Societe Generale launches a Global Employee Share Ownership Programme
May 17 2022 - 02:24AM
GlobeNewswire Inc.
Societe Generale launches a Global Employee Share Ownership
Programme
SOCIETE GENERALE LAUNCHES A GLOBAL EMPLOYEE SHARE
OWNERSHIP PROGRAMME
Press release
Paris, 17 May 2022
Societe Generale announces the launch of a new
global employee share ownership programme allowing eligible current
employees and retired former employees of the Group to subscribe
for a capital increase reserved for them on preferential terms. The
subscription period for the share offer will take place from May
25th (inclusive) to June 8th (inclusive).
The settlement-delivery of the shares should take place on 20th
July 2022.
The terms of this transaction are described in
the information document provided below.
Press
contacts:Jean-Baptiste Froville_+33 1 58 98 68
00_
jean-baptiste.froville@socgen.comFanny
Rouby_+33 1 57 29 11 12_
fanny.rouby@socgen.com
17 May 2022
INFORMATION DOCUMENT
PROVIDED
FOR CURRENT EMPLOYEES AND
RETIRED FORMER EMPLOYEES
OF THE SOCIETE GENERALE GROUP PERTAINING
TO A CAPITAL INCREASE IN CASH TARGETING A MAXIMUM
OF 12,800,000 SHARES RESERVED FOR ELIGIBLE CURRENT EMPLOYEES
AND RETIRED FORMER EMPLOYEES
PARTICIPATING IN SOCIETE GENERALE GROUP COMPANY OR GROUP SAVINGS
PLANS
2022 GLOBAL
EMPLOYEE SHARE OWNERSHIP
PROGRAMME
|
This information document is available at Societe Generale’s
administrative office (17 cours Valmy - 92972 Paris-La Défense
Cedex), on its website and its intranet site, and was covered by a
press release dated 17 May 2022 distributed and published as
regulated information.This document is prepared in accordance with
the prospectus publication exemptions provided for in Article
1.4(i) and Article 1.5°(h) of Prospectus Regulation (EU) No.
2017/1129. It constitutes the document required to meet the
conditions for exemption from publication of a prospectus as
defined by said Prospectus Regulation, directly applicable in the
domestic law of each Member State of the European Union. |
MAIN CHARACTERISTICS OF THE CAPITAL
INCREASE IN CASH RESERVED FOR ELIGIBLE CURRENT EMPLOYEES
AND RETIRED FORMER EMPLOYEES
PARTICIPATING IN SOCIETE GENERALE GROUP
COMPANY OR GROUP SAVINGS PLANS
|
ISSUER |
Societe Generale, French public limited company (société
anonyme),Share capital: EUR 1,046,405,540Registered office: 29,
boulevard Haussmann - 75009 PARISParis Trade and Companies Register
No. 552 120 222 Euronext Paris - Compartment AOrdinary share ISIN
code: FR0000130809Share admitted to Deferred Settlement Service
. |
| Securities
offered |
The maximum overall nominal amount of the capital increase is set
at EUR 16,000,000, corresponding to the issue of 12,800,000
shares available for subscription in cash.The capital increase is
sub-divided into three (3) tranches using separate investment
vehicles, respectively accessible to separate entities or groups of
entities.The Societe Generale shares to be issued will be of the
same class and will be equivalent to Societe Generale shares
already admitted to trading on Euronext Paris (Compartment A). |
| Reasons for
the offer |
The 2022 Global Employee Share Ownership Programme falls within the
scope of the Societe Generale Group employee share ownership
policy, both in France and internationally, allowing beneficiaries
to become involved in the Group’s operations by participating,
through this investment, in the development of Societe Generale, by
expressing their voting rights and participating in the General
Meeting. |
| Terms of
subscription |
The shares will be available for subscription through employee
mutual funds (“FCPEs”) in France and directly via the acquisition
of registered shares outside France.Method for determining the
