Regulatory News:
Press release - 26 April 2019
From 29 April 2019, Pernod Ricard (Paris:RI) employees will have
the opportunity to take part in their first share ownership plan,
involving 18 countries and representing 75% of the Group’s
workforce. This plan is the result of preparatory work carried out
for almost a year by Group Headquarters and teams from the 18
eligible markets, and it was formally approved by the Board of
Directors on 17 October 2018. All beneficiaries will be able to
purchase Pernod Ricard shares under favourable terms as part of the
Group Savings Plan (GSP) and an International Group Savings Plan
(IGSP). For further details, please refer to the regulatory
communication attached to this press release.
This scheme, called “Accelerate”, is in line with the 3-year
strategic plan “Transform & Accelerate”, focused on
investing for sustainable and profitable long-term growth for all
its stakeholders, beginning with its employees. This inaugural
employee share ownership plan is considered to be an inflexion
point in the new Human Resources strategy currently being rolled
out, as reflected by recently announced initiatives, such as the
launch of a new leadership model, the global roll-out of the HR
Workday solution and all the managerial initiatives covered by the
2030 Sustainability & Responsibility roadmap. With all these
projects, the Group is reaffirming the mindset that drives its
19,000 “Créateurs de Convivialité”, whose commitment continues to
grow. 90% of them state they “understand and adhere to the Group’s
objectives” with 94% saying they are “proud to be part of Pernod
Ricard” (I Say Study, June 2017, conducted by Willis Towers
Watson).
Alexandre Ricard, Chairman and CEO, said, “Our growth has
already reached a certain level and the aim of our three-year
Transform & Accelerate plan is to take us further and faster on
our way to leadership. This ambition cannot be achieved without
fully associating our employees, as they are the driving force
behind this growth. Over 50 years ago our founder, Paul Ricard, was
a pioneer in the field, offering Ricard employees innovative profit
sharing and company savings plans. We are delighted to maintain
this culture, which places the concept of sharing at the heart of
our model and our performance.”
About Pernod Ricard
Pernod Ricard is the world’s n°2 in wines and spirits with
consolidated Sales of €8,987 million in FY18. Created in 1975 by
the merger of Ricard and Pernod, the Group has undergone sustained
development, based on both organic growth and acquisitions: Seagram
(2001), Allied Domecq (2005) and Vin&Sprit (2008). Pernod
Ricard holds one of the most prestigious brand portfolios in the
sector: Absolut Vodka, Ricard pastis, Ballantine’s, Chivas Regal,
Royal Salute and The Glenlivet Scotch whiskies, Jameson Irish
whiskey, Martell cognac, Havana Club rum, Beefeater gin, Malibu
liqueur, Mumm and Perrier-Jouët champagnes, as well Jacob’s Creek,
Brancott Estate, Campo Viejo and Kenwood wines. Pernod Ricard
employs a workforce of approximately 19, 000 people and operates
through a decentralised organisation, with 6 “Brand Companies” and
86 “Market Companies” established in each key market. Pernod Ricard
is strongly committed to a sustainable development policy and
encourages responsible consumption. Pernod Ricard’s strategy and
ambition are based on 3 key values that guide its expansion:
entrepreneurial spirit, mutual trust and a strong sense of
ethics.
Pernod Ricard is listed on Euronext (Ticker: RI; ISIN code:
FR0000120693) and is part of the CAC 40 index.
DETAILS OF THE OPERATION
ISSUERPERNOD RICARDEuronext Paris – Compartment AISIN
code for ordinary shares : FR0000120693 RIShare admitted to
the Deferred Settlement System (SRD)
FRAMEWORK OF THE OPERATION
On 17 October 2018, the Board of Directors of Pernod Ricard (the
"Company") decided on the principle of a sale of Pernod Ricard
shares reserved for eligible employees and corporate officers of
the Company and its affiliates within the meaning of Article L.
225-180 of the French Commercial Code and Article L. 3344-1 of the
French Labour Code who are members of the Pernod Ricard group
savings plan or the Pernod Ricard international group savings plan
(the "Group").
The shares sold to employees will come either from treasury
shares or from the implementation of the share buyback program
decided by the Board of Directors on November 21, 2018 under the
12th resolution adopted by the shareholders on November 21,
2018.
