Groupe Steria SCA (hereafter the “Company”) announces a share capital increase reserved for former and current employees of the Company and its affiliated companies within the meaning of article L. 3344-1 of the French Labour Code (hereafter the “Group”), members of the Steria Group Employee Savings Plan (PEG) or the Steria Group International Employee Savings Plan (PEGI).
This offer (the "Offer") reflects the Group's culture and policy in relation to the employee shareholding. The purpose of this international employee shareholder initiative is to give employees (in France and abroad) the opportunity to participate in the Group’s growth and results while developing their entrepreneurial spirit and increasing their commitment to the Group by involving them in its governance. This share capital increase reserved for employees occurs concomitantly with the offer of existing shares MADE to employees in the United Kingdom and India through “Share Incentive Plans” with their own terms and conditions.
On January 31 2011, the employee shareholding in Groupe Steria SCA represented 20,4%1 of the Company’s share capital.
1. SHARE ISSUER
Groupe Steria SCA, a French Société en Commandite par Actions with a share capital of €30,137,434, has its registered office at 12 rue Paul Dautier, 78140 Vélizy Villacoublay and is registered under the number RCS Versailles 344,110,655. The shares are listed for trading inEurolist compartment B of NYSE Euronext Paris (France) under the isin Code: FR 0000072910.
2. SCOPE OF THE ISSUE – REASONS FOR THE OFFERING
The Combined Ordinary and Extraordinary General Shareholders’ Meeting held on 13 May 2011 delegated the authority to the General Manager to issue, in one or several instalments, within the scope of the provisions of articles L. 225-138 and L. 225-138-1 of the Code of Commerce (French trade laws) and articles L. 3332-18 and following of the French Labour Code, to issue shares reserved for the employees of the Company and its affiliates, within the meaning of Article L. 225-180 of the Code of Commerce, who are members of a company savings plan, limited to a nominal amount of €1,000,000.
The General Manager, using this authority, decided on 29 July 2011 to proceed with a capital increase reserved for employees of the Group, for the full amount.
In addition to the opportunity for employees to participate in the Group’s future performance and potential growth, this transaction offers employees a project which transcends their sole function with the Group. Such a project has an entrepreneurial dimension enabling employee shareholders to boost their involvement and play a role in defining and implementing the Group’s strategy.
3. MAXIMUM NUMBER OF ISSUABLE ORDINARY SHARES
A maximum of 1,000,000 Groupe Steria SCA ordinary shares (the “Shares”), representing a maximum nominal amount of €1,000,000 may be issued under the offer.
4. ADMISSION TO TRADING ON A REGULATED MARKET
The admission of the new Shares to trading on the Eurolist market (compartment B) of NYSE Euronext Paris will be requested upon their issuance, scheduled for 21 December 2011.
Upon admission to the Eurolist market (compartment B) of NYSE Euronext Paris, the Shares will be fully fungible with the shares in the Company already listed on this market and traded on the same trading line under ISIN Code FR0000072910.
The Shares subscribed by Employees (as defined hereafter in paragraph 10), either directly or through a French employee mutual fund (FCPE), are subject to a lock-up period as described in paragraph 13 below.
5. TYPE AND CHARACTERISTICS OF THE NEW SHARES
The new Shares are ordinary shares in the Company of the same class as the existing ordinary shares.
The Shares will carry entitlement to dividends as of 1 January 2011 and rights to all distributions decided by the Company as of their issuance, in particular the right to dividends in respect of the 2011 FINANCIAL year, which may be voted and distributed in 2012.
6. RIGHTS ASSOCIATED WITH THE NEW SHARES
Pursuant to French law currently in force and the Company’s articles of association (“statuts”), the main rights associated with the new Shares are the following :
(a) Entitlement to dividends (article 19.3 of the articles of association)
An annual dividend is distributed to shareholders in proportion to their equity holding. This dividend is determined each year by the General Shareholders’ Meeting.
The amount of the dividend to be distributed to shareholders is fixed depending on the distributable profit after deduction of a portion reserved to the unlimited shareholder (associé commandité).
(b) Voting rights attached to the Shares (article 9.3 of the articles of association)
Except for exceptional circumstances as provided by law, each shareholder has the same number of voting rights as the number of fully paid up Shares held by him/her.
Double voting rights are granted to each fully up paid Share registered under the name of the same shareholder for at least two years.
(c) Preferential subscription right
Shareholders are entitled to a preferential subscription right to purchase new Shares, in proportion to the number of Shares held by them, in all share capital increases in cash, unless such a right is removed as the result of a decision taken by the General Shareholders’ Meeting.