subscription priceThe subscription price of EUR 18.47 is equal to
the average closing price of the Societe Generale share recorded on
Euronext Paris during the twenty (20) trading sessions preceding
the morning of 17 May 2022 (date of the decision of the Chief
Executive Officer acting on the sub-delegation of the Board of
Directors at its meeting of 9 February 2022 using the authorization
granted to the Board by the twenty-third resolution of the Combined
General Meeting of 19 May 2020, with the application of a 20%
haircut. Duration of subscription periodThe subscription period
will begin on Wednesday 25 May 2022 at 10:00 a.m. (Paris time)
and will end on Wednesday 8 June 2022 at 11:59 p.m. (Paris
time). |
| |
Terms of subscription for sharesThe first two (2) tranches are
subscribed through the Employee Mutual Funds under Company or Group
Savings Plans. The third (3rd) tranche is directly subscribed by
employees under the International Group Savings Plan.Beneficiaries
of the offerThis offer is reserved for employees with seniority of
at least three (3) months, holding an employment contract in effect
at the end of the subscription period, broken down as follows:
- for the 1st
tranche, the beneficiaries of the Societe Generale Company Savings
Plan and the Group Savings Plan;
- for the 2nd
tranche, the beneficiaries of the Company Savings Plans offered by
Crédit du Nord, its subsidiaries and branches, providing for the
possibility of subscribing for Societe Generale reserved capital
increases;
- for the 3rd
tranche, the beneficiaries of the International Group Savings
Plan.
|
| |
As regards the first two tranches, former employees having left
their company after retiring, with this category including
pre-retirees, and having retained assets in the Company or Group
Savings Plans, may also take part in this reserved capital
increase. |
| |
Subscription limitIn accordance with Article L. 3332-10 of the
French Labour Code, the total amount of payments made by
Beneficiaries (including payments into other Savings Plans) may not
exceed 25% of their gross annual remuneration received during the
year of subscription or, for Beneficiaries whose employment
contract is suspended and who received no remuneration for the year
of subscription, 25% of the annual limit provided for in Article L.
241-3 of the French Social Security Code. At its meeting of 9
February 2022, the Board of Directors decided that the total amount
of a given Beneficiary’s individual subscription (which may consist
of a voluntary payment, including the transfer of available assets,
as well as the net amounts of profit-sharing, incentive bonuses and
employer matching contribution (not applicable to retirees)) may
not exceed EUR 20,000.Employer matching contributionEmployer
matching contribution rules are specific to each Company or Group
Savings Plan and each participating entity. |
| Transaction
timetable |
Subscription will be open from Wednesday 25 May 2022 at 10:00 a.m.
(Paris time) to Wednesday 8 June 2022 at 11:59 p.m. (Paris time).
The capital increase is scheduled for 18 July 2022. |
| Listing of
new shares |
Listing marketSociete Generale shares are listed on Euronext Paris
(deferred settlement service, continuous trading group A, ISIN code
FR0000130809). |
| |
Listing of new sharesThe listing of the new shares on Euronext
Paris will be requested immediately after the completion of the
capital increase (the listing should be effective on or around 20
July 2022). |
| General
information on new shares subject to a request for
admission to trading |
Rights attached to
shares issuedAs soon as they are created, the new shares will be
subject to all the provisions of the Company’s Articles of
Association and will bear dividend rights on 1 January 2022.
