Elis announces a 2022 “Elis for all” employee share ownership plan
Saint-Cloud, August 30, 2022 – Elis announces the launch of a new “Elis for all” 2022 employee share ownership plan.
Euronext Paris regulated market (France)
ISIN code for ordinary shares: FR0012435121
Share admitted to the Differed Settlement System (SRD)
II. FRAMEWORK OF THE ISSUANCE – PURPOSE OF THE OFFERING
Pursuant to the delegations granted in accordance with the 25th and 26th resolutions of the Extraordinary General Assembly dated 19 May 2022, the Management Board, duly authorized by the Supervisory Board on 27 July 2022, decided on 28 July 2022 to increase the Company’s share capital through two issuances of shares, with no preferential subscription rights, in accordance with Articles L. 225-129-2, L. 225-6 and L.225-138-1 of the French Commercial Code and L. 3332-1, L. 3332-18 et seq. of the French Labour Code. The first issuance is reserved to employees participating in the Elis Group Savings Plan and the second to employees of Elis' foreign subsidiaries.
This operation is part of the development of employee share ownership, which is an objective of the Elis Group and strengthen the sense of belonging of Elis Group employees by offering them the opportunity to be more closely involved in the future development and performance of the group.
Elis' Management Board has determined the main features of the offer and has delegated to the Chairman of the Management Board the implementation of the two above-mentioned capital increases.
The offering only comprises a “classic” formula with discount and employer matching contribution (abondement), under which the subscriber is fully exposed to fluctuations of the Elis share.
A common ceiling of two million (2,000,000) euros, representing 2,000,000 shares, applies to these two capital increases, i.e. 0.87% of the share capital at the date of the Management Board’s decision.
The “Elis for All” offer includes a 30% discount on the reference price and a matching contribution equal to one share offered for 10 shares subscribed.
The shares will bear rights from the date of their issue and will be fully assimilated to the existing shares.
III. SUBSCRIPTION’S CONDITIONS
Beneficiaries of the offering are:
(i) In France: Employees of Elis or of the companies that are part of the Elis Group and have acceded to the Group Savings Plan, who are able to justify a minimum seniority of three months as of September 19, 2022, opening date of the subscription period;
(ii) Abroad: Employees of Elis’ foreign subsidiaries set in the countries mentioned below and who are able to justify a minimum seniority of three months as of the opening date of the subscription period.
Companies within the scope of the offer:
The scope of the offer extends to French entities that are members of the Group Savings Plan and foreign entities established in the following countries: Belgium, Brazil, Denmark, Germany, Finland, Ireland, Italy, Luxembourg, Norway, Netherlands, Poland, Spain, Portugal, the United Kingdom, Sweden and Switzerland.
The subscription price shall be fixed by the Chairman of the Management Board, pursuant to a delegation from the Management Board, on the business day preceding the opening of the subscription period. It will be equal to the average opening price of the Elis share on the Euronext Paris market during the 20 trading days preceding the date of the decision of the Chairman of the Management Board fixing the opening of the subscription period, less a 30% discount.
The shares will be subscribed by beneficiaries either through an employee shareholding fund (FCPE) called "FCPE Elis for All Relais 2022" or directly, depending on the country.
At the end of the transaction, the FCPE "Elis for All Relais 2022" will be merged with the Elis Group employee shareholding fund, the "FCPE Elis for All".
Exercise of voting rights:
The voting rights attached to the shares subscribed and held through an employee shareholding fund will be exercised by an authorized representative appointed by the Supervisory Board of the fund. The voting rights attached to the shares directly subscribed will be exercised by the subscribers themselves. The shared will have a double voting rights at the end of the second year of ownership.
Payments made by the employees cannot exceed 50,000 euros or one-quarter of their annual gross remuneration, as per article L.3332-10 of the French Labour Code.
Lock-up period applicable to the Elis shares or units of the employee shareholding funds:
Subscribers to the offer in France must hold the units of the corresponding employee shareholding fund for a period of five years, unless one of the early exit events occurs;
Subscribers to the offer in Elis’ foreign subsidiaries set in the above-mentioned countries must keep the shares subscribed directly or the units of the corresponding employee shareholding fund for a period of three years, unless one of the early exit events occurs.
IV. TIMELINE OF THE OFFERING
The following schedule is provided as indication only and might be modified further to the occurrence of events affecting the operations sequence:
Subscription pricing: 16 September 2022
Subscription period: 19 September 2022 to 5 October 2022 (included)
Completion of capital increases: 3 November 2022
These dates will be definitively fixed by a decision of the Chairman of the Management Board.
Admission to trading of the newly issued Elis shares on the Euronext Paris regulated market (ISIN code FR0012435121) will be requested as soon as possible after completion of the two share capital increases, on the same listing line as existing shares.
VI. SPECIAL NOTE REGARDING THE INTERNATIONAL OFFERING
This press release is for information purposes only and does not constitute an offer to sell or a solicitation for the subscription of Elis shares.
The Elis share offer reserved for employees of Elis' foreign subsidiaries will be made only in countries where the procedures and formalities required locally have been carried out and the necessary authorizations obtained (including procedures for registration, notification, filing, obtaining applicable authorizations and/or exemptions, and consultation or information of staff representatives).
Consequently, this communication is not intended to be made in, and copies of it should therefore not be sent to, countries in which the transaction remains subject to prior approval by the competent authorities.
Finally, the shares and units of employee shareholding fund (FCPE) offered will not be registered in the United States with the SEC. In particular, the units of the employee mutual funds may not be offered or sold directly or indirectly in the United States (including its territories and possessions), to or for the benefit of a “U.S. Person”, as defined by U.S. regulations. Persons wishing to subscribe for units in these employee mutual funds must certify by subscribing that they are not “U.S. Persons”. The definition of “U.S. Persons” is available on the FCPE Management Company’s website (www.amundi.com).
VII. EMPLOYEE CONTACT
For any question relating to this offering, the beneficiaries may contact their contact indicated in the documentation made available to them prior to opening of the subscription.
This press release constitutes the information document required to benefit from the prospectus publication exemptions provided for in Article 1 4°i) and 5°h) of Regulation (EU) 2017/1129 of 14 June 2017.
Nicolas Buron - Investor Relations Director - Phone: +33 1 75 49 98 30 - email@example.com