AREVA Group Employee Share Purchase Plan
PARIS -- May 14, 2013
AREVA (hereafter referred to as the “Company”)
Registered Office: Tour AREVA, 1 place Jean Millier, 92084 Paris La Défense
Companies Register for Paris under the number 712054923
Compartment A – NYSE Euronext Paris (France)
Common share ISIN code: FR 0011027143
PURPOSE OF THE TRANSACTION
The objective of this offering is to strengthen the AREVA Group’s existing
relationship with its employees by offering them the possibility of becoming
more closely associated with the Group’s objectives, development and results.
This employee offering will cover three countries in which the AREVA Group is
present, representing approximately 86% of the Group’s employees.
The offering will consist of a unique or “classic” offer of acquisition of
shares of the Company through the intermediary of a Fonds Commun de Placement
d’Entreprise (French collective employee shareholding vehicle, or “FCPE”) or
in the framework of an acquisition and a direct holding of AREVA shares,
depending on the regulatory and fiscal constraints existing in the countries
in which the offering will be implemented.
FRAMEWORK OF THE TRANSACTION – OFFERED SECURITIES
The AREVA offering of shares to the Group’s employees will consist of a sale
of existing treasury shares which have been repurchased by AREVA within the
framework of a repurchase program, authorized by the General Assembly of
Shareholders, in accordance with Article L. 225-209 of the French Commercial
Code. The sale of shares will be implemented in accordance with the provisions
of Articles L. 3332-18 and seq. of the French Labor Code in favor of employees
who are members of the Group Savings Plan (the “GSP”), for the French
companies of the Group, and of the members of the AREVA International Group
Share Ownership Plan (the “International Plan”) for the companies of the Group
located outside of France.
The Company’s Supervisory Board and Management Board decided on February 28,
2013 and March 4, 2013, respectively, on the implementation of this share
offering reserved for employees.
The offer will be limited to a maximum number of 4,603,490 existing shares
held by the Company, representing 1.20% of its capital.
The Management Board will set the dates of the subscription period and set the
acquisition price on May 15, 2013.
The acquisition price will be equal to the average of the opening price of
AREVA shares on NYSE-Euronext Paris over the twenty trading days preceding May
CONDITIONS OF THE OFFER
*Beneficiaries of the share offering reserved for employees: the
beneficiaries of the offering are (i) the employees and the directors in
accordance with Article L. 3332-2 of the French Labor Code, of the
companies in the offering perimeter that are members of the Group Savings
Plan or of the International Plan, depending on the case, regardless of
the nature of their employment contract (temporary or permanent, part time
or full-time) and (ii) retired employees or employees on early retirement
of the French companies of the Group who have kept assets in the Group
Savings Plan since their departure from the Group.
*Companies in the offering perimeter:
*The AREVA company, and
*The companies of the AREVA Group, with its registered office in
France (members of the Group Savings Plan), in Germany and in the
United States of America (members of the International Plan).
*Terms of the acquisition: the shares will be acquired through direct
shareholding for employees of companies in the U.S.A. and through an FCPE
for employees of companies located in France and in Germany.
*Acquisition formula: eligible employees will be able to acquire AREVA
shares within the framework of a unique “classic” formula. The employees
participating in the offering will receive a matching contribution from
their employer, pursuant to the terms and conditions described in the
documentation distributed to them.
*Investment ceiling: the beneficiaries’ annual payments for the offering in
the Group Savings Plan or in the International Plan may not exceed
one-fourth of their gross annual remuneration for the year 2013, subject
to any other specific ceiling indicated in the documentation distributed
to the employees.
*Lock-up applicable to the AREVA shares or to the corresponding FCPE units:
the employees participating in the offering shall hold the acquired shares
or the corresponding units of the FCPE for a five-year period for an
acquisition in the framework of the Group Savings Plan, and for a
three-year period in the framework of the International Plan, except in
the occurrence of an early exit event.
*Exercise of voting rights attached to shares: when the shares are acquired
and held through an FCPE, the voting rights attached to these shares will
be exercised by the Supervisory Board of the concerned FCPE. When the
shares are acquired and directly held by the employees, the voting rights
will be exercised individually by the concerned employees.
TENTATIVE TRANSACTION CALENDAR
*Setting of the acquisition price: May 15, 2013
*Subscription/revocation period: from May 16 to May 31, 2013
*Settlement-delivery expected on: June 20, 2013
The AREVA shares acquired in the framework of the offering are listed on NYSE
Euronext Paris (ISIN code: FR 0011027143).
SPECIAL NOTE REGARDING THE INTERNATIONAL OFFERING
This press release does not constitute an offer to sell or a solicitation for
the acquisition of AREVA shares. The offering of AREVA shares reserved for
employees will be conducted only in the 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.
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 information and
documentation pertaining to the offer are also available on the Internet site
dedicated to the offer.
This present document constitutes the press release required by the AMF in
accordance with article 212-4 5° of the AMF General Regulations and article 14
of circular n° 2005-11 or December 13, 2005.
AREVA supplies solutions for power generation with less carbon. Its expertise
and unwavering insistence on safety, security, transparency and ethics are
setting the standard, and its responsible development is anchored in a process
of continuous improvement.
Ranked first in the global nuclear power industry, AREVA’s unique integrated
offering to utilities covers every stage of the fuel cycle, nuclear reactor
design and construction, and related services. The Group is also expanding its
operations to renewable energies – wind, solar, bioenergies, hydrogen and
storage – to be one of the leaders in this sector worldwide.
With these two major offers, AREVA’s 47,000 employees are helping to supply
ever safer, cleaner and more economical energy to the greatest number of
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