Aramis Group - Employee shareholding plan « SHARE 2022 »
PRESS RELEASE
Arcueil, 28 January
2022
Employee shareholding
plan « SHARE
2022 »
Aramis Group announces the launch of the
employee shareholding plan entitled « Share 2022 » under
the framework of articles L. 3332-18 et seq. of the French Labor
Code (Code du travail). This operation, undertaken in four
countries, aims to associate the group’s employees more closely
with its growth and future performance.
DETAILS OF THE
TRANSACTION
ISSUER
Aaramis Group
Euronext Paris (France)
Common share ISIN code: FR0014003U94
GOALS OF THE
OFFERING – PURPOSES
AND SHARES OFFERED
Pursuant to the authorization granted by the
General Shareholders’ Meeting held on June 7, 2021 under the 18th
and 19th resolutions, the Board of Directors of Aramis Group
decided on September 14, 2021 to issue shares reserved for
employees under the framework of articles L. 3332-18 et seq. of the
French Labor Code (Code du travail) and article L. 225-138-1 of the
French Commercial Code (Code de commerce). The Board of Directors
set on the same meeting the main terms and conditions of the
offering and delegated to the Chairman and CEO the power to
implement the offering.
The subscription price will be set by the
Chairman and CEO by applying a 30 % discount to the reference
price.
The capital increase will amount to a maximum of
0.5 % of the share capital, i.e. 414,142 shares, and the
transaction will be carried out without preferential subscription
rights.
The newly created shares will carry entitlement
upon issuance.
CONDITIONS OF THE
SUBSCRIPTION
Beneficiaries of the share offering reserved for
employees:
The beneficiaries of the offering are employees
of the companies in the offering perimeter that are member of the
group savings plan (PEG) and who have at least three months of
seniority, consecutive or not, on February 21, 2022, the closing
date of the subscription. The employees will have to be still
employed in the group on the closing date of the subscription.
Companies in the offering perimeter:
The offering perimeter extends to the French
entities (Aramis Group, Aramisauto, The Customer Company, The
Remarketing Company) and foreign entities (Belgium, United Kingdom
and Spain).
Subscription price:
The subscription price will be set by the
Chairman and CEO, acting on delegation of the Board of Directors.
It will be equal to the average of the opening share price of
Aramis Group on Euronext Paris during the twenty trading days
preceding the date of the decision of the Chairman and CEO fixing
the opening of the subscription period, minus a 30 % discount.
Terms and conditions of the subscription:
The employees invest in Aramis Group shares at a
discounted price by subscribing for units in an employee
shareholding fund: the “FCPE ARAMIS GROUP”.
However, by exception, in Spain, the shares will
be subscribed directly.
Voting rights:
The voting rights of the holders of the FCPE
units shall be exercised during the general shareholders’ Meetings
of Aramis Group by the FCPE Supervisory Board or directly by the
subscribing employees in Spain.
Lock-up period:
Pursuant to article L. 3332-25 of the French
Labor Code (Code du travail), the subscribers shall hold their
units of the FCPE or the shares of Aramis Group subscribed directly
for a period of five years, except in the occurrence of an early
release event provided for in article R. 3324-22 of the French
Labor Code (Code du travail) and in accordance with the applicable
local regulations.
Subscription cap:
The beneficiaries’ annual payments shall not
exceed, in accordance with article L. 3332-10 of the French Labor
Code (Code du travail), one-fourth of their gross annual
remuneration.
INDICATIVE TIMELINE OF THE
OFFERING
The timeline below is provided for information
purposes only and may be modified due to events affecting the
proper conduct of the transaction:
Setting date of the subscription price: January
31, 2022
Initial subscription period for the employees:
from February 1, 2022 to February 21, 2022 (inclusive).
Capital increase: scheduled for March 14,
2022
LISTING
The admission of newly-issued Aramis Group
shares to trading on the Euronext Paris (ISIN code: FR0014003U94)
will be requested upon completion of the capital increase.
SPECIAL NOTE REGARDING THE INTERNATIONAL
OFFERING
This press release does not constitute an offer
to sell or a solicitation for the purchase of Aramis Group shares.
The offering of Aramis Group shares reserved for employees will be
conducted only in countries where such an offering has been
registered with the competent local authorities and/or following
the approval of a prospectus by the competent local authorities or
under an exemption of the requirement to prepare a prospectus or
register the offering. In particular, in the United States of
America, the shares have not been and will not be registered under
the Securities Act of 1933. More generally, the offering will only
be conducted in countries where all required filing procedures
and/or notifications have been completed and the required
authorizations have been obtained. This press release and its
copies are not aimed for, and therefore should not be sent to,
countries in which such prospectus would not have been approved or
where such an exemption is not available or in which any required
filing procedures and/or notifications would not have yet been
made, or in which the required authorizations would not have been
obtained.
EMPLOYEE
CONTACT
The beneficiaries may address all questions
regarding this offering to the contact person specified in the
documentation related to the subscription that has been made
available to the employees.
***
About Aramis Group
Aramis Group is a leading European B2C platform
to acquire a used car online and brings together four brands:
Aramisauto, Cardoen, Clicars and CarSupermarket, in France,
Belgium, Spain and the UK respectively. The Group is transforming
the used car market and is putting digital technology at the
service of customer satisfaction with a fully vertically integrated
business model. For the full 2021 fiscal year, Aramis Group
generated revenues of €1.36 billion, sold more than 80,000 B2C
vehicles, and recorded more than 73 million visits to its websites.
At the end of September 2021, the Group had more than 1,800
employees, a network of 60 agencies and three industrial
refurbishing sites. Aramis Group is listed on compartment A of the
Euronext Paris stock exchange (Ticker: ARAMI – ISIN: FR0014003U94).
For more information, visit www.aramis.group.
Investor
contact
Alexandre LeroyHead of investor
relationsalexandre.leroy@aramis.group
+33 (0)6 58 80 50 24
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2022
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