VALLOUREC : VALLOUREC : Vallourec pursues its employee shareholding policy
Vallourec pursues its employee shareholding policy
Boulogne-Billancourt, 25 July 2013 - Vallourec announces the implementation of
a new employee share ownership offering for the sixth consecutive year.
This offering, called "Value 13", concerns a maximum of1,875,000 newly-issued
shares representing 1.48% of the company's share capital on the date of this
press release. It will be open to Vallourec employees in 9 countries^,
representing approximately 95% of the employees of the Group.
The five previous "Value" offerings generated a high participation rate among
Group employees and were all very successful. Employee shareholders today hold
6.28% of Vallourec's share capital and are represented on the Supervisory
Based on the indicative calendar for the offering, the share reservation
period will be open to employees from 16 September 2013 to and including 4
October 2013. The subscription price should be determined on
8 November 2013. The subscription/revocation period is scheduled to take place
from 12 to 14 November 2013 inclusive and the capital increase on 10 December
Details of the "Value 13" operation are described hereafter.
Details of the conditions for the "Value 13" employee share ownership offering
Subject to any locally required authorizations, the "Value 13" offering will
be open to employees (and beneficiaries and similar parties) of Vallourec and
of those of its subsidiaries over which it holds, directly or indirectly, the
majority of the share capital and which have registered offices in one of the
following countries: Germany, Brazil, Canada, China, the United Arab Emirates,
the United States, France, Mexico, United Kingdom, i.e. approximately 95% of
the Group's current employees.
Indicative calendar for the offering
Based on the indicative calendar, the reservation period will be open from 16
September 2013 to and including 4 October 2013. The subscription price will be
equal to the average opening price of Vallourec's shares on the NYSE Euronext
Paris during the twenty trading days preceding the date on which the
subscription/revocation period is established, discounted by 20% for the
classic formula and 15% for the leverage formula, and rounded up to the
nearest euro cent. The dates of the subscription/revocation period and the
subscription price are expected to be determined on 8 November 2013. The
subscription/revocation period would be open from 12 November 2013 to and
including 14November 2013. The capital increase should take place on 10
The "Value 13" is an offering of a maximum of1,875,000 ordinary shares,
representing close to 1.48% of the company's share capital on the date of this
press release. The new shares will be entitled to dividends as from 1 January
Two formulas will be offered in France: a classic formula (i.e. share
subscription with a 20% discount, supplemented by an employer contribution
through an FCPE), and a leverage formula (i.e. share subscription with a 15%
discount, supplemented by an employer contribution through an FCPE). Outside
of France, only a leverage formula will be offered.
The leveraged formula proposed within the framework of the "Value 13" offering
is intended to guarantee the employee's personal contribution and the net
employer's contribution (for those countries in which the contribution is made
by means of a cash payment) which he/she receives under the terms of the
"Value 13" offering (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 exchange 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 3 July 2018. 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
favourable 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, Germany, Brazil, the United Arab Emirates, Mexico and
the United Kingdom, the leveraged formula will be supplemented by an employer
contribution in cash also invested in the specific leveraged FCPEs, and in
China, the United States and Canada, by a grant of free shares, newly issued
or existing shares (up to a maximum of 15,000 shares), or a deferred cash
bonus. Eligible employees will be informed of the terms and conditions that
apply in their jurisdiction.
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 1 July 2018
inclusive 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, UK and German
The financial mechanisms underlying the leverage formula require hedging
transactions to be carried out on the open market by the financial
institutions that structure the formula. These hedging transactions may be
carried out by these institutions as from the publication of this press
release and during 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.
Vallourec is a world leader in premium tubular solutions primarily serving the
energy markets, as well as other industrial applications.
With over 23,000 employees, integrated manufacturing facilities, advanced R&D
and a presence in more than 20 countries, Vallourec offers its customers
innovative global solutions to meet the energy challenges of the 21st century.
Listed on the NYSE Euronext in Paris (ISIN code: FR0000120354, Ticker VK) and
eligible for the Deferred Settlement System (SRD), Vallourec is included in
the following indices: MSCI World Index, Euronext 100 and CAC 40.
In the United States, Vallourec has established a sponsored Level 1 American
Depositary Receipt (ADR) program (ISIN code: US92023R2094, Ticker: VLOWY).
Parity between ADR and a Vallourec ordinary share has been set at 5:1.
09/26/2013 Investor day
26-27 Sept. 2013
Pittsburgh - USA
11/07/2013 Release of third quarter 2013 results
For further information, please contact
Investor relations Press relations
Etienne Bertrand Caroline Philips
Tel: +33 (0)1 49 09 35 58 Tel: +33 (0)1 41 03 77 50
Brazil, Canada, China, France, Germany, Mexico, the United Arab Emirates,
the United Kingdom and the United States
130725_Vallourec_PR Value 13 (PDF)
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: VALLOUREC via Thomson Reuters ONE
Press spacebar to pause and continue. Press esc to stop.