Worldline launches an employee shareholding plan for 2021 - Press
realease
Worldline launches an employee
shareholding plan for 2021
Bezons,
December
8, 2021 –
Worldline [Euronext: WLN], European leader in the payments and
transactional services industry, today announces the implementation
of its new employee shareholding plan reserved for members of the
Worldline Group Savings plan « Boost 2021 ».
This offering of shares will be made to all
employees of the Group located in France, Australia, Austria,
Belgium, Brazil, Canada, China, Colombia, Czech Republic, Denmark,
Estonia, Finland, Germany, Greece, Hong-Kong, India, Indonesia,
Italy, Japan, Latvia, Lithuania, Luxembourg, Malaysia, Malta,
Mexico, Norway, New-Zealand, the Netherlands, Poland, Romania,
Singapore, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey,
the United Kingdom and the United States of America who are
eligible to participate in the Worldline Group Saving Plan, subject
to obtaining the required authorizations from local
authorities.
The terms and conditions of the transaction are
described hereafter.
Issuer
WorldlinePublic limited company (Société
Anonyme)Share capital of EUR 190 724 323,28 Registered Office: 1,
Place des Degrés – Tour Voltaire – 92800 Puteaux 378 901 946 RCS
Pontoise (being transferred to Nanterre)Euronext Paris (France) –
compartment ACommon share ISIN code: FR0011981968 Security
registered with the Service de Règlement Différé (SRD)
Framework of the offering – Purpose for
the offering
The Board of Directors of Worldline, acting
pursuant to the 26th resolution of the Combined General Meeting of
Shareholders of the Company of May 20, 2021 (the "General
Meeting"), has decided to proceed with a share capital issue
reserved for employees who are members of the Worldline Group
Savings Plan within the framework of article L.225-138-1 of the
French Commercial Code (Code de commerce) and article L.3332-18 et
seq. of the French Labor Code (Code du travail).
This share capital increase is part of the
development of employee shareholding, which is an objective of the
Worldline Group, and allow to recognize the contribution of
employees to Worldline’s overall performance as well as to
strengthen their sense of belonging by offering them the
possibility of being associated with the Group’s long-term
strategy.
Offered securities
Within under the framework of the delegation of
powers granted by the General Meeting, the Board of Directors of
Worldline on July 26, 2021 approved the principle of an increase in
the Company's share capital, up to a limit of 2.5% of the share
capital as of the date of the General Meeting, reserved for
employees of Worldline and its affiliates who are members of the
Worldline Group Savings Plan (the "PEG").
The Chief Executive Officer has, on delegation
of the Board of Directors, set the subscription price of the shares
on December 7, 2021 at €39.03. This subscription price is equal to
80% of the reference price (average of the opening market price of
the Worldline share on the Euronext Paris during the 20 trading
sessions preceding the setting-date of the subscription price, i.e.
€48.79), i.e. the reference price minus of a discount of 20%. The
newly issued Worldline shares will carry current dividend rights
and will be entitled to any dividends that may be distributed by
the Company as from the date of issue of the shares.
Conditions of the
subscription
The beneficiaries of the offer are:
- Employees and corporate officers of
the companies included in the scope of the offer who meet the
conditions of Article L.3332-2 of the French Labor Code and who
have joined the PEG, and justifying of 3 months seniority at the
closing date of the subscription period;
- Retirees and early retirees in
France who joined the PEG before they ceased working retain their
status as beneficiaries and may continue to make payments, provided
they have retained assets in the PEG.
The companies in the scope of the offer are:
- Worldline, Public limited company
with a capital of €190,724,323.28, whose registered office is
located at 1, place des Degrés - Tour Voltaire - 92800 Puteaux,
and
- companies affiliated with it within
the meaning of Article L. 225-180 of the French Commercial Code and
Article L. 3344-1 of the French Labor Code, which have joined the
PEG and whose registered office is located in the following
countries: France, Australia, Austria, Belgium, Brazil, Canada,
China, Colombia, Czech Republic, Denmark, Estonia, Finland,
Germany, Greece, Hong Kong, India, Indonesia, Italy, Japan, Latvia,
Lithuania, Luxembourg, Malaysia, Malta, Mexico, Norway,
New-Zealand, the Netherlands, Poland, Romania, Singapore, Spain,
Sweden, Switzerland, Taiwan, Thailand, Turkey, the United Kingdom
and the United States of America, subject to having received the
required local authorizations in some of these countries.
Proposed subscription
formula
The beneficiaries will be able to subscribe to a
so-called “classic” formula with a 20% discount and a matching
contribution within the framework of the Worldline Group Savings
Plan, under which subscribers will be fully exposed to fluctuations
in the Worldline share price.
Other subscription
conditions
- Existence or not of a preferential
subscription right in case of capital increase: this offering does
not include a preferential subscription right.
- Terms and conditions of the
subscription: the shares will be subscribed through a FCPE.
However, by way of exception, in Denmark, Germany, Greece, Italy,
Japan, Spain and the United States of America where the shares will
be subscribed directly.
