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Press release |
July
2015
www.vallourec.com |
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Vallourec pursues its employee
shareholding policy
Boulogne-Billancourt, 30 July 2015 - Vallourec
announces the implementation of a new employee share ownership
offering for the eighth consecutive year.
This offering, called "Value 15",
concerns a maximum of 2,000,000 newly-issued shares representing
1.50% of the company's share capital on the date of this press
release. It will be open to Vallourec employees in 12
countries[1],
representing approximately 95% of the employees of the Group.
The seven previous "Value"
offerings generated a high participation rate among Group employees
and were all very successful. Employee shareholders today hold
6.53% of Vallourec's share capital and are represented on the
Supervisory Board.
Based on the indicative calendar
for the offering, the share reservation period will be open to
employees from 14 September 2015 to and including 2 October 2015.
The subscription price should be determined on 9 November 2015. The
subscription/revocation period is scheduled to take place from 11
to 16 November 2015 inclusive and the capital increase on 15
December 2015.
Details of the
conditions for the "Value 15" employee share ownership
offering
Beneficiaries
Subject to any locally required authorizations, the "Value 15"
offering will be open to employees (and beneficiaries and similar
parties) of Vallourec and of those of its subsidiaries over which
it holds, directly or indirectly, the majority of the share capital
and which have registered offices in one of the following
countries: Germany, Brazil, Canada, China, the United Arab
Emirates, the United States, France, India, Malaysia, Mexico, the
United Kingdom and Singapore, i.e. approximately 95% of the Group's
current employees.
Indicative calendar for the
offering
Based on the indicative calendar,
the reservation period will be open from 14 September 2015 to and
including 2 October 2015. The subscription price will be equal to
the average opening price of Vallourec's shares on the Euronext
Paris during the twenty trading days preceding the date on which
the subscription/revocation period is established, discounted by
20% for the classic formula and 15 % for the leverage formula, and
rounded up to the nearest euro cent. The subscription price is
expected to be determined on 9 November 2015. The
subscription/revocation period would be open from 11 November 2015
to and including 16 November 2015. The capital increase should take
place on 15 December 2015.
Share offering
The "Value 15" is an offering of a
maximum of 2,000,000 ordinary shares, representing close to 1.50%
of the company's share capital on the date of this press release.
The new shares will be entitled to dividends as from 1 January
2015.
Subscription procedures
Two formulas will be offered in
France: a classic formula (i.e. share subscription with a 20%
discount, supplemented by an employer contribution through an
FCPE), and a leverage formula (i.e. share subscription with a 15%
discount, supplemented by an employer contribution through an
FCPE).
Outside of France, only a leverage
formula will be offered.
The leveraged formula proposed
within the framework of the "Value 15" offering is intended to
guarantee the employee's personal contribution and the net
employer's contribution (for those countries in which the
contribution is made by means of a cash payment) which he/she
receives under the terms of the "Value 15" offering (subject to the
effects of foreign exchange rate fluctuations, any applicable tax
and social security contributions and the consequences of a
potential unwinding of the exchange transaction) and to allow
him/her to benefit from a multiple of the protected average
increase of the share price compared to the reference price between
the date of the capital increase and 1st July 2020.
The structure of this formula will differ from one jurisdiction to
another in order to comply with local regulations and/or to take
advantage of specific tax provisions that may be more favorable for
employee subscriptions, while ensuring comparable economic
advantages to all eligible employees (in particular through a
specific leveraged FCPE or a direct subscription for shares (or a
cash deposit by the employee) supplemented by the grant of stock
appreciation rights (SARs) by the employer). In France, Germany,
Brazil, the United Arab Emirates, India, Mexico and the United
Kingdom, the leveraged formula will be supplemented by an employer
contribution in cash also invested in the specific leveraged FCPEs,
and in Canada, China, the United States, Malaysia and Singapore by
a grant of free shares, newly issued or existing shares (up to a
maximum of 15,000 shares), or a deferred cash bonus. Eligible
employees will be informed of the terms and conditions that apply
in their jurisdiction.
Lock-up period
Shares or FCPE units subscribed
for by the employees or the cash deposits made by employees, as the
case may be, will be unavailable until 30 June 2020 inclusive
except in cases of early release. The Supervisory Board of each
FCPE holding shares will exercise the voting rights associated with
such shares. The financial institution, who subscribes for shares
under the SAR formula, has undertaken to vote in the same manner as
the Supervisory Board of the leveraged FCPE being offered to
French, UK and German employees.
Hedging
The financial mechanisms
underlying the leverage formula require hedging transactions to be
carried out on the open market by the financial institutions that
structure the formula. These hedging transactions may be carried
out by these institutions as from the publication of this press
release and during the duration of the transaction. Based on
Vallourec's subscription assumptions, the impact of such
transactions on the price of Vallourec shares is expected to be
limited.
"U.S. Person" advertisement
FCPE units cannot be offered or
sold, either directly or indirectly in the United States of America
(including its territories and possessions) or to or for the
benefit of a "U.S. Person", as defined in the U.S. Regulations and
available on the web site of the management company:
www.amundi.com.
Persons wishing to subscribe for
FCPE units certify that they are not "U.S. Persons". Any Unit
holder must immediately inform the management company in the event
he will become a "U.S. Person".
The management company may impose
restrictions on (i) the holding of FCPE units by a "U.S. Person"
and in particular compulsorily redeem or (ii) transfer any units
held by a U.S. Person. This power would also extend to any person
(a) who appears to be directly or indirectly in breach of the laws
and regulations of any country or governmental authority, or (b)
who could, in the view of the management company, cause damage to
the FCPE that otherwise it would not have suffered.
About Vallourec
Vallourec is a
world leader in premium tubular solutions primarily serving the
energy markets, as well as other industrial applications.
With over 23,000 employees in
2014, integrated manufacturing facilities, advanced R&D and a
presence in more than 20 countries, Vallourec offers its customers
innovative global solutions to meet the energy challenges of the
21st century.
Listed on Euronext in Paris (ISIN
code: FR0000120354, Ticker VK) and eligible for the Deferred
Settlement System (SRD), Vallourec is included in the following
indices: MSCI World Index, Euronext 100 and SBF 120.
In the United States, Vallourec
has established a sponsored Level 1 American Depositary Receipt
(ADR) program (ISIN code: US92023R2094, Ticker: VLOWY). Parity
between ADR and a Vallourec ordinary share has been set at 5:1.
www.vallourec.com
Follow us on Twitter @Vallourec
For further information, please
contact |
Investor relations
Etienne Bertrand
Tel: +33 (0)1 49 09 35 58
etienne.bertrand@vallourec.com |
|
Press relations
Héloïse Rothenbühler
Tel: +33 (0)1 41 03 77 50
heloise.rothenbuhler@vallourec.com |
Investor relations
Alexandra Fichelson
Tel: +33 (0)1 49 09 39 76
alexandra.fichelson@vallourec.com |
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Individual shareholders
Florent Chaix
Tel: +33 (0)1 41 03 76 53
florent.chaix@vallourec.com |
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[1] Germany,
Brazil, Canada, China, the United Arab Emirates, the United States,
France, India, Malaysia, Mexico, the United Kingdom and
Singapore.
20150730_Press release Vallourec
Value 15 - PDF
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: VALLOUREC via Globenewswire
HUG#1942568
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