Vallourec announced today that it has reached
an agreement on the principle of the implementation of an employee share
offering reserved for its employees (and assimilated beneficiaries) in order to
strengthen their corporate attachment to the Group’s activity and performance.
This offer will be supplemented by a free performance share allocation plan.
Employee share offering – Further to the success of the “Value 08” plan, this new plan, called
“Value 09”, is an offering of up to 1,075,000 newly issued shares, representing
1.9% of the company’s share capital.
Last year, approximately 12,200 employees
(representing 68% of the total number of eligible employees) subscribed to the
“Value 08” plan which brought the employee shareholders’ interest in the
Group’s share capital to 1.53%. Vallourec has decided to launch a new plan in order
to further strengthen the employees’ corporate attachment to the Group’s future
development and results by offering them an opportunity to invest once again in
Vallourec shares (either directly or indirectly) via one or several FCPE (fonds
commun de placement d’entreprise or company mutual fund).
Subject to any locally required
authorizations, the “Value 09” offer will be open to employees (and assimilated
beneficiaries) of Vallourec and of those of its subsidiaries in which it
directly or indirectly holds more than 50% of the share capital and which have
registered offices in one of the following countries: France, Germany, Brazil,
United States, United Kingdom, Mexico, China and Canada, i.e. approximately 94%
of the Group’s current employees.
Based on the indicative calendar, the
reservation period will be open from September 21, 2009 to and including
October 9, 2009. The subscription price will be equal to the average opening price
of Vallourec shares on NYSE Euronext Paris during the twenty trading days
preceding the date on which the subscription/revocation period is established,
discounted by 20% and rounded up to the nearest Euro cent. Based on the
indicative calendar, the dates and the subscription price will be determined on
November 12, 2009. The subscription/revocation period will be open from
November 13 to and including November 17, 2009.
As soon as possible following the completion
of the capital increase (expected to occur on December 17, 2009), an
application will be made for the admission to trading on NYSE Euronext Paris of
the new Vallourec shares issued within the framework of the “Value 09” offer. They
will be listed on the same line as the existing Vallourec shares (ISIN code: FR0000120354-VK)
and will be immediately fully fungible with such shares.
Two formulas will be offered in France: a
classic formula (i.e., share subscription with a 20% discount, supplemented by
an employer contribution in cash through an FCPE), and a leverage formula.
Outside of France, only a leverage formula will be offered.
The leveraged offer proposed within the
framework of the “Value 09” offer is intended to guarantee the employee’s
personal contribution (subject to the effects of foreign exchange rate fluctuations,
any applicable tax and social security contributions and the consequences of a potential
unwinding of the swap transaction) and to allow him/her to benefit from a
multiple of the protected average increase of the share price compared to the
reference price between the date of the capital increase and July 1, 2014. The
structure of this formula will differ from one jurisdiction to another in order
to comply with local regulations and/or to take advantage of specific tax
provisions that may be more favorable for employee subscriptions, while
ensuring comparable economic advantages to all eligible employees (in
particular through a specific leveraged FCPE or a direct subscription for
shares (or a cash deposit by the employee) supplemented by the grant of stock
appreciation rights (SARs) by the employer). In France, the leverage formula
will be supplemented by an employer contribution. Outside of France it will be supplemented
either by a grant of free existing shares (up to a maximum of 80,000 shares),
or in some cases a deferred cash bonus. The terms and conditions that apply in
each jurisdiction will be transmitted to the eligible employees.
Some of the shares (i.e., for an amount equal
to nine times the amount of the employees’ subscriptions under formulas other
than those offered through an FCPE) will be subscribed for at a discounted
price by a special purpose vehicle dedicated to Vallourec offers controlled by the
financial institution participating in structuring the transaction.
Shares or FCPE units subscribed for by the
employees or the cash deposits made by employees, as the case may be, will be
unavailable until July 1, 2014 except in cases of early release. The
Supervisory Board of each FCPE holding shares will exercise the voting rights associated
with such shares. The financial institution has undertaken to vote in the same manner
as the Supervisory Board of the leveraged FCPE being offered to French
The financial mechanisms underlying the
leverage formula require hedging transactions to be carried out on the open
market by the financial institution that participates in structuring the formula.
These hedging transactions may be carried out by this institution as from
today, during the period used as reference for the determination of the
subscription price and, for adjustment purposes, throughout the duration of the
transaction. Based on Vallourec’s subscription assumptions, the impact of such
transactions on the price of Vallourec shares is expected to be limited,
whether it be when the hedging activities are initiated, during the plan’s
term, or at maturity.
Free performance share allocation plan – As a supplement to “Value 09”, the Management Board has decided to
implement a plan aimed at awarding up to three free existing shares to all employees
eligible for the “Value 09” plan (representing a total maximum of 54,000
shares). This plan, subject to the satisfaction of presence and Group’s
performance conditions, will allow employees eligible for “Value 09” (if
possible under local legislation) to be associated in the Group’s capital,
independently of their participation in the “Value 09” offer. The features of
this plan will be provided to all concerned employees.
This press release is for information
purposes only and does not constitute an offer to sell or a solicitation for
offers to purchase securities. This document constitutes the press release
required by the Autorité des marchés financiers (“AMF”) in accordance with
Article 212-5-6° of its General Regulations. An information notice prepared in accordance
with article 4(1)(e) of the EU Directive n°2003/71 will be made available to eligible
participants if required under applicable regulations.