(d) Right to a share of any excess assets in the event of liquidation (article 9.1. of the articles of association)
In the event of a winding-up or early dissolution of the Company, the remaining net assets, after reimbursement of the nominal value of the Shares, will be divided among the shareholders in proportion to their equity interest in the share capital of the Company.
7. SETTING THE SUBSCRIPTION PRICE
The subscription price (the "Subscription Price") of the Shares to be subscribed directly or through a French FCPE by Employees will be equal to the average opening traded price of Groupe Steria SCA shares on the Eurolist market (compartment B) of NYSE Euronext Paris over the 20 trading days prior to the decision by the General Manager (Gérance) of the Company deciding the opening date of the subscription period (the "Reference Price"), minus a 20% discount.
8. TOTAL AMOUNT OF THE OFFER
The maximum amount of the share capital increase (issue premium included) will correspond to the number of the Shares subscribed directly or through a French FCPE by the employees multiplied by the Subscription Price, together with the number of bonus shares in respect of the employer’s contribution, it being specified that subscriptions may be reduced in accordance with the provisions of paragraph 15 below.
9. RESERVATION AND SUBSCRIPTION-RESERVATION CANCELLATION PERIODS
Employees may reserve Shares during a period (the "Reservation Period") which is expected to be between 15 september 2011 (inclusive) and 2 October 2011 (inclusive). During this period, the Subscription Price will not yet be known.
After the Subscription Price is set (i.e. expected to be on 16 November 2011), a second period (the "Subscription-Reservation Cancellation Period") will open, which is expected to be between 17 November and 23 November 2011 inclusive, during which Employees who did not reserve shares will be able to subscribe to the Offer subject to specific ceilings. The reservations made by Employees can be cancelled during this same period. If no such cancellation is made by the end of 23 November 2011, the subscription is deemed final and irrevocable.
The above-mentioned dates are provided for information purposes and may be subject to modification.
10. BENEFICIARIES OF THE OFFER
The beneficiaries of the Offer are (i) employees having an employment contract with one of the entities within the Scope of the Offer on the closing date of the Subscription-Reservation Cancellation Period, i.e. 23 November 2011, and having at least 3 months' service on this date, (ii) retired employees (including early-retirement) of one of the entities within the Scope of the Offer holding assets in the Steria Group Employee Saving Plan or Steria Group International Employee Saving Plan and (iii) the corporate officers working for entities within the Scope of the Offer with fewer than 250 employees (the "Employees").
The "Scope of the Offer" refers to all subsidiaries of the Company within the group consolidation scope and having its registered office in one of the following countries: Germany, Austria, Belgium, Denmark, Spain, France, Luxembourg, Norway, Poland, United Kingdom, Sweden and Switzerland.
11. MAXIMUM AND MINIMUM SUBSCRIPTION PER SUBSCRIBER
The total amount of voluntary contributions made by each Employee during the 2011 financial year under all employee savings plans may not exceed one quarter (25%) of his or her estimated annual gross salary (bonuses included) for 2011.
In countries where a Multiple Formula is offered, ten times the personal contribution made by the Employee under the Multiple Formula is taken into account in order to determine whether the above-mentioned ceiling is reached.
In addition, for any subscription during the Subscription-Reservation Cancellation period, the Employee’s personal contribution (including transfers) under the Classic Formula and Multiple Formula may not exceed a respective 2.5% and 0.25% of his/her gross annual remuneration for 2011 (bonuses included).
The minimum amount of the subscription under the 2011 Classic Formula or the 2011 Multiple Formula shall be equal to €15 or its equivalent value in foreign currency.
12. EMPLOYER’S CONTRIBUTION
Subscriptions to Group Steria shares or shares in FCPEs under the Classic Formula will give the right to Groupe Steria SCA bonus shares in respect of the employer’s contribution, pursuant to article L. 3332-21 of the French Labour Code and based on the terms and conditions foreseen by the General Manager in its decision of 29 July 2011.
The maximum amount of free bonus shares allocated in respect of the employer’s contribution is limited to €850,000 ,(based on the Reference Price). Based on the stock market price of the share as of 28 july 2011, the maximum number of shares to be allocated in respect of the employer’s contribution would be 47 887 shares. If subscriptions to the Classic formula lead to this ceiling being exceeded, the number of bonus shares per subscriber will be reduced by scaling back the highest amounts of shares, until such time as the €850 000 ceiling is respected.
13. SUBSCRIPTION CURRENCY AND PAYMENT CURRENCY
Subscriptions are made in euros.
Subscriptions must be settled in euros or in the currency of the country of the subscriber in application of the prevailing exchange rate fixed by the Company prior to the payment of the Subscription Price by the Employees.