- Matching contribution: the
subscriptions will be matched on the basis of one share offered for
one share subscribed, up to a maximum of eight Worldline
shares.
- Voting rights: the voting rights of
the holders of the FCPE units shall be exercised during the General
Shareholders’ Meeting of Worldline by the FCPE Supervisory Board or
directly by the subscribing employees in the countries where the
shares are subscribed directly.
- Subscription cap: the beneficiaries
payments shall not exceed, in accordance with article L. 3332-10 of
the French Labor Code (Code du travail), one-fourth of their gross
annual remuneration.
- Lock-up period applicable to mutual
fund shares or Worldline shares: the subscribers to the offer will
have to keep the units of the company mutual fund or the shares
subscribed directly for a period of five years (until March 8, 2027
inclusive), except in the occurrence of an early release
event.
Indicative timeline of the
offering
- Subscription period: between
December 8, 2021 and January 7, 2022 (inclusive).
- Indicative settlement date: March
8, 2022.
These dates are provided for information only
and are subject to change.
Listing
The admission of the newly issued Worldline
shares to trading on Euronext Paris (ISIN Code: FR0011981968) is
scheduled to occur as of March 8, 2022, on the same listing line of
the existing shares.
Special note regarding the international
offering
This press release does not constitute an offer
to sell or a solicitation for the purchase of Worldline shares.
The offering of Worldline shares reserved to
employees will be conducted only in countries where such an offer
has been registered with the competent local authorities and/or
following the approval of a prospectus by the competent local
authorities, or in the context of an exemption from the obligation
to prepare a prospectus or register the offer. More generally, the
offer will only be made in countries where all required
registrations and/or notifications have been made and approvals
obtained.
This press release and its copies are not aimed
for, and therefore should not be sent to, countries in which such
prospectus would not have been approved or where such an exemption
is not available or in which any required filing procedures and/or
notifications would not have yet been made, or in which the
required authorizations would not have been obtained.
Contacts
Employee
The beneficiaries may address all questions
regarding this offering to the contact person specified in the
documentation related to the subscription made available to
employees.
Investor
Relations
Laurent Marie+33 7 84 50 18
90laurent.marie@worldline.com
Benoit d’Amécourt+33 6 75 51 41
47benoit.damecourt@worldline.com
Communication
Sandrine van der Ghinst+32 499 585
380sandrine.vanderghinst@worldline.com
Hélène Carlander+33 7 72 25 96
04helene.carlander@worldline.com
About
WorldlineWorldline [Euronext: WLN] is a European
leader in the payments and transactional services industry and #4
player worldwide. With its global reach and its commitment to
innovation, Worldline is the technology partner of choice for
merchants, banks and third-party acquirers as well as public
transport operators, government agencies and industrial companies
in all sectors. Powered by over 20,000 employees in more than 50
countries, Worldline provides its clients with sustainable, trusted
and secure solutions across the payment value chain, fostering
their business growth wherever they are. Services offered by
Worldline in the areas of Merchant Services; Terminals, Solutions
& Services; Financial Services and Mobility &
e-Transactional Services include domestic and cross-border
commercial acquiring, both in-store and online, highly-secure
payment transaction processing, a broad portfolio of payment
terminals as well as e-ticketing and digital services in the
industrial environment. In 2020 Worldline generated a proforma
revenue of 4.8 billion euros. worldline.com
Worldline’s corporate purpose (“raison d’être”)
is to design and operate leading digital payment and transactional
solutions that enable sustainable economic growth and reinforce
trust and security in our societies. Worldline makes them
environmentally friendly, widely accessible, and supports social
transformation.
Disclaimer
This document contains forward-looking
statements that involve risks and uncertainties, including
references, concerning the Group's expected growth and
profitability in the future which may significantly impact the
expected performance indicated in the forward-looking statements.
These risks and uncertainties are linked to factors out of the
control of the Company and not precisely estimated, such as market
conditions or competitors’ behaviors. Any forward-looking
statements made in this document are statements about Worldline’s
beliefs and expectations and should be evaluated as such.
Forward-looking statements include statements that may relate to
Worldline’s plans, objectives, strategies, goals, future events,
future revenues or synergies, or performance, and other information
that is not historical information. Actual events or results may
differ from those described in this document due to a number of
risks and uncertainties that are described within the 2020
Universal Registration Document filed with the French Autorité des
marchés financiers (AMF) on April 13, 2021 under the filling
number: D.21-0303 and its Amendment filed on July 29, 2021 under
the filling number: D. 21-0303-A01.
Worldline does not undertake, and specifically
disclaims, any obligation or responsibility to update or amend any
of the information above except as otherwise required by law.
This document is disseminated for information
purposes only and does not constitute an offer to purchase, or a
solicitation of an offer to sell, any securities in the United
States or any other jurisdiction. Securities may not be offered or
sold in the United States unless they have been registered under
the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”) or the securities laws of any U.S. state, or are exempt from
registration. The securities that may be offered in any transaction
have not been and will not be registered under the U.S. Securities
Act or the securities laws of any U.S. state and Worldline does not
intend to make a public offering of any such securities in the
United States.
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