Schneider Electric launches a capital increase reserved for employees
Rueil-Malmaison (France), February 24, 2020 - Schneider Electric SE announces
today the launch of a capital increase reserved for employees under its Group
Employee Savings Plans (plans d'épargne salariale).
This offering, which is in line with the Group's policy to develop employee
shareholding, is proposed to Group employees in forty countries, including
France. This plan covers around 80% of the employees of the Group. The
subscription period is expected to take place from April 15 to May 5, 2020.
The payment and delivery of shares is expected on July 2, 2020. The terms of
this offering are described below.
Schneider Electric SE
35 rue Joseph Monier - 92500 Rueil-Malmaison - France
Euronext Paris - Compartment A
Ordinary share ISIN code: FR0000121972
Security eligible to the Deferred Settlement Service
(Service de Règlement Différé or SRD)
Purpose of the transaction - Reasons for the offering
As per the decision made during the Annual Shareholders' Meeting held on April
25, 2019, the Board of Directors has decided, on December 11, 2019, on the
principle of the offering and delegated to the Deputy Chief Executive Officer
the power to decide to proceed with the issue of (i) shares reserved for
employees participating in the Schneider Electric Group Savings Plan (pursuant
to article L.225-129-2, L.225-129-6, L.225-138-1 and L.228-92 and seq. of the
French Commercial Code and article L.3332-1 and seq. of the French Labour Code)
and (ii) shares reserved for employees and entities created for the benefit of
employees, of Group companies located outside France (pursuant to article
L.225-129-1, L.225-138 and L.228-92 and seq. of the French Commercial Code).
Within this framework, subscription of shares is proposed to employees of the
Group in forty countries, including France under a "classic" plan, in which the
subscriber is fully exposed to variations in the share price and may, if
applicable, benefit from an employer matching contribution.
This offering aims to reinforce the attachment of employees to the Group by
giving them the opportunity to be more involved in the Group's developments and
Shares to be offered
The shareholders of Schneider Electric SE authorized the Board of Directors at
the Annual Shareholders' Meeting held on April 25, 2019 (i) under the 22nd
resolution, to increase the share capital, up to 2% of the share capital, by
issuance of new shares or other securities giving access to the company's share
capital reserved for Group employees taking part in the savings plan, and (ii)
under the 23rd resolution, to increase the share capital, up to 1% of the share
capital, by issuing new shares reserved for employees and entities created for
the benefit of the employees of companies of the Group located outside France.
On December 11, 2019, the Board of Directors decided the principle methods
regarding these capital increases and delegated to the Deputy Chief Executive
Officer the power to implement them within the limits of 3,700,000 shares
(approximately 0.6% of the share capital as of December 31, 2019) and of a
global matching contribution to be paid by the Group under the offering. It
further delegated to him the power to fix the conditions of these capital
increases and in particular the subscription price of the new shares, based on
the average of the opening share prices quoted on Euronext Paris market on the
twenty trading days preceding the day of such decision ("Reference price").
Such decision should take place on April 14, 2020. The shares created will bear
right to dividends as of January 1, 2020.
Beneficiaries will be able to subscribe to shares either directly, or through a
fonds commun de placement d'entreprise ("FCPE"), at a price equal to 85% of the
Conditions relating to subscription
The beneficiaries of the employee share plan are employees (as well as retirees
and pre-retirees in France, having kept their investment in the Group Savings
Plan) and officers of the companies of the Group where the head office is
located in one of the forty countries participating in the offering, who have
at least three-month seniority in one of the companies of the Group on the last
day of the subscription period, i.e., May 5, 2020.
The present offering is undertaken without preferential subscription right.
The unit holders of the FCPE will exercise their rights to vote in the
Schneider Electric SE Shareholders' Meetings indirectly, through the
Supervisory Board of the FCPE.
The subscribers of this offering will hold the subscribed shares or the units
of the FCPE at least until June 30, 2025 (inclusive), except in early exit
Tentative timetable for the offering
Subscription period: expected from April 15 to May 5, 2020 (inclusive). Capital
increase: expected to occur on July 2, 2020.
The above dates are indicative and are subject to change. They will be
finalized by a decision of the Deputy Chief Executive Officer (expected on
April 14, 2020).
The admission of new Schneider Electric SE shares to trading on the Euronext
Paris market (Code ISIN: FR0000121972) will be requested, at the latest, on the
day of the capital increase, i.e. July 2, 2020. The new shares will be
assimilated with the existing shares.
Special note regarding the international offering
This press release does not constitute an offer to sell or a solicitation to
subscribe to Schneider Electric SE shares. The offering of Schneider Electric
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 in
consideration of an exemption from 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 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 notifications have not been
completed or where the authorizations have not been obtained.
The securities described herein have not been and will not be registered with
the U.S. Securities and Exchange Commission and may only be offered or sold in
the United States in transactions that are exempt from the registration
requirements of the U.S. Securities Act of 1933.
The beneficiaries may address all questions regarding this offering to their
contact person as indicated in the brochure included in the subscription
materials that were provided to them.
This press release is made in reliance of the exemption from publishing a
prospectus provided for in Article 1.4(i) of the EU Prospectus Regulation
2017/1129/EC. This press release represents the document required to qualify
for the exemption from the requirement to publish a prospectus as defined in
the EU Prospectus Regulation 2017/1129/EC, directly applicable in internal law
of the member states of the European Union.
About Schneider Electric
At Schneider, we believe access to energy and digital is a basic human right.
We empower all to make the most of their energy and resources, ensuring Life Is
On everywhere, for everyone, at every moment.
We provide energy and automation digital solutions for efficiency and
sustainability. We combine world-leading energy technologies, real-time
automation, software and services into integrated solutions for Homes,
Buildings, Data Centers, Infrastructure and Industries.
We are committed to unleash the infinite possibilities of an open, global,
innovative community that is passionate about our Meaningful Purpose, Inclusive
and Empowered values.
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Tel: +44 20 7592 8216
ISIN : FR0000121972
Véronique (Luneau) Roquet-Montegon
Tel: +33 1 41 29 70 76