Share Issue/Capital Change • Sep 7, 2012
Share Issue/Capital Change
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Paris, September 7, 2012. Atos announces the launch of a new employee shareholding plan under the framework of article L. 225-138-1 of the French Commercial Code (Code de commerce) and articles L. 3332-18 et seq. of the French Labor Code (Code du travail).
This offering of shares will be made to all employees of the Group located in France, Germany, Austria, Belgium, Brazil, Chile, Colombia, Spain, the United States, Finland, Hong Kong, India, Ireland, Luxembourg, Malaysia, Mexico, the Netherlands, the Philippines, Poland, Czech Republic, Romania, the United Kingdom, Singapore, Slovakia, and Thailand who will be eligible for the Atos savings plan (Plan d'Epargne Groupe "PEG").
The proposed reservation period will take place from September 10 to September 24, 2012 (inclusive) and the subscription/revocation period will take place from November 3rd to November 8th, 2012 (inclusive).
The settlement-delivery of the shares shall occur as from December 12, 2012.
The terms and conditions of the operation are described hereunder.
ATOS Euronext Paris (France) – compartment A Common share ISIN code: FR0000051732 Security registered with the Service de Règlement Différé (SRD)
Pursuant to the authorization granted by the General Shareholders' Meeting on May 30, 2012 under the 17th resolution, the Board of Directors of Atos decided to issue shares reserved for employees under the framework of article L. 225-138-1 of the French Commercial Code (Code de commerce) and articles L. 3332-18 et seq. of the French Labor Code (Code du travail).
This offering of shares will be made to all Group employees located in France, Germany, Austria, Belgium, Brazil, Chile, Colombia, Spain, the United States, Finland, Hong Kong, India, Ireland, Luxembourg, Malaysia, Mexico, the Netherlands, the Philippines, Poland, Czech Republic, Romania, the United Kingdom, Singapore, Slovakia, and Thailand who are eligible members of the PEG.
The shares will be subscribed through an FCPE (employee shareholding vehicle governed by French law), in accordance with applicable regulatory and/or fiscal legislation in the various countries in the perimeter of the offering, with the exception of the United States. In these countries, a leveraged formula will be proposed to the employees. In the United States, the shares will be subscribed directly.
Atos SA
The objective of this transaction is to strengthen Atos' relationship with its employees by offering them the possibility of being more closely associated with the Group's potential future performance.
The Atos Board of Directors decided on July 26, 2012, to increase the share capital up to a maximum of 1.3% of the share capital at the date of the meeting, May 30, 2012, through the issuance of new Atos shares to be paid in cash, or other securities giving access to the share capital of the company, within the framework of the applicable legislation, reserved for employees who are members of the PEG.
In accordance with this authorization, the Board of Directors decided on the principle of an issuance of common shares for the benefit of employees of Atos and of the foreign group companies affiliated with Atos pursuant to Article L. 225-180 of the French Code of Commerce and Article L. 3344-1 of the French Labor Code who are members of the PEG, and delegated to its Chairman and Chief executive Officer the power to declare the subscription price by applying a 20% discount to the reference price. The reference price will be equal to the average of the opening share price of Atos on NYSE Euronext (Paris) during the twenty (20) trading days preceding the date of the Chairman and Chief Executive Officer 's decision on the start of the subscription period.
The newly created Atos shares will give right to the payment of dividends as from January 1, 2012.
Atos SA
The dates for subscription and revocation are provided for information purposes only and are subject to change. They will be finalized by an upcoming decision of the Chairman and Chief Executive Officer acting pursuant to a delegation of the Board of Directors.
The listing of the newly-issued Atos shares to trading on NYSE Euronext (Paris) (ISIN code: FR0000051732) is scheduled to occur as from 12 December 2012 on the same listing of existing shares.
The implementation of the leveraged formula is likely to generate hedging transactions prior to the operation conducted by the financial institution that is counterparty to the swap agreement, particularly as from the date of publication of this communication and throughout the entire duration of the transaction.
This press release does not constitute an offer to sell or a solicitation for the purchase of Atos shares. The offering of Atos 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 communication is 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
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any required filing procedures and/or notifications would not have yet been made, or in which the required authorizations would not have been obtained.
The beneficiaries may address all questions regarding this offering to the contact person specified in the documentation related to the subscription which was remitted to employees.
The present document constitutes the information document required by Article 14 of AMF circular n° 2005-11 dated December 13, 2005 and by Article 223-3 of the AMF General Regulations.
Atos is an international information technology services company with annual 2011 pro forma revenue of EUR 8.5 billion and 74,000 employees in 48 countries. Serving a global client base, it delivers hi-tech transactional services, consulting and technology services, systems integration and managed services. With its deep technology expertise and industry knowledge, it works with clients across the following market sectors: Manufacturing, Retail, Services; Public, Health & Transports; Financial Services; Telecoms, Media & Technology; Energy & Utilities.
Atos is focused on business technology that powers progress and helps organizations to create their firm of the future. It is the Worldwide Information Technology Partner for the Olympic and Paralympic Games and is quoted on the Paris Eurolist Market. Atos operates under the brands Atos, Atos Consulting & Technology Services, Atos Worldline and Atos Worldgrid. For more information please visit: www.atos.net
Press Contact: Caroline Crouch Tel +44 77 333 100 86 [email protected]
Gilles Arditti Tel +33 (0) 1 73 26 00 66 [email protected]
Atos SA
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