Regulatory News:
Vivendi SE (Paris:VIV) is launching an employee shareholding
plan reserved for employees of the group through the sale of
treasury shares.
By doing so, Vivendi SE intends to more closely associate its
employees to the group’s development and results.
The payment period will take place from May 31 to June 20, 2022,
inclusive.
The settlement-delivery of the shares is expected to occur on
July 26, 2022. The principal terms and conditions of this offering
are described below.
ISSUER
VIVENDI SE (the “Company”) Registered headquarters: 42, avenue
de Friedland 75008 Paris - France Share capital: € 6,097,090,175.00
Registration number in the Paris Trade and Companies Registry: 343
134 763 Compartment A of NYSE Euronext Paris (France) ISIN code for
ordinary shares: FR0000127771 – VIV Security admitted to the
Deferred Payment Service (Service de Règlement Différé)
FRAMEWORK OF THE OFFERING
On December 13, 2021, the Company’s Management Board decided, in
accordance with applicable law, to launch an employee shareholding
plan in 2020 by way of the sale by the Company of treasury shares
reserved to members of a company savings plan (plan d’épargne
d’entreprise) of the Company and any French or foreign companies
affiliated therewith under the conditions set forth in Article
L.225-180 of the French Commercial Code and Article L.3344-1 of the
French Labor Code, or to set up equivalent arrangements for
employees and corporate officers of certain foreign
subsidiaries.
The shares offered have been repurchased under the authorization
granted by the Combined General Shareholders’ Meeting on April 15,
2019 (27th resolution) and on April 20, 2020 (6th resolution).
The employee shareholding plan reserved for employees of the
group is being made available in the following countries: Germany,
Brazil, Bulgaria, Canada, Spain, France, Mexico, the Netherlands,
Poland, Romania, the United Kingdom, the United States, subject to
obtaining local approvals in certain of these countries.
TERMS OF THE OFFER
Beneficiaries: the beneficiaries of
the reserved employee shareholding plan are employees of the
group’s companies in Germany, Brazil, Bulgaria, Canada, Spain,
France, Mexico, the Netherlands, Poland, Romania, the United
Kingdom and the United States who have become members of the group
savings plan or international group savings plan (plan d’épargne
groupe), regardless of the nature of their employment contract,
subject to their having been employed for at least three months on
the last day of the payment period. A financial institution
mandated by Vivendi SE will provide hedging for the “Opus 20”
leveraged and capital-guaranteed plan.
Maximum Participation Amount:
The Management Board has decided that the number of shares
offered shall be limited to:
- 1,000,000 shares under the standard plan: “Groupe Vivendi
Relais 2022” FCPE, section “Relais Vivendi Epargne” and
- 7,000,000 shares under the Vivendi “Opus 22” leveraged
plan.
Purchase price:
On May 31, 2022, the Chairman of the Management Board acting
pursuant to a resolution adopted by the Management Board at its
meeting held on December 13, 2021, will set the purchase price
which will be equal to 85% of the average opening price of Vivendi
shares on the Euronext Paris market over the twenty (20) trading
days preceding May 31, 2022.
Maximum investment: pursuant to
Article L.3332-10 of the French Labor Code, annual payments made by
the beneficiaries of the offer may not exceed one-quarter of their
gross annual compensation. This legal limit takes into account all
other payments that may be made by employees in connection with a
savings plan of their company and/or of the group.
Lock-up period: pursuant to Article
L.3332-25 of the French Labor Code, employees participating in the
employee shareholding plan will be required to keep the units of
their company mutual funds (Fonds communs de placement
d'entreprises - FCPE) until May 31, 2027, inclusive, except in the
event of an early exit.
Voting rights: The voting rights
attached to shares held in FCPEs will be exercised by the
Supervisory Board of the FCPE. Voting rights attached to shares
subscribed directly will be exercised by participating employees,
or, where applicable, in accordance with the terms and conditions
set forth in the documentation relating to the offer.
Reduction of subscription
requests:
For each plan, if the total number of Vivendi shares requested
by employees is higher than the number of shares offered, a
reduction will be made in accordance with the following
principles:
- in order to allow the greatest number of employees to
participate, the Chairman of the Management Board, to whom all
appropriate powers have been granted, will set a guaranteed minimum
number of shares per participant (equal to the maximum number of
shares offered under the plan divided by the number of participants
to such plan); - a subscription request that is less than or equal
to this minimum number will be accommodated in full; and - a
subscription request that is higher than this minimum number will
be accommodated up to this minimum amount; the portion of the
request that exceeds the minimum number will be reduced
proportionally, up to the maximum number of shares offered under
the plan.
HEDGING TRANSACTIONS
The implementation of the leveraged offer as part of the “Opus
22” plan may result in hedging transactions being carried out by
the financial institution structuring the offer (Société Générale),
as from May 3, 2022 and throughout the duration of the plan.
SPECIAL INTERNATIONAL DISCLAIMER
This press release does not constitute an offer to sell or a
solicitation to purchase Vivendi shares. The offering of Vivendi
shares reserved for employees will only be carried out in those
countries where such an offering has been registered with or
notified to the competent local authorities and/or following the
approval of a prospectus by the competent local authorities or in
consideration of an exemption from the requirement to prepare a
prospectus or register the offering or notify authorities of the
offering. IN PARTICULAR, THE SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED IN THE UNITED STATES UNDER THE SECURITIES ACT OF 1933,
AND WILL ONLY BE OFFERED IN THE UNITED STATES TO ELIGIBLE EMPLOYEES
IN TRANSACTIONS NOT REQUIRING REGISTRATION UNDER SUCH ACT. More
generally, the offering will only be carried out in those countries
where all required filing procedures and/or consultation or
information obligations with respect to organizations representing
employees and/or notifications have been completed and the
necessary authorizations have been obtained. This press release is
not destined for, and copies thereof should not be sent to,
countries in which such a prospectus has not been approved or such
an exemption is not available or where all of the required filing
procedures and/or consultation or information obligations with
respect to organizations representing employees and/or
notifications have not been completed or where the necessary
authorizations have not been obtained.
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