Capital increase reserved for Nexans Group employees
Capital increase reserved for Nexans
Group employees
_PRESS RELEASE_
Paris, on
April
29,
2022 – Nexans will implement its
10th employee share offering at the beginning of the second half of
2022. This transaction will result in a share capital increase of
the Nexans company of a maximum of 500,000 shares. The settlement
and delivery of the shares is scheduled for July 26, 2022.
This employee shareholding plan, which is in
line with the policy of developing the employee shareholding within
the Nexans Group, will cover 25 countries. Nexans wishes to
associate its employees with the Group’s development, both in
France and abroad.
For the first time, employees will be able to
participate in the Group's decarbonization effort, as Nexans will
use part of the funds raised for projects to reduce greenhouse gas
emissions, increase energy efficiency and circular economy. Nexans
will be the first French issuer to propose this type of
initiative.
This transaction, called “Nexans Act 2022”, will
consist in a unique offering including a leverage effect and an
investment guarantee which could be adjusted, according to the
country, in the form of a similar offering complying with the main
offering’s objectives, while taking into account local tax and
legal requirements.
The main terms and conditions of this offering are described
hereinafter.
FRAMEWORK OF THE TRANSACTION
– OFFERED SHARES
The shareholders of Nexans, at the combined
General Shareholders’ Meeting of May 12, 2021, authorized the Board
of Directors of Nexans, to decide to increase the share capital of
Nexans, in one or more occasions, to a maximum nominal amount of
(i) 400,000 euros, through the issuance of new shares reserved for
employees of the Nexans company and the French and foreign
companies related to it, pursuant to Articles L.225-180 of the
French Commercial Code and L.3344-1 of the French Labor Code, and
who are members of an employee savings plan, and (ii) and to a
maximum nominal amount of 100,000 euros, through the issuance of
new shares reserved for a financial institution, structuring at the
Company’s request an alternative employee shareholding plan in some
countries within the scope.
In accordance with this delegation, the Board of
Directors decided on November 8, 2021 of the principle of an
issuance of ordinary shares to the employees members of the Group
Savings Plan.
The CEO of Nexans, acting on delegation of the
Board of Directors, will decide the final terms and conditions of
the transaction by a decision expected to occur on June 22, 2022;
at this date, notably, he will set the subscription price of the
newly-issued shares, which will be equal to the “Reference Price”
(average of the opening price of the Nexans share on the regulated
market of Euronext Paris during 20 days preceding this date) less a
20% or 30% discount, depending on the country.
MAIN TERMS AND CONDITIONS OF THE EMPLOYEE
SHAREHOLDING TRANSACTION
- Beneficiaries of the share offering
reserved for employees: the beneficiaries of the offering are (i)
the employees, and the corporate officers under the conditions
provided for by Article L.3332-2 of the French Labor Code, of the
companies in the offering scope, members of the Group Savings Plan
France or the International Group Savings Plan, and that are able
to justify a three-month seniority within the Group at the closing
date of the revocation period and (ii) the early retirees and
retirees of the French companies of the Group who have maintained
assets within the Group Savings Plan France since they left the
Group.
- Companies in the offering scope:
companies of the Nexans Group, having their registered office in
France or abroad (i) in which Nexans S.A. holds directly or
indirectly more than 50% of their share capital, (ii) which will
have become members of the Nexans Group Savings Plan France or the
Nexans International Group Savings Plan and (iii) which are located
in one of the twenty-five following countries: Australia, Belgium,
Brazil, Canada, Chile, China, Colombia, France, Germany, Ghana,
Greece, Italy, Ivory Coast, Japan, Lebanon, Morocco, New Zealand,
Norway, Peru, South Korea, Spain, Sweden, Switzerland, Turkey, and
United-States.
- Terms and conditions of
subscription: the shares will either be subscribed as registered
shares, or through a fonds commun de placement d’entreprise
(“FCPE”), in accordance with the applicable regulation and/or
applicable tax legislation in the various countries of residence of
the beneficiaries of the capital share increase.
