[Press Release] Iliad launches Up2Share, its first employee share
offer
Paris, 25th march 2019
Iliad launches Up2Share, its first
employee share offer
Iliad Group announces the launch of
Up2Share, its first employee share offer. The
offer is proposed to approximately 8.100 employees of the Group in
France and in Italy, with the aim to associate employees with the
development and performance of Iliad. The settlement and delivery
of the new shares shall take place on June 18, 2019.
The main terms and conditions of the offer are
described hereafter.
ISSUER
Iliad SAListing: Euronext ParisOrdinary share
with ISIN code: FR0004035913
FRAMEWORK OF THE PLAN – SECURITIES
OFFERED
On December 10, 2018, the Board of Directors of
Iliad has approved the principle of implementation of an employee
share offer to the benefit of members of the Group savings plan (in
French "Plan d'Epargne Groupe" or "PEG") in accordance with
provisions of Articles L. 3332-18 et seq. of the French Labor Code,
up to a maximum of 295 180 shares. The Board has established the
main features of the offer and delegated to the Chief Executive
Officer the powers necessary to implement the offer.
The decision dated December 10, 2018 expressly
stated that such employee share plan can be carried out by selling
existing shares. The Board has also decided that the offer can also
take the form of subscription of new shares, in case of adoption by
shareholders of a resolution delegating to the board the power to
implement share capital increases reserved to members of the
employee savings plan no later than on the day of the decision to
launch the offer which sets the dates of the
subscription/revocation period and the subscription price of the
shares.
It is expected that the dates of the
subscription/revocation period and the subscription price of the
shares will be set on May 21, 2019.
SUBSCRIPTION CONDITIONS
Beneficiairies:
The Offer is intended for employees of Iliad and
Iliad Group entities, in which more than 65% of the share capital
is held by Iliad and which are members of the PEG, who completed a
period of employment of at least three months between January 1st
2018 and the last day of the subscription/revocation period, on
consecutive or discontinued basis, as well as to the corporate
officers of entities with a regular workforce of between 1 and 250
employees, as provided for by the French Labor Code.
The Offer will also be open to all employees of
the Italian companies of the Iliad Group, in which more than 65% of
share capital is held by Iliad and which are members of the
International Group Savings Plan (PEGI), set up for the first time
in connection with this Offer. The eligibility conditions are the
same for the PEG and PEGI.
The offer is also open in France to the
employees on retirement or pre-retirement having kept assets in the
PEG since their departure from the Group.
Subscription price:
The reference price will be recorded by the
Board of Directors or by the Chief Executive Officer, acting upon
delegation of the Board of Directors, expected to be take place on
May 21, 2019 and will be equal to the daily Volume Weighted Average
Prices (VWAP) of Iliad share on Euronext during the 20 trading
dates preceding that date. The subscription price will be equal to
the reference price reduced by a discount of 20%.
Subscription Formula:
Employees participating in the context of the
PEG (French entities) will have choice between two investment
formulas by subscribing for shares in two compartments of an
employee shareholding fund (FCPE Iliad approved by the French
Financial Markets Authority under number FCE20190021) invested in
Iliad shares and created for this purpose:
The "Classic" offering in which the subscriber
invests in Iliad shares, at the 20% discounted price. Any
investment made under the "Classic" offering carries the risk of
capital loss as it will follow the upward and downward fluctuations
of the Iliad share price.
The "Leveraged" offering in which the subscriber
benefits from a protection on the amount of his/her initial
investment and a multiple of the protected average increase of the
share price. The protected average increase of the share price will
be determined in relation to the reference price (not discounted).
In return for the advantages of this formula, subscribers will not
benefit from the dividends and other distributions made in
connection to the shares held by the FCPE Iliad, these amounts
being paid back to the bank that structured the formula.
Whatever the subscription formula chosen, the
subscriber benefits from an employer matching contribution
corresponding to 100% of his/her personal contribution, up to 400
Euros gross.
