is committed to the energy transition thanks to biomass and photovoltaics.
Albioma is listed on the Euronext Paris compartment A, is eligible for the deferred settlement service (SRD), PEA and PEA-PME plans and is included in the SBF 120 and CAC Mid 60.