Share Issue/Capital Change • Nov 30, 2018
Share Issue/Capital Change
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European company with a share capital of euros 106,884,219 registered office located at River Ouest – 80 quai Voltaire - 95870 Bezons 323 623 603 RCS Pontoise
Paris, November 30, 2018. Atos SE announces the launch of the employee shareholding plan entitled « Share 2018 » 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). The objective of this plan is to strengthen the Group's relationship with its employees by offering them the possibility of being more closely associated with the Group's future developments and performance.
This offering of shares will be made to all employees of the Group located in France, Argentina, Australia, Austria, Belgium, Brazil, Bulgaria, Canada, China, Croatia, Czech Republic, Denmark, Finland, Germany, Greece, Hong-Kong, Hungary, India, Italy, Luxembourg, Malaysia, Morocco, Mexico, Netherlands, Philippines, Poland, Portugal, Romania, Senegal, Serbia, Singapore, Slovakia, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, United Arab Emirates, United Kingdom, United State of America and Uruguay, who will be eligible for the Atos Group savings plan (Plan d'Epargne Groupe), subject to obtaining the required authorization from local authorities.
The subscription period will take place from December 4, 2018 to January 3, 2019 (inclusive).
The settlement-delivery of the shares shall occur as of February 28, 2019.
The terms and conditions of the transaction are described hereafter.
Atos SE 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 Combined General Shareholders' Meeting held on May 24, 2018 under the 20th resolution, the Board of Directors of Atos SE decided on July 22, 2018 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).
Pursuant to the authorization granted by the Combined General Shareholders' Meeting held on May 24, 2018 under the 20th resolution, the Board of Directors of Atos SE decided on the principle of an issuance of shares, up to 2% of the share capital on the day of the Combined General Shareholders' Meeting of May 24, 2018, for the benefit of employees of Atos SE and of the group companies affiliated with Atos SE pursuant to Article L. 225- 180 of the French Commercial Code (Code de commerce) and Article L. 3344-1 of the French Labor Code (Code du travail) who are members of the Atos Group savings plan (Plan d'Epargne Groupe "PEG"), and delegated to the Chairman and Chief Executive Officer the power to set the subscription price by applying a 20% discount to the reference price.
On November 30, 2018, the Chairman and Chief Executive Officer set the subscription price to the amount of EUROS 59.51. This subscription price is equal to 80% of the reference price (the average of the opening share price of Atos SE on Euronext Paris during the twenty trading days preceding this date), that is to say the reference price with a discount of 20%.
The newly created Atos SE shares will carry entitlement, as from January 1st, 2019, and will grant rights to dividends distributed by the Company as from January 1st, 2020.
Terms and conditions of the subscription: the shares will be subscribed through a FCPE. However, by way of exception, in Canada, Croatia, Denmark, Germany, Greece, Italy, Serbia, Portugal and United States of America, the shares will be subscribed directly.
Matching contribution: the subscriptions will award a matching contribution up to a cap.
The admission of the newly-issued Atos SE shares to trading on Euronext Paris (ISIN code: FR0013384641) is scheduled to occur as of February 28, 2019.
This press release does not constitute an offer to sell or a solicitation for the purchase of Atos SE shares. The offering of Atos SE 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.
The beneficiaries may address all questions regarding this offering to the contact person specified in the documentation related to the subscription which was handed over to employees.
The present document constitutes the information document required by Article 19 of AMF circular n° 2016-04 dated January 15, 2018 and by Article 221-3 of the AMF General Regulations.
| Press contact: | Terence Zakka: +33 6 12 88 12 61 [email protected] |
|---|---|
| Investor relations: | Gilles Arditti: +33 1 73 26 00 66 [email protected] |
Atos is a global leader in digital transformation with 120,000 employees in 73 countries and annual revenue of € 13 billion. European number one in Cloud, Cybersecurity and High-Performance Computing, the Group provides end-to-end Orchestrated Hybrid Cloud, Big Data, Business Applications and Digital Workplace solutions through its Digital Transformation Factory, as well as transactional services through Worldline, the European leader in the payment industry. With its cutting-edge technologies and industry knowledge, Atos supports the digital transformation of its clients across all business sectors. The Group is the Worldwide Information Technology Partner for the Olympic & Paralympic Games and operates under the brands Atos, Atos Syntel, Unify and Worldline. Atos is listed on the CAC40 Paris stock index.
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