- Subscription formula: the employees
will be able to subscribe to Nexans shares through a FCPE (except
local particular restrictions) within the scope of the unique
subscription formula including a secured leverage effect allowing
these employees to benefit from a guarantee, in euros, for their
initial investment. In some countries, employees will receive a
Stock Appreciation Right in which the amount will be indexed by
applying a comparable formula to the one offered in the leveraged
formula. Employees participating in the offering will benefit from
a matching contribution from Nexans, under the conditions described
in the documentation specifically related to the offering.
- Lock-up period applicable to the
Nexans shares or to the corresponding FCPE units: the of the
offering shall hold the shares or the corresponding FCPE units for
a five-year period, i.e. until July 26, 2027, unless an early
release event occurs.
- Exercise of the voting rights
attached to the shares: when the shares will be subscribed and held
through a FCPE, the voting rights attached to these shares will be
exercised by the Supervisory Board of the concerned FCPE; when the
voting rights will be held in registered form, the voting rights
will be exercised individually by the employees involved.
- How the funds will be allocated:
Nexans undertakes to allocate at least 25% of the total amount
subscribed to Act 2022 or at least 10 million euros (within the
limit of the total amount subscribed) to finance internal
environmental projects developed by the Group (reduction of
greenhouse gas emissions, improvement of energy efficiency,
circular economy). These projects and the allocation of the funds
will meet the eligibility criteria, reporting commitments and
governance framework defined by Nexans.
SCHEDULE OF THE TRANSACTION
- Reservation period: from May 9,
2022 (inclusive) to May 24, 2022 (inclusive);
- Determination and communication of
the subscription price: June 22, 2022;
- Revocation period: from June 23,
2022 (inclusive) to June 28, 2022 (inclusive);
- Settlement and delivery of the
shares: July 26, 2022.
HEDGING TRANSACTION
The implementation of the leveraged formula
involves hedging transactions from the banking institution
structuring the offering, in particular through purchases and/or
sales of Nexans shares, loans or borrowings of Nexans shares,
purchases of call options on Nexans shares and/or any other
transactions, at any time and in particular as from the opening
date of the period for setting the Reference Price and throughout
the duration of the transaction.
LISTING
The listing of the newly-issued Nexans shares to
be traded on the regulated market of Euronext Paris (ISIN Code:
FR0000044448), on the same listing line as the existing shares,
will be requested as soon as possible following the completion of
the capital increase scheduled for July 26, 2022.
SPECIFIC MENTION
REGARDING THE
INTERNATIONAL OFFERING
This press release does not constitute an
offering to sell or a solicitation to subscribe for Nexans shares.
The offering of Nexans shares reserved for employees will only be
implemented in the countries where such an offering has been
registered with and/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 of the
requirement to prepare a prospectus or to register or notify the
offering.
More generally, the offering will only be
implemented in countries where all required filing procedures
and/or notifications have been completed and the required
authorizations have been obtained.
CONTACT FOR THE BENEFICIARIES OF THE
OFFERING
The beneficiaries may address all questions
regarding this offering to their Human Resources department and/or
any other person as specified in the documents provided to the
beneficiaries.
About Nexans
For over a century, Nexans has played a crucial
role in the electrification of the planet and is committed to
electrify the future. With around 25,000 people in 42 countries,
the Group is leading the charge to the new world of
electrification: safe, sustainable, renewable, decarbonized and
accessible to everyone. In 2021, Nexans generated 6.1 billion euros
in standard sales. The Group is a leader in the design and
manufacturing of cable systems and services across five main
business areas: Energy Generation & Transmission, Distribution,
Usages, Industry & Solutions and Telecom & Data. Nexans is
the first company of its industry to create a Foundation supporting
sustainable initiatives bringing access to energy to disadvantaged
communities worldwide. The Group pledged to contribute to carbon
neutrality by 2030.
Nexans. Electrify the future.
Nexans is listed on Euronext Paris, compartment A. For more
information, please visit www.nexans.com
Contacts:
Communication Elyette
Rouxelyette.roux@nexans.com Minaa El
BazTél. : +33 (0)1 78 15 04 65minaa.el_baz@nexans.com |
Investor
relations Elodie
Robbe-MouillotTél. : +33 (0)1 78 15 03
87elodie.robbe-mouillot@nexans.com |
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