Arkema launches its seventh capital increase reserved for current and former employees of Arkema Group
The terms of the offering are described below.
Framework of the offering
The Shareholders’ Meeting dated May 18, 2018 delegated its powers to the Board of Directors for the purposes of carrying out, on one or several times, by a maximum nominal amount not to exceed € 13.5 million, and within a timeframe not to exceed 26 months, an issuance of shares reserved for the current and former employees of the Group, within the framework of Article L. 225-138-1 of the French Commercial Code and of Article L. 3332-18 et seq. of the French Labor Code.
In accordance with this delegation of powers and in order to reinforce the existing relationship between the Group and its employees by giving them the option of being more closely linked to the Group’s possible future developments and performance, the Board of Directors has decided on October 29, 2019 and January 20,2020 to carry out a capital increase reserved for the current and former employees of the Arkema Group up to a maximum nominal amount of € 13.5 million, and to grant all powers to the Chairman and Chief Executive Officer for the purpose of carrying it out, in particular to determine the subscription price and the subscription period.
This capital increase is offered in France, Australia, Belgium, Brazil, Canada, China, Denmark, Egypt, Eire, Germany, India, Italy, Japan, Malaysia, Mexico, the Netherlands, New Zealand, Philippines, Poland, Romania, Saudi Arabia, Singapore, South Korea, Spain, Sweden, Switzerland, Turkey, the United Arab Emirates, United Kingdom and the United States. Some of these countries’ participation is, however, subject to the receipt of local authorizations in those countries.
On March 3, 2020, the Chief executive officer, through delegated authority of the Board of Directors, set the price and the subscription dates:
- the subscription price at € 68.56. This subscription price is equal to 80% of the average of the opening prices of the Arkema share on the Euronext Paris S.A. market during the twenty trading days preceding this day, i.e. 80% of € 85.70.
- the subscription period will take place from March 6, 2020 to March 19, 2020 (inclusive).
The maximum number of shares that may be issued is 1.35 million, with a nominal value of € 10 (i.e., a total nominal value of € 13.5 million).
Beneficiaries of the issuance: the beneficiaries of the new issuance are:
- the employees of the Group companies that have become members of the Plan d’Epargne Groupe (hereinafter referred to as the “PEG A”) of the Arkema Group who meet a seniority requirement of at least three months at the time of subscription.
- Retired employees or employees on early retirement who became members of the PEG A before their employment activities ended shall remain beneficiaries and, in this capacity, can continue making payments into the PEG A provided they have kept assets in the PEG A and subject to applicable local law.
Type of issuance: this issuance is made without preferential subscription rights. The new Arkema shares shall bear right (date de jouissance) from January 1, 2019 and shall be entitled to dividends paid in 2020.
Subscription ceiling: the beneficiaries must respect an individual subscription ceiling equal to the counter-value of 1,000 discounted Arkema shares. In addition, the annual payments made by the offering’s beneficiaries cannot exceed one quarter of their gross annual remuneration. This legal ceiling takes into account all of the other payments that can be made by employees within the framework of their Company and/or the Group’s Plans d’Epargne (Savings Plans).
Lock-up applicable to the Arkema shares: pursuant to Article L. 3332-25 of the French Labor Code, the current and former employees who have subscribed to the issuance must hold their shares directly or indirectly, for a lock-up period of five years (until April 21, 2025 included), unless one of the early exit events set forth in Articles L. 3324-10, R. 3324-22 of the French Labor Code occurs to employees residing in France. The rules regarding the lock-up period may be adjusted outside of France, as indicated in the local supplement prepared in each country.
In France, employees may allocate the premium derived from their profit-sharing plans (“intéressement et participation”), if applicable and benefit from a matching contribution. Abroad, employees who subscribe to the capital increase will be allotted one free share for four subscribed shares within the limit of twenty-five shares. These shares will be issued pursuant to the 13th resolution adopted by the shareholders’ meeting on May 21, 2019 relating to the granting of free shares.
Special note regarding the international offering
This press release does not constitute an offer to sell or a solicitation to purchase Arkema shares. The offering of Arkema 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 in consideration of an exemption of the requirement to prepare a prospectus or register the offering. More generally, the offering will only be conducted in countries where all required filing procedures and/or consultation or information obligations with respect to organizations representing employees and/or notifications have been completed and the authorizations have been obtained. This press release is not destined for, and copies thereof should not be sent to, countries in which such a prospectus has not been approved or such an exemption is not available or where all of the required filing procedures and/or consultation or information obligations with respect to organizations representing employees and/or notifications have not been completed or where the authorizations have not been obtained.