UBISOFT ENTERTAINMENT: Ubisoft launches a new employee shareholding
operation
UBISOFT ENTERTAINMENT S.A.
Ubisoft - New employee shareholding operation - June 9th,
2021
Ubisoft launches a new employee shareholding
operation.
Saint-Mandé, on June 9, 2021
Ubisoft Entertainment S.A. (Euronext Paris: UBI
– ISIN code: FR0000054470) announces the launch of a new employee
shareholding plan in France and abroad for the employees of the
Ubisoft group (hereinafter the « Offer »).
1. OFFEROR
Ubisoft Entertainment S.A. (hereinafter the
« Company ») is a French société anonyme with its
registered office at 2, rue du Chêne Heleuc, 56910 Carentoir,
France. The Company is identified at the Trade and Companies
Registry under number 335 186 094 RCS Vannes.
Information regarding the Company is available
on its website (www.ubisoft.com) and in particular in the universal
registration document available on this website.
2. REASONS OF THE
OFFER
This Offer aims at strengthening the employee
shareholding in order to associate the employees more closely to
the Ubisoft group's development and future performance.
3. FRAMEWORK OF THE
OFFER
On February 10, 2021 (the « Launch Board »), the
Company's Board of directors approved the launch of the Offer
consisting of (i) on the one hand, a share purchase plan reserved
for members of the Ubisoft group savings plans in accordance with
provisions of Article L. 3332-24 of the French Labour Code
(hereinafter the « Reserved Share Transfer »), and (ii) on the
other hand, a share capital increase reserved for employees outside
of the scope of the group savings plans (hereinafter the « Reserved
Capital Increase »), under the terms and conditions described
below, and subdelegated to the Chairman & Chief Executive
Officer (CEO) the powers required for the implementation of the
Offer.
On April 7, 2021 (the « Structuring Board »),
the Company's Board of directors fixed the maximum overall ceiling
applicable to the Offer at 1.80% of the share capital of the
Company based on the number of outstanding shares at January 31,
2021, i.e. 123,537,441 shares, as available on the date of the
Launch Board.
The CEO, acting upon subdelegation of the Board
of directors, took the decision on May 18, 2021 to exclude Serbia
from the scope of the Offer.
4. TERMS AND CONDITIONS OF THE
OFFER
The Offer is reserved to (i) employees of the
Ubisoft group within seventeen jurisdictions (Bulgaria, Canada,
China, Finland, France, Germany, India, Italy, Japan, the
Philippines, Romania, Singapore, Spain, Sweden, the United Arab
Emirates, the United Kingdom and the United States), having at
least three months' seniority, continuous or not, between January
1, 2020 and the end of the acquisition/subscription/revocation
period of the Offer and to (ii) retired employees of the companies
in France who hold assets in the Ubisoft Group Savings Plan (PEG)
(hereinafter the « Beneficiaries »).
The Company may decide not to implement the
Offer in a jurisdiction mentioned above if a legal, tax or
practical constraint so requires.
The Beneficiaries may purchase or subscribe for
the Company's ordinary shares (hereinafter the « Shares »)
under a leverage formula, through a company mutual fund (Fonds
Commun de Placement d'Entreprise or FCPE) or directly under a
Shares + SAR (stock appreciation rights) formula depending on the
local regulatory and tax constraints.
In addition, each Beneficiary will benefit from
a guarantee to receive, on 5-year term maturity or in case of early
release, the euro amount of his/her initial investment as well as a
multiple of the potential protected average increase in the Share
price.
Shares purchased or subscribed by the
Beneficiaries under this Offer are unavailable for a five-year
period as from the completion of the Offer (expected to occur on
September 22, 2021), except in the occurrence of an early release
case provided for in Article R. 3324-22 of the French Labour
Code.
Out of France, early release cases may be
adapted to take account of local legislations or
constraints, in particular tax constraints.
- Acquisition or
subscription price, depending on the formula offered
The acquisition or subscription price of a Share
under the Offer, depending on the formula offered, will correspond
to the average of the twenty daily volume-weighted average prices
(VWAP) of the Share on Euronext Paris preceding the decision of the
Board of directors or, as the case may be, upon subdelegation of
the Board of directors, of the CEO, fixing the dates of the
acquisition/subscription/revocation period of the Shares
(hereinafter the « Reference Price »), minus a 15% discount and
rounded up to the higher euro cent (hereinafter the «
Acquisition/Subscription Price(s) »). The applicable exchange rates
will be fixed at the same time as the Acquisition/Subscription
Price(s) (the « Fixing Decision »).
The maximum total number of Shares which can be
purchased under the Reserved Share Transfer was fixed, by the
Structuring Board, at 0.70% of the Company’s share capital, i.e. a
maximum of 864,762 Shares to be purchased.
In addition, in view in particular of the
reservation forms received from the employees eligible for the
Reserved Capital Increase, the Board of directors will decide the
maximum total number of Shares which can be subscribed under the
Reserved Capital Increase within the maximum ceiling fixed by the
Structuring Board at 1.10% of the Company's share capital, i.e. a
maximum of 1,358,911 Shares to be issued (the « Implementation
Board »).
Specific sub-ceilings are or may be provided in
certain jurisdictions depending on local legal
constraints.
The Shares purchased under the Reserved Share
Transfer will be the existing treasury shares repurchased by the
Company within the terms of the repurchase program(s) authorised by
the Company’s General Shareholders’ Meeting.
The new Shares issued under the Reserved Capital
Increase will be assimilated to the existing Shares. They will bear
current dividend rights.
