Issue of new VINCI shares reserved for the employees of foreign
subsidiaries of VINCI in the context of the international Group
savings plan
A FRENCH PUBLIC LIMITED COMPANY (SOCIÉTÉ ANONYME)
WITH CAPITAL OF €1,478,800,602.50Registered office: 1, cours
Ferdinand de Lesseps92500 Rueil-MalmaisonRegistered number: 552 037
806 RCS Nanterrewww.vinci.comShareholder relations department:
actionnaires@vinci.com____________________________________________
Issue of new VINCI sharesreserved for the
employees of foreign subsidiaries of VINCIin the context of the
international Group savings plan 1
In its thirteenth resolution, the Combined
Shareholders’ General Meeting held on 18 June 2020 delegated to the
Board of Directors, for a period of 18 months expiring on 17
December 2021, its authority to carry out capital increases
reserved for the employees of certain foreign subsidiaries of the
Group as is already the case for the employees of French
subsidiaries in the context of savings plans.
At its meeting on 22 October 2020, VINCI’s Board
of Directors thus set the terms of a capital increase reserved for
the employees of VINCI subsidiaries located in Australia, Austria,
Bahrain, Belgium, Brazil, Cambodia, Cameroon, Canada, Chile,
Colombia, Germany, United Arab Emirates, Spain, Estonia, United
States, Finland, Greece, Hong-Kong, Hungary, Indonesia, Italy,
Latvia, Lithuania, Luxembourg, Malaysia, Morocco, Mexico, Norway,
New Zealand, Netherlands, Peru, Poland, Portugal, Dominican
Republic, Czech Republic, Romania, Serbia, Singapore, Slovakia,
Sweden and Switzerland.
The Board of Directors has delegated full powers
to the Chairman and Chief Executive Officer, in particular to set
the opening and closing dates of the subscription periods in the
countries concerned, and to set the subscription price of the new
shares within the framework defined by the Shareholders’ General
Meeting.
In his decision of 17 May 2021, VINCI’s Chairman
and Chief Executive Officer decided that the subscription period
would run, in all the countries concerned2, from Tuesday 18 May
2021 to Friday 4 June 2021.
In his decision dated 17 May 2021, the Chairman
and Chief Executive Officer of VINCI set the issue price of the new
shares which is equal to the average price of the VINCI shares
prices quoted on the regulated market of Euronext Paris SA on the
basis of the vwap (volume-weighted average price) during the 20
trading sessions preceding 18 May 2021, i.e. €91.72 per new share
to be issued.
The maximum number of shares that may be issued
and the total amount of the issue will depend on the level of
employees’ subscriptions.
The maximum number of new shares to be issued
may not exceed the limit set by the Shareholders’ General Meeting
of 18 June 2020 in its twelfth resolution. This resolution provides
that the total number of new shares that may be issued on its basis
and on the basis of the thirteenth resolution of the shareholders’
General Meeting of 18 June 2020 in favour of employee shareholding
in accordance with the provisions of Articles L. 225-138-1 and seq.
of the French Commercial Code and L. 3332-1 and seq. of the French
Labour Code may not exceed 1.5% of the number of shares comprising
the authorized share capital at the time the Board makes its
decision.
The new VINCI shares to be issued3 will be
subscribed in July 2021 by the Castor International Relais
2021 mutual fund, and, in the United States, Chile, Greece,
Italy and Poland, by Amundi Tenue de Comptes on behalf of the
employees of these countries.
The admission of these new shares to trading on
the regulated market of Euronext Paris will be requested
immediately after their issue.
The subscribed shares will be frozen for 3 years
from the date of the capital increase (except in specific cases of
early release).
Subject to this reservation, these ordinary
shares will not be subject to any restrictions, and will carry
dividend rights from 1 January 2021.
** **
Rueil-Malmaison, 17 May 2021
1 With the exception of the United States, Chile, Greece,
Italy and Poland, where the shares will be subscribed directly by
the employees in accordance with local regulations, employees’
subscriptions for this issue which is reserved for them will be
made through an intermediate company mutual fund (“Castor
International Relais 2021”), invested in money-market securities
and classified as such in the “euro money-market company mutual
funds” category. This company mutual fund received approval from
the AMF on 6 November 2020 under no. FCE 2020 0095. It will
concentrate all employees’ cash payments for subscription to the
units it will issue. At the end of the subscription period open to
employees, this intermediate mutual fund will subscribe to VINCI
shares to be issued in accordance with the total amount of payments
it has collected, and will then be absorbed by the Castor
International company mutual fund on 12 July 2021, the
corresponding AMF approval having been obtained on 12 November 2020
(AMF file no. 128571).
The Castor International company mutual fund is an employee
savings and shareholding mutual fund (UCITS) exclusively invested
in VINCI shares.
2 With the exception of Serbia where the operation will not be
offered.3 Up to the total amount of employees’ payments.
- Document d'information Castor International 2021 Anglais
17052021 avec prix
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