Paris La Défense, 17 September 2020
Capital increase reserved for employees
Albioma announces the carrying out of a capital increase reserved for eligible employees and former employees of the Group, as from 21 September 2020.
As a reflection of its commitment to expand and, in the medium-term, establish a solid employee shareholding, the Group is hoping that this programme, which allows to indirectly invest in Albioma stock on preferential terms while also benefiting from a favourable tax regime, will ensure staff have a real stake in its future performance, by aligning their interests with those of shareholders.
The main terms of this programme are set out below.
Albioma, a limited liability company with a share capital of €1,216,676.35, with its registered office at 77 Esplanade du Général de Gaulle, 92081 Paris La Défense, and registered as number 775 667 538 with the Nanterre Trade and Companies Registry (hereinafter, the “Company”).
Listed on Euronext Paris (France), Compartment B.
ISIN Code: FR0000060402.
Purpose of the programme
This purpose of this programme is to give employees a stake in the Group’s results and future success by aligning their interests with those of shareholders. It allows eligible Group employees to directly invest in Albioma stock on preferential terms while also benefiting from a favourable tax regime.
Framework for the programme
Resolution 17 of the Company's Combined General Shareholders’ Meeting of 27 May 2019 empowered the Board of Directors to decide to issue shares and/or securities convertible to share capital, immediately or in the future, to members of company or group savings plans established jointly by the Company and French or foreign affiliates in accordance with the provisions of Article L. 225-180 of the French Commercial Code and Article L. 3344--1 of the French Labour Code, up to a maximum of 0.75% of the Company’s share capital.
Pursuant to these powers, at its 2 March 2020 meeting the Board of Directors resolved to issue, with waiving of preferential subscription rights in favour of members of the Albioma group savings plan established in accordance with Articles L. 3332-18 et seq. of the French Labour Code by the Company and its subsidiaries with registered offices in France, a maximum of 156,600 Company shares.
These shares may be subscribed via a pass-through mutual fund, called “FCPE Albioma Relais 2020”, that will be reserved for employees and former employees (retirees) of the Company and of its subsidiaries with registered offices in France that are eligible under the rules of the Albioma group savings plan.
Following the subscription period, the plan is for FCPE Albioma Relais 2020 to merge with the Company employee savings fund, “FCPE Albioma”, following the corresponding decision of the Supervisory Boards of the aforementioned funds.
Terms and conditions of subscription
This capital increase will be open to employees and former employees (retirees) of the Company and of its subsidiaries with registered offices in France, with at least three months’ service with the Company or one of its subsidiaries by the end of the subscription period.
Former employees (retirees) of the Company and of its subsidiaries with registered offices in France must continue to be investors in the company and inter-company savings plans to qualify for the offer.
Beneficiaries must subscribe via FCPE Albioma Relais 2020, which is to merge with FCPE Albioma following approval by the Supervisory Boards of said funds. FCPE Albioma Relais 2020 received authorisation from the French Financial Markets Authority (AMF - Autorité des Marchés Financiers) on 10 March 2020.
The employee’s investment will thus track the Albioma share price, both up and down.
Subscription for shares will allow employees subscribing for the offer to obtain a matching contribution from their employer subject to the terms and conditions and limits set out in the rules of the Albioma group savings plan and applicable laws and regulations.
The total subscription of each participant will be limited to 25% of the gross annual compensation received in 2019 from the Company or one of its subsidiaries. The position of employees whose contract has been suspended and thus received no compensation in 2019, of employees who retired or took early retirement from the Company or one of its subsidiaries in 2019 is assessed in accordance with the rules of the Albioma group savings plan, this maximum subscription notwithstanding the provisions of Article L. 3332-10 of the French Labour Code.
How shares are held – Exercise of voting rights
Subscription to the share capital increase will be via FCPE Albioma Relais 2020, which will merge with FCPE Albioma following completion of this programme. Voting rights on the securities held by this fund will be exercised by the Supervisory Board of FCPE Albioma in accordance with its rules.
The subscription price is set at €34.48. This is the average opening price of the Albioma stock over the 20 trading sessions between 19 August 2020 and 15 September 2020 (both inclusive), net of a 20% discount.
The offer beneficiaries may subscribe for the offer from 21 September 2020 to 12 October 2020 (both inclusive).
The fund units subscribed as part of the offer must be retained for five years, except in the event of one of the early release scenarios provided for in Articles L. 3332-25 and R. 3324-22 of the French Labour Code.
Capital increase and listing of shares
The capital increase and the delivery of Albioma shares as part of the offer should take place on 30 October 2020. A request for admission to trading of Albioma shares issued as part of this offer on Euronext Paris will be done as soon as possible after the capital increase, on the same market listing as the existing shares.
This press release is provided for information purposes only and does not constitute an offer or solicitation to subscribe for securities.
Should beneficiaries have any query regarding the offer, they should contact their human resources manager and/or any other person as specified in the offer documents provided to them prior to commencement of the subscription period.
This press release constitutes the information document required to benefit from the exemption from publishing a prospectus provided for in Article 1 (4) (i) and (5) (h) of Regulation (EU) 2017/1129 of 14 June 2017.
Next update: Q3 2020 revenue on 28 October 2020 (after trading).
|An independent renewable energy producer, Albioma is committed to the energy transition thanks to biomass and photovoltaics. |
The Group, which operates in French Oversees Departments and Regions, Mauritius and Brazil, has developed a unique partnership over 25 years with the sugar industry, to produce renewable energy from bagasse, a fibrous residue from sugar cane.
Albioma is also the leading generator of photovoltaic power in French Oversees Departments and Regions, where it constructs and operates innovative projects with integrated storage capabilities.
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|Albioma shares are listed on EURONEXT PARIS (compartment B) and eligible for the PEA equity savings plans and for deferred settlement service (SRD) (ISIN FR0000060402 – ticker symbol ABIO).||www.albioma.com |