Thales: employee share purchase plan

PR Newswire/Les Echos/ 
Thales: employee share purchase plan 
Neuilly-sur-Seine, 19 April 2013 - Thales (NYSE Euronext Paris: HO, common
share ISIN code: FR0000121329) announces an employee share purchase plan. 
Purpose of the transaction - reasons for the offering  
This offering of shares is extended to the Group's employees in Australia,
Belgium, Canada, France, Germany, Hong Kong, India, Netherlands, Spain,
Singapore and United States of America, who will be eligible for and members 
of the Group Savings Plan (PEG), and to employees in the United Kingdom in
accordance with the Share Incentive Plan (SIP). 
The objective of this transaction is to strengthen Thales's existing
relationship with its employees by offering them the possibility of becoming
more closely associated with the future targets, successes and performance of
the Group. 
Offered securities 
The Thales offering of shares to employees of the Group will consist of a sale
of existing treasury shares which have been repurchased by Thales within the
framework of a repurchase program, authorized by the General Assembly of
shareholders, in accordance with Article L. 225-209 of the French Code of
Commerce. The sale of shares to employees who are members of the Group Savings
Plan will be implemented within the framework of the provisions set forth in
Articles L. 3332-18 and seq. of the French Labour Code, with the exception of
the offering in the United Kingdom where it will be conducted in accordance 
with the SIP. 
On 20 December, 2012, the Board of Directors decided on the implementation of
this share offering, reserved for employees, and delegated to the Chairman &
Chief Executive Officer the powers required for its implementation. In
accordance with the Board of Directors' decision, the offer will be limited to 
a maximum number of 1,000,000 shares. 
The Chairman & Chief Executive Officer, acting by delegation on behalf of the
Board of Directors, will set the dates of the subscription-revocation period 
and will fix the acquisition price by a decision which is scheduled to take 
place on 19 June 2013. The acquisition price will be equal to: 
- either 80% of the Reference Price within framework of the "classic" 


    formula;
     - or 85% of the Reference Price within the framework of the structured


formula, known as "protected". 
The Reference Price will be announced by the Chairman & Chief Executive Officer
on 19 June 2013, and will be equal to the average of the opening price of 
Thales shares on NYSE-Euronext Paris over the twenty (20) trading days 
preceding this date. The acquisition price for the offering in the United 
Kingdom will be determined in accordance with the applicable rules of the SIP. 
As the shares acquired by the employees are existing common shares, they are
entirely assimilated into the existing common shares that currently comprise
Thales's share capital. 
Conditions of the offer 
* Beneficiaries of the share offering reserved for employees: the
beneficiaries of the offering are employees of companies in the offering
perimeter that are members of the Group Savings Plan regardless of the nature 
of their employment contract (fixed or indefinite term length, full or part 
time employment) and that are able to justify a three-month seniority within 
the Group. Retired employees and employees on early retirement working in the 
French companies of the Group who were members of the Group Savings Plan prior 
to the end of their employment retain their status as beneficiaries subject to 
their having kept assets in the Group Savings Plan since the effective date of 
their retirement leave or early retirement leave. The Thales share offering in 
the United Kingdom is implemented in accordance with the SIP. 
* Companies in the offering perimeter: 
- The Thales parent company, with a total share capital of 607,019,022 euros, 
with its registered office at 45 rue de Villiers 92200 Neuilly-sur-Seine, and  
- Companies of the Thales Group, for which Thales holds directly or indirectly 
more than 50% of the total share capital, with a registered office in 
Australia, Belgium, Canada, France, Germany, Hong Kong, India, Netherlands, 
Spain, Singapore and United States of America which are members of the Group
Savings Plan, and the United Kingdom where the offering will take place in
accordance with the SIP. 
* Terms and conditions of participating in the offer: the shares will be
acquired via an FCPE, through direct shareholding in the USA and through a 
Trust for the SIP. 
* Acquisition formula of Thales shares: employees will be able to acquire
Thales shares within the framework of two formulas, one called classic and the
other called protected, which allow the employee to benefit from a guarantee on
their investment in this offering. Under the classic formula, the employees 
will receive a matching contribution from their employer corresponding to one 
bonus share for ten acquired shares in the limit of five bonus shares. In the 
USA, the offering will consist in the classic formula only. The protected 
formula will not be offered in the United Kingdom; the offering will be made 
pursuant to a SIP where the acquired shares will be matched by the employer. 
* Voting rights: The voting rights associated with the shares will be
exercised by the FCPE Supervisory Board and by the employees in case of direct
shareholding (USA). Under the SIP, the voting rights of the shares may be
exercised by the beneficiaries. 
* Subscription threshold: the beneficiaries' annual payments made in the 
Group Savings Plan shall not exceed, in accordance with Article L.3332-10 of 
the French Labour Code, one-fourth of their gross annual remuneration for the 
year 2013. The maximum amount under the SIP is 1,500 pounds sterling per
beneficiary. 
* Lock-up applicable to the corresponding FCPE units or the shares held
directly: the employees participating in the offering shall hold the
corresponding units of the FCPEs of the shares held directly for a five year
period, except in the occurrence of an early exit event provided for in Article
R.3334-22 of the French Labour Code and by local regulations. Under the SIP, 
the employees participating in the offering are not required to hold the shares
they acquired; however, they may not benefit from the tax advantages of their
purchase, depending on the conditions of the plan, should they sell them before
the expiration of a five-year period. 
Tentative transaction calendar  
* Reservation period for beneficiaries: from 24 April 2013 (inclusive) to 
21 May 2013 (inclusive). 
* Subscription/revocation period: from 19 June 2013 (inclusive) to 22 June
2013 (inclusive).  
* Settlement-delivery of the offering: scheduled for or around 29 July 2013. 
Specific timetable for the SIP: 
* Reservation period for beneficiaries: from 24 April 2013 (inclusive) to 
21 May 2013 (inclusive). 
* Reporting period: from a date between 19 June 2013 and 30 June 2013
(inclusive) and until 31 October 2013 (inclusive). 
* Delivery of shares: November 2013. 
These dates are provided on a tentative basis and may be subject to change. 
Listing  
The Thales shares are listed on NYSE Euronext Paris (ISIN code: FR0000121329). 
Hedging transactions 
The implementation of the protected formula may generate hedging transactions
from the financial establishment in consideration of the swap transaction, 
prior to the implementation of the offering and during the entire period of the
offering. 
Special note regarding the international offering  
This press release does not constitute an offer to sell or a solicitation of
offers to the acquisition of Thales shares. The offering of Thales 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 of 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
necessary authorizations have been obtained. 
Employee contact 
The beneficiaries may address all questions regarding this offering to their
Human Resources contact person and/or to any other person specified in the
documentation remitted to beneficiaries of the offer. 
The present document constitutes the press release required by the Autorité des
Marchés Financiers (AMF) in accordance with article 212-4 5° of the AMF 
General Regulations and article 14 of circular n° 2005-11 of 13 December 2005. 
Media:                       Investors and analysts:
Alexandre Perra              Jean-Claude Climeau
Thales, Media Relations      Thales, Investor Relations
Tél.: +33 (0)1 57 77 86 26   Tél.: +33 (0)1 57 77 89 02
pressroom@thalesgroup.com    ir@thalesgroup.com  
More information at: http://www.thalesgroup.com 
45, rue de Villiers - 92526 Neuilly-sur-Seine Cedex - France -
www.thalesgroup.com 
                  
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-0- Apr/19/2013 09:44 GMT
 
 
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