Regulatory News:
Vivendi (Paris:VIV) is carrying out a capital increase reserved
for employees of the Group.
Vivendi intends to more closely associate its employees to the
Group’s development and results.
The subscription period will take place from June 6 to June 22,
2017 inclusive.
The settlement-delivery of the shares is expected to occur on
July 25, 2017. The principal terms and conditions of this offering
are described below.
ISSUER
VIVENDI (the “Company”)Registered headquarters: 42, avenue de
Friedland75008 Paris - FranceShare capital: €
7 080 198 499,00Registration number in the Paris
Trade and Companies Registry: 343 134 763Compartment A of NYSE
Euronext Paris (France)ISIN code for ordinary shares: FR0000127771
– VIVSecurity admitted to the Deferred Payment Service (Service de
Règlement Différé)
FRAMEWORK OF THE OFFERING
In connection with Article L.225-138-1 of the French Commercial
Code and Articles L.3332-1 et seq. of the French Labor Code, the
Combined Shareholders’ Meeting of April 25, 2017 delegated, in its
23rd resolution, its authority to the Management Board for the
purpose of carrying out, on one or more occasions, an issuance of
shares reserved for members of a company savings plan (plan
d’épargne d’entreprise) of the Company and the French or foreign
companies related to it in accordance with the provisions of
Article L.225-180 of the French Commercial Code and of Article
L.3344-1 of the French Labor Code.
42 avenue de Friedland / 75380 Paris Cedex 08 / FranceTel :
+33 (0)1 71 71 10 00 / Fax : +33 (0)1 71 71 10 01
Public limited company with Management Board and Supervisory
Board (Société Anonyme à Directoire et Conseil de surveillance)
with share capital of €7 080 198 499,00 / Company
Registration N° 343 134 763 Paris / SIRET 343 134 763
00048
In its 24th resolution, the Combined Shareholders’ Meeting of
April 25, 2017 delegated its authority to the Management Board for
the purpose of carrying out an issuance of shares reserved for
employees of companies of the Vivendi Group related to the Company
in accordance with the provisions of Article L.225-180 of the
French Code of Commerce and Article L. 3344-1 of the French Labor
Code and to certain financial institutions, within the conditions
set forth in such resolution.
Share capital increases reserved for employees of the Group are
proposed in the following countries: Germany, Brazil, Bulgaria,
Canada, Spain, France, the Netherlands, Poland, Romania, United
Kingdom, and in the form of a « Bonus Right » in the
United States of America, subject to obtaining local approvals in
certain of these countries.
SUBSCRIPTION CONDITIONS
Beneficiaries of the reserved
issuance: the beneficiaries of the reserved issuance
provided for in the 23rd resolution are employees of the Group’s
companies in Germany, Brazil, Bulgaria, Canada, Spain, France, the
Netherlands, Poland, Romania and the United Kingdom who have become
members of the group savings plan (plan d’épargne groupe, or
“PEG”), irrespective of the nature of their employment contract,
and subject to a seniority condition of at least three months as of
the last day of the subscription period. In addition, employees of
certain U.S. companies of the Group, will be able to benefit
indirectly from shares issued under the 24th resolution. A
financial institution mandated by Vivendi will participate in the
hedging of a leveraged plan with guaranteed capital “OPUS 17”.
Type of issuance: this issuance is
carried out without preferential subscription rights.
Maximum Subscription Amount:
The Management Board has decided that the number of new shares
to be issued shall be limited as follows:
- 1,000,000 shares for the share capital
within the framework of the classic plan “Groupe Vivendi Relais
2017” FCPE, section “Relais Vivendi Epargne” and
- 5,500,000 for the share capital
increase within the framework of the leveraged plan “Vivendi Opus
17”.
Subscription price:
On June 6, 2017, the Chairman of the Management Board by a
resolution of the Management Board at its meeting held on May 9,
2017 will set the subscription price which will be equal to 85% of
the average of the opening prices of the Vivendi share on the
Euronext Paris market over the twenty (20) trading days preceding
the date of June 6, 2017.
Creation and listing of the shares:
the new Vivendi shares to be created will bear benefit entitlement
(jouissance) as of January 1, 2017 and will therefore be fully
assimilated to existing shares. The admission of the new Vivendi
shares to trading on the Euronext Paris market on the same listing
line as the existing shares should occur as soon as possible
following the completion of the capital increase scheduled to take
place on July 25, 2017.
Maximum subscription amount:
pursuant to Article L.3332-10 of the French Labor Code, annual
payments made by beneficiaries of the offering over the course of a
year cannot exceed one-quarter of their gross annual remuneration.
This legal maximum amount 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, the employees subscribing to
the issuance must hold their FCPE units, until May 31, 2022
inclusive, except in the event of an early exit.
Reduction of subscription
requests:
For each plan, in the event that the total number of Vivendi
shares subscribed is greater than the number of shares offered
(oversubscription), a reduction will be carried out in accordance
with the following principles:
- in order to allow the participation of a maximum of employees,
the Chairman of the Management Board, to who full authority has
been granted to this extent, will determine a guaranteed minimum
number of shares per subscriber (equal to the maximum number of
shares offered in the plan divided by the number of subscribers to
such plan);
- a subscription request that is less than or equal to this
minimum number will be met in full;
- a subscription request that is higher than this minimum will
be satisfied up to this minimum amount; the portion of the request
that exceeds the minimum number will be reduced proportionally, up
to the limit of the maximum number of shares offered in the
plan.
HEDGING TRANSACTIONS
The implementation of the leveraged plan in the context of the
“Opus 17” plan could lead the financial institution structuring the
offer (Société Générale), to undertake hedging transactions, as of
the date of publication of the present press release and over the
entire course of the plan.
INTERNATIONAL LEGEND
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.
This press release constitutes the information document required
pursuant to Articles 212-4 (paragraph 5) and 212-5 (paragraph 6) of
the AMF’s General Regulations and to Article 14 of instruction
n°2005-11 of December 13, 2005, published in the form of a press
release in accordance with Article 221-3 of the AMF’s General
Regulations.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170509006384/en/
Vivendi
Telefonica Brasil (NYSE:VIV)
Historical Stock Chart
From Aug 2024 to Sep 2024
Telefonica Brasil (NYSE:VIV)
Historical Stock Chart
From Sep 2023 to Sep 2024