As a result, they will be fully assimilated with the existing
shares and will entitle the shareholders of a public limited
company to the associated legal prerogatives. In particular, they
will entitle shareholders to ownership of the company’s assets and
the liquidation surplus, in a proportion equal to the percentage of
share capital they represent. Similarly, the dividend is
distributed to shareholders in proportion to their shareholding. A
double voting right, in proportion to the capital represented, is
allocated to all fully paid-up shares registered in the name of the
same shareholder, for at least two years, as well as to new
registered shares granted free of charge to a shareholder, in the
event of a capital increase through the incorporation of reserves,
profits or issue premiums, in respect of shares entitled thereto.In
accordance with Article L. 214-165 II, paragraph 3, of the French
Monetary and Financial Code, the voting rights attached to Societe
Generale shares subscribed via FCPEs will be exclusively exercised
individually by the unitholders of said FCPEs and, for fractional
units, by the supervisory boards of said FCPEs.In the event of a
public purchase or exchange offer, the supervisory boards of the
FCPEs decide, based on the relative majority of the votes cast,
whether or not to tender Societe Generale shares to the offer. If
there is no relative majority, the decision is put to the vote of
the unitholders, who decide based on the relative majority of the
votes cast.Marketability of sharesNo clauses in the Articles of
Association limit the free marketability of the shares comprising
Societe Generale's capital.Only the rules below governing the
unavailability of shares under a Company or Group Savings Plan will
limit the marketability of said shares. |
| |
|
|
Unavailability |
Shares held directly by the Beneficiaries and units of employee
mutual funds, as applicable, will be unavailable for a period of 5
years, barring cases of early release subject to the conditions
applicable to the Company or Group Savings Plan in question. As
regards the 3rd tranche, in some countries, depending on local
legislation, some cases of early release will not be open to
employees. |
| Specific
disclaimer for international subscriptions |
This document constitutes neither an offer to sell nor a
solicitation to subscribe for Societe Generale shares. The Societe
Generale share offer reserved for eligible current employees and
retired former employees participating in Societe Generale Group
Company or Group Savings Plans will only be implemented in
countries where such an offer has been registered with the relevant
local authorities and/or with the approval of a prospectus by the
competent local authorities, or in consideration of an exemption
from the obligation to establish a prospectus or register the
offer. More generally, the offer will only be made in countries
where all required registration procedures and/or notifications
have been made and the proper authorisations obtained. This
document is not intended for, and copies of this document should
not be sent to, countries in which such a prospectus would not have
been approved or such an exemption would not be available, or in
which all required registration and/or notification procedures have
not yet been made or the proper authorisations obtained.With
respect to the United States of America in particular, the shares
referred to in this document have not been and will not be
registered under the U.S. Securities Act of 1933 (the
“Securities Act”) and may not be offered or sold
in the United States without registration or exemption from
registration in accordance with the Securities Act. Societe
Generale does not intend to register the offer, in part or in
whole, in the United States, or to make public share offers in the
United States. The shares will be offered only for transactions
benefiting from an exemption from registration.Due to the sanctions
imposed by the European Union, this offer is not open to citizens
or residents of Russia or Belarus who do not have a residence
permit in or are not nationals of a European Union
country. . |
Employee contact
Beneficiaries may address any questions relating
to this offer to the contact indicated in the subscription
application provided to them.
Societe Generale
Societe Generale is one of the leading European financial
services groups. Based on a diversified and integrated banking
model, the Group combines financial strength and proven expertise
in innovation with a strategy of sustainable growth. Committed to
the positive transformations of the world’s societies and
economies, Societe Generale and its teams seek to build, day after
day, together with its clients, a better and sustainable future
through responsible and innovative financial solutions.
Active in the real economy for over 150 years, with a solid
position in Europe and connected to the rest of the world, Societe
Generale has over 131,000 members of staff in 66 countries and
supports on a daily basis 26 million individual clients, businesses
and institutional investors around the world by offering a wide
range of advisory services and tailored financial solutions. The
Group is built on three complementary core businesses:
- French Retail
Banking which encompasses the Societe Generale, Credit du
Nord and Boursorama brands. Each offers a full range of financial
services with omnichannel products at the cutting edge of digital
innovation;
-
International Retail Banking, Insurance and Financial
Services to Corporates, with networks in Africa, Russia,
Central and Eastern Europe and specialised businesses that are
leaders in their markets;
- Global Banking and Investor
Solutions, which offers recognised expertise, key
international locations and integrated solutions.
Societe Generale is included in the principal socially
responsible investment indices: DJSI (Europe), FTSE4Good (Global
and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity
and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX
Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index
(World and Europe).
In case of doubt regarding the authenticity of this press
release, please go to the end of Societe Generale’s newsroom page
where official Press Releases sent by Societe Generale can be
certified using blockchain technology. A link will allow you to
check the document’s legitimacy directly on the web page.
For more information, you can follow us on Twitter
@societegenerale or visit our website www.societegenerale.com.
- Societe-Generale-Information-Document-GESOP-2022
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