The provisional timetable of the Offer is the following:
- Reservation period: from June 15 to
June 29, 2021 inclusive
- Implementation Board: June 30,
2021
- Fixing Decision: August 9,
2021
- Acquisition/subscription/revocation
period: from August 12 to August 19, 2021 inclusive
- Capital
increase/Settlement-delivery: September 22, 2021
- End of the
lock-up period: September 21, 2026, at midnight
These dates are indicative and may be subject to
modification or adaptation, particularly due to any legal and/or
operational constraints related to the Covid-19 epidemic that could
disrupt the implementation of the Offer, as well as any legislation
applicable in each jurisdiction.
- Risk of
postponement or cancellation of the Offer
The Company's Board of directors, or, as the
case may be, the CEO acting upon subdelegation, could, at its/his
sole discretion, decide to cancel or postpone the Offer in all or
part of its geographical scope, for any reason whatsoever and in
particular in the event of legal and/or operational constraints
related to the Covid-19 epidemic, until the day before the date of
completion of the Offer scheduled for September 22, 2021.
5. NATURE OF THE
SHARES
Shares offered under this Offer are ordinary
shares of the Company, listed on the Euronext Paris stock market
(Compartment A) under the ISIN code FR0000054470. The Shares are
eligible for the Deferred Settlement Service (Système de Règlement
Différé or SRD).
6. VOTING RIGHTS
The voting rights attached to the Shares offered
under this Offer will be exercised as regards the Shares:
- purchased through the FCPE, within
the framework of the Reserved Share Transfer, by the supervisory
board of the FCPE, it being specified that in the event of a proven
lack of liquidity of the stock-lending market, the supervisory
board of the FCPE could only exercise the voting rights attached to
the Shares which are part of its assets.
- subscribed for and held on their
own by the employees, within the framework of the Reserved Capital
Increase, directly by them.
7. HEDGING
TRANSACTION
The financial
mechanism underlying the leverage formula requires hedging
operations by the financial institution which structures the
leverage formula, on market exchanges and over-the-counter
exchanges, by means of the purchase or sale of Shares, the lending
or borrowing of Shares, the purchase of call option and/or of all
other transactions, at all times and in particular as from the
opening date of the fixation period of the Reference Price and for
the whole duration of the Offer.
8. SPECIAL MENTION REGARDING THE
INTERNATIONAL OFFER
This document does not constitute an offer to
sell or a solicitation to purchase or subscribe for Shares. The
Offer will be offered only in countries where such an Offer has
been registered with the competent local authorities and in
countries where all required filing procedures and/or notifications
have been completed and the authorisations have been obtained. In
particular, the Shares have not been and will not be registered in
the United States in application of the Securities Act of 1933.
This document is not intended for countries in
which such procedures would be required and have not yet been
carried out or the necessary authorisations have not been obtained.
Copies of this document will not therefore be distributed to these
countries.
Shares that may be purchased or subscribed for
under the Offer have not been recommended by any governmental
securities commission or regulatory authority. Neither the Company
nor any employers is giving investment advice with respect to this
Offer. Investing is a personal decision that must be made by the
employee, taking into account his/her financial resources,
investment goals, personal tax situation, any other investment
alternatives available and the fact that the value of a quoted
share will fluctuate. In this regard, employees are encouraged to
consider the diversification of their investment portfolio to
ensure that the risk that they assume is not unduly concentrated on
any single investment.
The Offer is proposed on a discretionary basis
by the Company. Neither the Company nor the employers are required
to repeat the Offer or to make similar offers in the future. The
terms and conditions of the Offer do not form part of the
employment contract of the employees.
9. « U.S. PERSON »
ADVERTISEMENT
Units of the company mutual fund (Fonds Commun
de Placement d'Entreprise or FCPE) cannot be offered or sold,
either directly or indirectly, in the United States (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
website of the management company: www.amundi.com.
Persons wishing to subscribe for FCPE units
certify that they are not « U.S. Person ». Any unit holder must
immediately inform the management company in the event that he
becomes 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 it would not otherwise have suffered.
In France, the present document is prepared to
meet the requirements of the AMF set out in Article 3.1 of the AMF
Guidelines on the employee savings funds (Guide relatif aux fonds
d'épargne salariale) of August 8, 2012 (DOC-2012-10) as modified on
January 3, 2019.
In addition, this document contains the
information required under Article 1, paragraphs4-i) and 5-h), of
the Regulation (EU) 2017-1129 of June 14, 2017, entered into force
on July 21, 2019.
Contacts
Investor
RelationsJean-Benoît RoquetteSVP Investor Relations+33 1
48 18 52 39Jean-benoit.roquette@ubisoft.com |
Alexandre
Enjalbert Senior Investor Relations Manager +33 1 48 18 50 78
Alexandre.enjalbert@ubisoft.com |
About Ubisoft
Ubisoft is a leading creator, publisher and
distributor of interactive entertainment and services, with a rich
portfolio of world-renowned brands, including Assassin’s Creed®,
Far Cry®, For Honor®, Just Dance®, Watch Dogs®, and Tom Clancy’s
video game series including Ghost Recon®, Rainbow Six® and The
Division®. The teams throughout Ubisoft’s worldwide network of
studios and business offices are committed to delivering original
and memorable gaming experiences across all popular platforms,
including consoles, mobile phones, tablets and PCs. For the 2020-21
fiscal year, Ubisoft generated net bookings of €2,241 million. To
learn more, please visit: www.ubisoftgroup.com.
© 2021 Ubisoft Entertainment. All Rights
Reserved. Ubisoft and the Ubisoft logo are registered trademarks in
the US and/or other countries.
- Ubisoft - New employee shareholding operation - June 9th,
2021
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