VALLOUREC : VALLOUREC : Vallourec pursues its employee shareholding policy

  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^[1], 
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 
December 20130.

Share offering
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 

Subscription procedures
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. 

Lock-up period
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.

About Vallourec

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
           (register now)
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

[1]Brazil, Canada, China, France, Germany, Mexico, the United Arab Emirates,
the United Kingdom and the United States

130725_Vallourec_PR Value 13 (PDF)


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Source: VALLOUREC via Thomson Reuters ONE
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