VALLOUREC pursues its employee shareholding Policy (Value 17)
(Thomson Reuters ONE) -
Press Release
Vallourec pursues its employee shareholding policy
Boulogne-Billancourt, 5 September 2017 - Vallourec announces the implementation
of a new employee share ownership offering for the tenth consecutive year.
This offering, called "Value 17", concerns a maximum of 6,750,000 newly-issued
shares representing 1.50% of the company's share capital on the date of this
press release. It will be open to Vallourec employees in 11 countries[1],
representing approximately 95% of the employees of the Group.
The nine previous "Value" offerings generated a high participation rate among
Group employees and were all very successful. Employee shareholders held 3.42%
of Vallourec's share capital on 30 June 2017 and are represented on the
Supervisory Board.
Details of the conditions for the "Value 17" employee share ownership offering
Beneficiaries
Subject to any locally required authorizations, the "Value 17" offering will be
open to employees (and beneficiaries and similar parties) of Vallourec and of
those of its subsidiaries over which it holds, directly or indirectly, the
majority of the share capital and which have registered offices in one of the
following countries: Germany, Brazil, Canada, China, the United Arab Emirates,
the United States, France, Malaysia, Mexico, the United Kingdom and Singapore,
i.e. approximately 95% of the Group's current employees.
Indicative calendar for the offering
Based on the indicative calendar, the reservation period will be open from 11
September 2017 to and including 29 September 2017. The subscription price will
be equal to the average opening price of Vallourec's shares on the Euronext
Paris during the twenty trading days preceding the date on which the
subscription/revocation period is established, discounted by 20% for the classic
formula and 15 % for the leverage formula, and rounded up to the nearest euro
cent. The subscription price is expected to be determined on 8 November 2017.
The subscription/revocation period would be open from 13 November 2017 to and
including 16 November 2017. The capital increase should take place on 14
December 2017.
Share offering
The "Value 17" is an offering of a maximum of 6,750,000 ordinary shares,
representing close to 1.50% of the company's share capital on the date of this
press release. The new shares will carry dividend rights as from the date of
their issuance.
Subscription procedures
Two formulas will be offered in France: a classic formula (i.e. share
subscription with a 20% discount, supplemented by an employer contribution
through an FCPE), and a leverage formula (i.e. share subscription with a 15%
discount, supplemented by an employer contribution through an FCPE). Outside of
France, only a leverage formula will be offered. The leveraged formula proposed
within the framework of the "Value 17" offering is intended to guarantee the
employee's personal contribution and the net employer's contribution (for those
countries in which the contribution is made by means of a cash payment) which
he/she receives under the terms of the "Value 17" offering (subject to the
effects of foreign exchange rate fluctuations, any applicable tax and social
security contributions and the consequences of a potential unwinding of the
exchange transaction) and to allow him/her to benefit from a multiple of the
protected average increase of the share price compared to the reference price
between the date of the capital increase and 1(st) July 2022. The structure of
this formula will differ from one jurisdiction to another in order to comply
with local regulations and/or to take advantage of specific tax provisions that
may be more favorable for employee subscriptions, while ensuring comparable
economic advantages to all eligible employees (in particular through a specific
leveraged FCPE or a direct subscription for shares (or a cash deposit by the
employee) supplemented by the grant of stock appreciation rights (SARs) by the
employer). In France, Germany, Brazil, the United Arab Emirates, Mexico and the
United Kingdom, the leveraged formula will be supplemented by an employer
contribution in cash also invested in the specific leveraged FCPEs, and in
Canada, China, the United States, Malaysia and Singapore by a grant of free
shares, newly issued or existing shares (up to a maximum of 15,000 shares), or a
deferred cash bonus. Eligible employees will be informed of the terms and
conditions that apply in their jurisdiction.
Lock-up period
Shares or FCPE units subscribed for by the employees or the cash deposits made
by employees, as the case may be, will be unavailable until 30 June 2022
inclusive except in cases of early release. The Supervisory Board of each FCPE
holding shares will exercise the voting rights associated with such shares. The
financial institution, who subscribes for shares under the SAR formula, has
undertaken to vote in the same manner as the Supervisory Board of the leveraged
FCPE being offered to French, UK and German employees.
Hedging
The financial mechanisms underlying the leverage formula require hedging
transactions to be carried out on the open market by the financial institutions
that structure the formula. These hedging transactions may be carried out by
these institutions as from the publication of this press release and during the
duration of the transaction. Based on Vallourec's subscription assumptions, the
impact of such transactions on the price of Vallourec shares is expected to be
limited.
"U.S. Person" advertisement
FCPE units cannot be offered or sold, either directly or indirectly in the
United States of America (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 web site of the management company: www.amundi.com.
Persons wishing to subscribe for FCPE units certify that they are not "U.S.
Persons". Any Unit holder must immediately inform the management company in the
event he will become 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 otherwise it would not have
suffered.
About Vallourec
Vallourec is a world leader in premium tubular solutions for the energy markets
and for demanding industrial applications such as oil & gas wells in harsh
environments, new generation power plants, challenging architectural projects,
and high-performance mechanical equipment. Vallourec's pioneering spirit and
cutting edge R&D open new technological frontiers. With close to 19,000
dedicated and passionate employees in more than 20 countries, Vallourec works
hand-in-hand with its customers to offer more than just tubes: Vallourec
delivers innovative, safe, competitive and smart tubular solutions, to make
every project possible.
Listed on Euronext in Paris (ISIN code: FR0000120354, Ticker VK) and eligible
for the Deferred Settlement System (SRD), Vallourec is included in the following
indices: SBF 120 and Next 150.
In the United States, Vallourec has established a sponsored Level 1 American
Depositary Receipt (ADR) program (ISIN code: US92023R2094, Ticker: VLOWY).
Parity between ADR and a Vallourec ordinary share has been set at 5:1.
www.vallourec.com
Follow us on Twitter (at)Vallourec
For further information, please contact:
Investor relations Press relations
Alexandra Fichelson Héloïse Rothenbühler
Guilherme Camara
Tel: +33 (0)1 49 09 39 76 Tel: +33 (0)1 41 03 77 50 / +33 (0)6
Investor.relations(at)vallourec.com 45 45 19 67
heloise.rothenbuhler(at)vallourec.com
Individual shareholders
Toll Free Number (from France):
0 800 505 110
actionnaires(at)vallourec.com
--------------------------------------------------------------------------------
[1] Germany, Brazil, Canada, China, the United Arab Emirates, the United States,
France, Malaysia, Mexico, the United Kingdom and Singapore.
Pdf file :
http://hugin.info/143606/R/2131671/814576.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: VALLOUREC via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 05.09.2017 - 17:46 Uhr
Sprache: Deutsch
News-ID 558793
Anzahl Zeichen: 10231
contact information:
Town:
BOULOGNE BILLANCOURT CEDEX
Kategorie:
Business News
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