In Italy, only a "Classic" offering is offered
with subscription of shares at a discounted price and direct
shareholding. An employer matching contribution will also be
offered, with allocation of a share for free for each share
subscribed, up to 400 Euros. In the absence of a "Leveraged"
offering, all investment requests by employee in Italy must be
submitted during the subscription period directly, without prior
reservation.
Lock-up Period:
In accordance with provisions of Article
L.3332-25 of the French Labor Cade, the shares subscribed directly
as well as the FCPE units are subject to a lock-up period of five
years, except in the event of occurrence of an early release case
as provided for in articles L.3332-25 and R.3324-22 of the French
Labor Code.
Exercise of voting rights:
The subscription is carried out in France
through the FCPE Iliad and in Italy in form of direct
shareholding.
For shares subscribed and held in the FCPE
Iliad, voting rights attached to these shares will be exercised by
the supervisory board of the FCPE Iliad. With respect to shares
held directly by subscribes, the voting rights will be exercised by
subscribers themselves.
Investment limits:
Total payments into the savings plan are limited
per year to 25% of the gross annual compensation (in the case of
the "Leveraged" formula, the calculation being made taking into
account the shares subscribed with the bank contribution). The
voluntary payment may not be less than 15 Euros per formula, or the
subscription price of a share in respect of the investment in the
offer proposed in Italy. A reduced threshold is applied to payments
in the "Leveraged" offering for employees who have not made a
reservation.
PROVISIONAL TIMETABLE FOR THE
OFFER
The timetable below is provided for information
purposes only and is subject to modifications due to any event
affecting the smooth completion of the plan.
Reservation Period: from March 26 to April 16,
2019.Subscription Price to be set: expected to take place on May
21, 2019.Subscription/revocation Period: expected to take place
from May 22 to May 26, 2019.Settlement-delivery of the shares:
expected to take place on June 18, 2019.
LISTING OF THE SHARES
In the event of completion of the offer by
issuance of new shares, request for admission to trading on
Euronext Paris (ISIN Code: FR0004035913) will be filed as soon as
the capital increase is completed.
HEDGING TRANSACTION
The implementation of the financial mechanisms
relating to the "Leveraged" offering may require hedging
transactions to be fulfilled by the financial institution
counterparty to the swap agreement, prior to the implementation of
the offering, and throughout the duration of the offering.
This press release is available on the website
www.iliad.fr/en
About Iliad
Iliad is the parent company of Free, the
inventor of the Freebox, the first multiservice box on ADSL. Free
is behind numerous innovations in the Broadband and Ultra-Fast
Broadband access segment (VoIP, IPTV, flat-rate calling plans to
multiple destinations, etc.). In December 2018, Free launched the
Freebox Delta, a mind-blowing fusion of innovation with 10G Fiber
technology, xDSL+4G, the amazing Devialet sound… Free is the number
one alternative Fiber operator in France. Since January 2012,
Free has brought mobile phone usage within everyone's reach with
straightforward, no‑commitment offerings at very attractive prices.
As at December 31, 2018, Free had nearly 20 million
subscribers in France (6.4 million Broadband and Ultra-Fast
Broadband subscribers and 13.4 million mobile subscribers). On May
29, 2018, the Group launched its mobile network in Italy under the
Iliad brand, becoming the country’s fourth operator, and had over
2.8 million subscribers at December 31, 2018. The Group employs
10.000 people.
|
Exchange: Euronext Paris |
Market place: Eurolist A of Euronext Paris
(SRD) |
| Ticker symbol:
ILD |
ISIN: FR0004035913 |
| FTSE classification:
974 Internet |
Member of Euro Stoxx, SBF 120, CAC
Mid 100 |
The present document is established in
accordance with provisions of Articles 212-4 5° and 212-5 6° of the
General Regulations of the French Market Authority (AMF) and
Article 19 of the AMF Circular DOC-2016-14.