14. LOCK-UP PERIOD ON THE NEW SHARES
The Shares subscribed (either directly or through a French FCPE) under the Classic Formula will be subject to a lock-up period lasting until 1 July 2016, except for employee subscribers in Belgium and Denmark, for whom the lock-up period will expire on 21 December 2016.
Shares subscribed under the Multiple Formula through a French FCPE will be subject to a lock-up period lasting until 21 December 2016.
However, Shares subscribed under the Offer may be freely disposed of before the above-mentioned dates upon occurrence of an early release event provided for in article R.3324-22 of the French Labour Code, subject to limitations or additional early release cases which may be decided in certain countries in compliance with the applicable local laws and regulations
15. INVESTMENT FORMULAS
In order to comply with local regulatory obligations and tax regulations, the Offer will be implemented in the following manner:
- The Classic Formula will be offered in all countries within the Scope of the Offer, except for the United Kingdom (where, as in India, employees can purchase shares in the Company through a Share Incentive Plan), by subscribing for Shares directly or through the Steriactions Relais 2011 FCPE for France and the Steriashares Relais 2011 internationally, set up for this purpose and to be merged into the Steriactions and Steriashares compartments of the Groupe Steriactions FCPE; and
- The Multiple Formula will be offered in Germany, France, the United Kingdom and Switzerland through the Steria Levier 2011 compartment of the Groupe Steriactions FCPE.
16. PROCEDURE FOR REDUCING SUBSCRIPTIONS
The amount of individual subscriptions in France and internationally can be reduced if the sum of the subscription orders received under the Offer (and multiplied by 10 for the Multiple Formula) exceeds the maximum authorised amount of the share capital increase. The Multiple Formula would be reduced first in order to comply with the ceiling of 500,000 Shares. The Classic Formula would only be reduced in the event the overall ceiling of 1,000,000 Shares is exceeded. The subscription would be reduced by scaling back the highest orders so as to respect the authorised ceilings.
17. INDICATIVE OFFER SCHEDULE
The Reservation Period will be open from 15 September 2011 (inclusive) until 2 October 2011 (inclusive).
The Subscription Price is expected to be fixed on 16 November 2011.
The Subscription-Reservation Cancellation Period should be open from 17 November until 23 November 2011, subject to local legal and regulatory requirements.
These dates are communicated for information purposes and may be modified as the result of a decision by the General Manager (Gérance).
18. CORPORATE AUTHORISATIONS
The Share capital increase described above was authorised by the Combined Ordinary and Extraordinary General Shareholders’ Meetings of 13 May 2011 and decided by the General Manager on 29 July 2011.
Employees subscribing for Shares through a French FCPE are invited to refer to the information document of the Groupe Steriactions FCPE, Steriactions Relais 2011 FCPE and/or Steriashares Relais 2011 FCPE for additional information.
Neither Groupe Steria SCA nor any employer is giving investment advice with respect to this Offer. Investing is a personal decision that must be made independently by each employee, taking into account his/her financial resources, investment goals, personal tax situation and any other investment alternatives available. In view of this, Employees are encouraged to consider the diversification of their investment portfolio to ensure that the risk that they assume is not unduly concentrated on any single investment.
19. HEDGING OPERATIONS IN RELATION TO THE IMPLEMENTATION OF THE OFFER
The underlying financial mechanisms of the Multiple Formula require hedging operations to be carried out in the market during the period determined for the setting of the Subscription price and for the purposes of adjustment for the duration of the operation.
20. SPECIFIC DISCLAIMER FOR THE INTERNATIONAL OFFER
The Offer is a private offer reserved for eligible employees of the Steria Group.
This document does not constitute an offer to sale or a solicitation for the subscription of securities.
21. CONTACT FOR THE BENEFICIARIES OF THE OFFER
For any inquiries concerning the Offer, the beneficiaries are invited to refer to the company’s intranet or contact their Head of Human Resources.
1 Including the SET and XEBT trusts (4,72%)
Steria is listed on Euronext Paris, Eurolist (Compartment B)
ISIN Code: FR0000072910, Bloomberg Code: RIA FP, Code Reuters: TERI.PA
Indices: CAC MID&SMALL 190, CAC MID 100, CAC Soft&CS, CAC Technology
General Index SBF 120, SBF 250, SBF 80, IT CAC, NEXT 150
For further information, please visit our website: http://www.steria.com
Tel.: +33 (0)1 34 88 64 44/+33 (0)6 15 15 27 92
Tel.: +33 (0)1 34 88 55 60/+33 (0)6 17 64 29 39