Issue of New VINCI Shares Reserved for the Employees of Foreign Subsidiaries
of VINCI in the Context of the International Group Savings Plan*
RUEIL-MALMAISON, France -- April 12, 2013
Regulatory News :
In its 10^th resolution, the Combined Shareholders’ General Meeting held on 12
April 2012 delegated to the Board of Directors, for a period of 18 months
expiring on 11 October 2013, its competence to proceed with capital increases
reserved for the employees of certain foreign subsidiaries of the Group in
order to offer to them benefits that are comparable to those offered to the
employees of French subsidiaries in the context of savings plans.
At its meeting on 22 October 2012, the Board of Directors of VINCI (Paris:DG)
fixed the terms of a capital increase reserved for the employees of
subsidiaries of VINCI located in Germany, Austria, Belgium, Brazil, Canada,
Chile, Spain, the United States, Indonesia, Luxembourg, Morocco, the
Netherlands, Poland, Portugal, the Czech Republic, Romania, Slovakia and
The Board of Directors delegated all necessary powers to the Chairman and
Chief Executive Officer for the purpose of, in particular, fixing the opening
and closing dates of the subscription periods in the countries concerned, and
deciding the subscription price of the new shares as defined by the
Shareholders’ General Meeting.
In his decision dated 20 February 2013, the Chairman and Chief Executive
Officer of VINCI decided that, in the countries concerned, the subscription
period would run from 15 April 2013 to 15 May 2013.
In his decision dated 12 April 2013, the Chairman and Chief Executive Officer
of VINCI fixed the issue price of the new shares which will be equal to the
average opening price of VINCI shares quoted on the regulated market of
Euronext Paris SA on the 20 trading days preceding 12 April 2013, that is
€35.50 per new share to be issued.
The maximum number of shares that could be issued and the total amount of the
issue will depend on the level of employees’ subscriptions.
The maximum number of new shares to be issued may not exceed the limit set by
the 10^th resolution of the Shareholders’ General Meeting on 12 April 2012.
This provides that the total number of new shares capable of being issued on
the basis of the 9^th resolution to promote employee shareholding in
accordance with the provisions of Articles L. 225-138-1 and following of the
French Commercial Code and L. 3332-1 and following of the French Labour Code
may not exceed 2% of the number of shares comprising the authorized share
capital at the time of the Board’s decision.
In the context of the Castor International operation, the number of shares
subscribed at the end of the first four-month period of the financial year
2013 on the basis of the 9^th resolution of the Combined General Meeting on 12
April 2012 in relation to Castor France will also count towards the upper
limit of 2%. In the event that applications submitted in the context of the
Castor International offer referred to above exceed this upper limit, all
applications issued in the context of the Castor International offer will be
In addition, the amount of the offer made to the employees of subsidiaries of
the Group located in the United States will be limited to $5 million.
The new VINCI shares to be issued^1 will be subscribed at the middle of the
month of June 2013 by the Castor International Relais 2013mutual fund, and,
in the United States, by Amundi Tenue de Comptes in the name of the employees.
Immediately after they are issued, the admission of these new shares to
trading on the regulated market of Euronext Paris will be requested.
The shares subscribed will be locked up for 3 years with effect from the date
of the capital increase (unless early unblocking event occurs).
Subject to that reservation, these ordinary shares will not be subject to any
restrictions, and will carry entitlement to dividends from 1 January 2013.
* With the exception of the United States, where the shares will be subscribed
directly by the employees in accordance with local regulations, employees’
subscriptions for this issue reserved for them will take place through an
intermediate company mutual fund (“Castor International Relais 2013”),
invested in money-market securities and classified in that respect in the
category of “euro money-market company mutual funds”. This company mutual fund
was approved by the AMF on 24 October 2012 under no. FCE 2012 0105. It will
hold all employees’ cash payments intended for the subscription of the units
that it will issue. At the end of the subscription period opened to employees,
this intermediate mutual fund will subscribe for VINCI shares to be issued
according to the total amount of the payments that it has received, and will
then be absorbed by the Castor International company mutual fund, the relevant
approval of the AMF having been obtained on 8 November 2012 (AMF application
The Castor International company mutual fund is an employee saving and
shareholding mutual fund (UCITS) exclusively invested in VINCI shares.
^1 Up to the total amount of employees’ payments.
A French public limited company (société anonyme) with capital of
Registered office: 1, cours Ferdinand de Lesseps
Registered number: 552 037 806 RCS Nanterre
Shareholder relations department: firstname.lastname@example.org
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