Regulatory News:
Vivendi SE (Paris:VIV) is launching an employee shareholding
plan reserved for employees of the group through the sale of
treasury shares.
By doing so, Vivendi SE intends to more closely associate its
employees to the group's development and results.
The payment period will take place from May 28 to June 18, 2020,
inclusive.
The settlement-delivery of the shares is expected to occur on
July 21, 2020. The principal terms and conditions of this offering
are described below.
ISSUER
VIVENDI SE (the "Company")
Registered headquarters: 42, avenue de Friedland
75008 Paris - France
Share capital: EUR 6,520,308,767.50
Registration number in the Paris Trade and Companies Registry:
343 134 763
Compartment A of NYSE Euronext Paris (France)
ISIN code for ordinary shares: FR0000127771 -- VIV
Security admitted to the Deferred Payment Service (Service de
Règlement Différé)
FRAMEWORK OF THE OFFERING
On December 9, 2019, and April 27, 2020, the Company's
Management Board decided, in accordance with applicable law, to
launch an employee shareholding plan in 2020 by way of the sale by
the Company of treasury shares reserved to members of a company
savings plan (plan d'épargne d'entreprise) of the Company and any
French or foreign companies affiliated therewith under the
conditions set forth in Article L.225-180 of the French Commercial
Code and Article L.3344-1 of the French Labor Code, or to set up
equivalent arrangements for employees and corporate officers of
certain foreign subsidiaries.
The shares offered will have been repurchased under the
authorization granted by the Combined General Shareholders' Meeting
of April 15, 2019 (27(th) resolution), and, if necessary, under the
authorization granted by the Combined General Shareholders' Meeting
(6(th) resolution).
The employee shareholding plan reserved for employees of the
group is being made available in the following countries: Germany,
Brazil, Bulgaria, Canada, Spain, France, Mexico, the Netherlands,
Poland, Romania, the United Kingdom, the United States, and in the
form of a "Bonus Right" in Japan, subject to obtaining local
approvals in certain of these countries.
TERMS OF THE OFFER
Beneficiaries: the beneficiaries of the reserved employee
shareholding plan are employees of the group's companies in
Germany, Brazil, Bulgaria, Canada, Spain, France, Mexico, the
Netherlands, Poland, Romania, the United Kingdom and the United
States who have become members of the group savings plan or
international group savings plan (plan d'épargne groupe),
regardless of the nature of their employment contract, subject to
their having been employed for at least three months on the last
day of the payment period. In addition, employees of the group's
Japanese companies will be able to benefit indirectly from the
share offering. A financial institution mandated by Vivendi SE will
provide hedging for the "Opus 20" leveraged and capital-guaranteed
plan.
Maximum Participation Amount:
The Management Board has decided that the number of shares
offered shall be limited to:
- 1,250,000 shares under the standard plan: "Groupe Vivendi
Relais 2020" FCPE, section "Relais Vivendi Epargne" and
- 7,000,000 shares under the Vivendi "Opus 20" leveraged
plan.
Purchase price:
On May 28, 2020, the Chairman of the Management Board acting
pursuant to a resolution adopted by the Management Board at its
meeting held on December 9, 2019, will set the purchase price which
will be equal to 85% of the average opening price of Vivendi shares
on the Euronext Paris market over the twenty (20) trading days
preceding May 28, 2020.
Maximum investment: pursuant to Article L.3332-10 of the French
Labor Code, annual payments made by the beneficiaries of the offer
may not exceed one-quarter of their gross annual compensation. This
legal limit takes into account all other payments that may be made
by employees in connection with a savings plan of their company
and/or of the group.
Lock-up period: pursuant to Article L.3332-25 of the French
Labor Code, employees participating in the employee shareholding
plan will be required to keep the units of their company mutual
funds (Fonds communs de placement d'entreprises - FCPE) until May
31, 2025, inclusive, except in the event of an early exit.
Voting rights: The voting rights attached to shares held in
FCPEs will be exercised by the Supervisory Board of the FCPE.
Voting rights attached to shares subscribed directly will be
exercised by participating employees, or, where applicable, in
accordance with the terms and conditions set forth in the
documentation relating to the offer.
Reduction of subscription requests:
For each plan, if the total number of Vivendi shares requested
by employees is higher than the number of shares offered, a
reduction will be made in accordance with the following
principles:
-- in order to allow the greatest number of employees to participate, the
Chairman of the Management Board, to whom all appropriate powers have
been granted, will set a guaranteed minimum number of shares per
participant (equal to the maximum number of shares offered under the plan
divided by the number of participants to such plan);
-- a subscription request that is less than or equal to this minimum number
will be accommodated in full; and
-- a subscription request that is higher than this minimum number will be
accommodated up to this minimum amount; the portion of the request that
exceeds the minimum number will be reduced proportionally, up to the
maximum number of shares offered under the plan.
HEDGING TRANSACTIONS
The implementation of the leveraged offer as part of the "Opus
20" plan may result in hedging transactions being carried out by
the financial institution structuring the offer (Société Générale),
as from the date of publication of this press release and
throughout the duration of the plan.
SPECIAL INTERNATIONAL DISCLAIMER
This press release does not constitute an offer to sell or a
solicitation to purchase Vivendi shares. The offering of Vivendi
shares reserved for employees will only be carried out in those
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 from the requirement to prepare a
prospectus or register the offering or notify authorities of the
offering. IN PARTICULAR, THE SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED IN THE UNITED STATES UNDER THE SECURITIES ACT OF 1933,
AND WILL ONLY BE OFFERED IN THE UNITED STATES TO ELIGIBLE EMPLOYEES
IN TRANSACTIONS NOT REQUIRING REGISTRATION UNDER SUCH ACT. More
generally, the offering will only be carried out in those countries
where all required filing procedures and/or consultation or
information obligations with respect to organizations representing
employees and/or notifications have been completed and the
necessary authorizations have been obtained. This press release is
not destined for, and copies thereof should not be sent to,
countries in which such a prospectus has not been approved or such
an exemption is not available or where all of the required filing
procedures and/or consultation or information obligations with
respect to organizations representing employees and/or
notifications have not been completed or where the necessary
authorizations have not been obtained.
42 avenue de Friedland / 75380 Paris Cedex 08 / France
Tel : +33 (0)1 71 71 10 00 / Fax : +33 (0)1 71 71 10 01
A European company (Société européenne) with Management Board
(Directoire) and Supervisory Board (Conseil de surveillance) and
share capital of EUR6,520,308,767.50 / Company Registration Ndeg
343 134 763 Paris / SIRET 343 134 763 00048
View source version on businesswire.com:
https://www.businesswire.com/news/home/20200428005789/en/
CONTACT:
Vivendi
SOURCE: Vivendi
Copyright Business Wire 2020
(END) Dow Jones Newswires
April 28, 2020 12:30 ET (16:30 GMT)
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