This share offering is offered to all Group employees in France,
Argentina, Australia, Brazil, Canada, China, Germany, Hong Kong,
India, Ireland, Japan, Mexico, New Zealand, Poland, Spain, Sweden,
United Kingdom, USA, who will be eligible to the Pernod Ricard
Group Savings Plan or to the Pernod Ricard International Group
Savings Plan, subject to obtaining the necessary authorisations
from the local authorities.
CONDITIONS OF THE OFFERING
The beneficiaries
The beneficiaries of this share offering are the Group's
eligible employees and corporate officers who are members of the
Pernod Ricard Group Savings Plan or the Pernod Ricard International
Group Savings Plan (the "Beneficiaries").
The eligible corporate officers are those who meet the
conditions of Article L. 3332-2 of the French Labour Code. Both the
eligible employees and corporate officers are those who have been
employed for at least three months.
Number of shares offered
This share offering is proposed to the Beneficiaries within the
limit of 480.000 shares.
The proposed formula
Beneficiaries are offered to acquire Pernod Ricard shares under
a leveraged formula (via an exchange contract with a bank) under
which the Beneficiary who participates in the share offering
receives at least the amount of his personal contribution at
maturity, plus either a guaranteed return of 4% or, if higher, a
multiple of the performance of the Pernod Ricard shares.
In most countries, the acquisition of shares will be made
through an employee shareholding fund (FCPE) created specifically
for the purpose of the employee share ownership offering.
In two countries, the acquisition of shares will be carried out
directly.
Purchase price
The Board of Directors has delegated to the Chairman and Chief
Executive Officer the power to set the purchase price of the
shares, which will be equal to 80% of the average opening price of
the Pernod Ricard share on the Euronext Paris market during the
twenty trading days preceding the day on which it is set. The
purchase price is expected to be set on June 13, 2019.
Individual acquisition limit
The individual investment limit (excluding the bank's
contribution) is 2.5% of gross annual remuneration.
Lock-up period
Participants in the offering must keep the shares subscribed
directly or the FCPE units until July 18, 2024, unless an early
exit event occurs.
Voting rights
The voting rights of the unit holders of the employee
shareholding funds will be exercised at Pernod Ricard's general
meetings by the Supervisory Board of the employee shareholding fund
or directly by the employee subscribers in countries where the
shares are subscribed directly.
INDICATIVE TIMETABLE FOR THE OPERATION
Reservation period: between 29 April and 13 May 2019Purchase
price set on: June 13, 2019Cancellation period: between 19 and 21
June 2019Settlement/delivery of shares: July 18, 2019
These dates are provided for information only and may
change.
HEDGING TRANSACTIONS
The introduction of a leveraged offering may cause the
structuring bank, as a counterpart to the trade, to generate
hedging agreements prior to setting up the share offering, from the
date of the publication of this press release and throughout the
duration of the operation.
Furthermore, the Company intends to acquire a number of shares
up to the maximum number being offered in the offering described
above.
SPECIFIC STATEMENTS FOR INTERNATIONAL
This press release does not constitute an offer of sale or
solicitation for the acquisition of Pernod Ricard shares. The
offering of Pernod Ricard shares reserved for employees will be set
up 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 consideration
of an exemption from the obligation to prepare a prospectus or to
register an offer. In general, the offer will be made only in
countries where all the registration and/or notification procedures
required have been completed and the authorisations obtained. This
press release is not intended for, and therefore copies of it may
not be sent to, countries in which such a prospectus has not been
approved or such an exemption would not be approved or in which all
registration and/or notification procedures required have not yet
been completed or authorisations have not been obtained.
This press release constitutes a communication as required by
the AMF in accordance with Article 19 of Instruction N°2016-04 of
15 January 2018.
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version on businesswire.com: https://www.businesswire.com/news/home/20190426005497/en/
Pernod Ricard ContactsJulia MASSIES / VP, Financial
Communication & Investor Relations +33 (0) 1 41 00 42 02Adam
RAMJEAN / Investor Relations Manager +33 (0) 1 41 00 41 59Fabien
DARRIGUES / External Communications Director +33 (0) 1 41 00 44
86Emmanuel VOUIN / Press Relations Manager +33 (0) 1 41 00 44
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