Valeo announces an employee share offering
PRESS RELEASEParis, 18
September, 2023
Valeo
announces an employee share
offering
Valeo is launching once again this year its
share subscription offering reserved for Group employees. This
operation, offered to around 94,000 employees eligible for the
offer in 22 countries, aims to associate them over the long term
with the Group's results and development. As of today, one employee
out of two holds directly or indirectly shares of Valeo. The
capital increase and the delivery of Valeo shares in the framework
of the offer are expected to take place on November 15, 2023. The
main terms and conditions of this operation are detailed below.
ISSUER
Valeo, a French Société Européenne with a share
capital of EUR 243 501 944 having its registered office at 100 rue
de Courcelles – 75017 Paris – France, and registered in the trade
registry of Paris under number 552 030 967 (the “Company”)
Listed on Euronext Paris (France)
ISIN code: FR0013176526 FR
PURPOSE OF THE OFFERING
This plan is part of the development of the
employee shareholding policy of Valeo in France and abroad with the
goal of involving employees in the performance and development of
the Group.
CONTEXT OF THE OFFER – SECURITIES
OFFERED
The offer is proposed pursuant to Articles L.
3332-18 et seq. of the French Labor Code, in the context of the
French Group savings plan (plan d’épargne de groupe, PEG) and the
International group savings plan (plan d’épargne de groupe
international, PEGI) of Valeo. The subscription of shares is made
on the basis of the Company’s shareholder’s authorization given by
the 25th resolution of the General meeting of shareholders held on
May 24, 2023. Employees subscribing to the offering outside of
France will benefit from the grant of shares for free on the basis
of 26th resolution of the General meeting of shareholders of May
24, 2023.
The share subscription offering covers a maximum
of 1,200,000 Valeo shares with a nominal value of EUR 1 per
share.
The shares will bear immediate dividend
entitlements and will be fully fungible with existing shares upon
their issuance.
SUBSCRIPTION TERMS
Beneficiaries of the offering
The offering is open to employees having
seniority of at least three months, acquired consecutively or not,
between January 1, 2022 and the last day of the subscription period
with a Valeo Group company member of the PEG or the PEGI, as the
case may be. The scope of implementation of the offering comprises
the following countries: France, Belgium, Brazil, China, Czech
Republic, Egypt, Germany, Hungary, India, Ireland, Italy, Japan,
Malaysia, Mexico, Poland, Romania, South Korea, Spain, Thailand,
Turkey, Tunisia and USA.
The offer is also open in France to former
employees in retirement or pre-retirement and who have kept assets
in the PEG since their departure from the group.
Subscription formula
Employees may subscribe shares either through
the company shareholding fund (fonds commun de placement
d’entreprise, FCPE) “Shares4U Relais 2023” intended to merge with
the FCPE “Valeorizon” after the approval of the Supervisory board
of the FCPE and of the AMF, or, in some countries, through direct
shareholding. The employee’s investment will fluctuate in the same
manner as the price of the Valeo share, both as it increases or
decreases..
The share subscription allows employees
subscribing in the context of the PEG to benefit from a matching
contribution from their employer.
Outside of France, employees will be awarded
conditional shares for free according to the terms and conditions
of the plan rules adopted by the Company. The free shares are
existing shares of Valeo are repurchased by the Company.
Custody of shares – Exercise of voting
rights
Subscription is carried out through an FCPE or,
in certain countries, by direct shareholding.
When the shares are subscribed through an FCPE,
the voting rights are exercised by the elected members of the
Supervisory Board (Conseil de surveillance) of the FCPE.
With regard to the shares subscribed for
directly, the voting rights are exercised by the subscribers.
Subscription price
The subscription price was set on September 15,
2023 at 14.24 euros. It corresponds to the average of opening
prices of Valeo shares on 20 trading days from August 18, 2023 to
September 14, 2023 inclusive, after a discount of 20%.
Subscription period
The beneficiaries may subscribe to the offering
from September 18, 2023 (inclusive) to October 6, 2023
(inclusive).
Lock-up of the shares
Subject to specific provisions applicable in
certain countries, the FCPE units as well as the shares subscribed
directly will be subject to a locked period of 5 years as provided
for in the PEG (up to May 31, 2028 inclusive) and the PEGI (up to
June 30, 2028 inclusive, and for Belgium until November 15, 2028
inclusive), except in the event of a case providing for early
release as provided for in Articles L. 3332-25 and R. 3324-22 of
the French Labor Code, and as applicable in different countries of
implementation of the offering.
CAPITAL INCREASE AND LISTING OF
SHARES
The capital increase and the delivery of Valeo
shares under the offer are expected to take place on November 15,
2023. An application for listing on Euronext Paris of the Valeo
shares issued in the context of this offering will be filed as soon
as possible following the capital increase on the same line of
listing as the existing shares.
LEGAL NOTICE
This press release should not be considered as
an offer or solicitation for the subscription of Valeo shares.
The offering is strictly reserved to the
beneficiaries mentioned in this press release and will be
implemented only in countries where such an offering has been
registered or notified to the competent local authorities and/or
following the approval of a prospectus by the competent local
authorities or in consideration of exemption from the requirement
to prepare a prospectus or to proceed to registration or
notification of the offering. This concerns, in particular, Tunisia
where the offering is subject to certain restrictions, including
the prior approval of the relevant authorities, which has not been
granted to date. The shares have not and will not be registered
under the U.S. Securities Act of 1933 or the laws of any state or
territory of the United States.
More generally, the offering will only be
conducted in countries where all procedures of registering and/or
notifications have been completed and the necessary authorizations
have been obtained.
CONTACT
For any questions regarding the offering,
beneficiaries may contact their Human Resources manager and/or any
other person as indicated in the documentation relating to the
offering provided to beneficiaries.
About Valeo
As a technology company and partner to all
automakers and new mobility players, Valeo is innovating to make
mobility cleaner, safer and smarter. Valeo enjoys technological and
industrial leadership in electrification, driving assistance
systems, reinvention of the interior experience and lighting
everywhere. These four areas, vital to the transformation of
mobility, are the Group's growth drivers.
Valeo in figures: 20 billion euros in sales in 2022 | 109,900
employees at December 31, 2022 | 29 countries, 183 plants, 21
research centers, 44 development centers, 18 distribution
platforms.
Valeo is listed on the Paris Stock Exchange.
Media Relations
Dora Khosrof | +33 7 61 52 82 75Caroline De Gezelle | + 33 7 62
44 17 85press-contact.mailbox@valeo.com
Investor Relations
+33 1 40 55 37 93valeo.corporateaccess.mailbox@valeo.com
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