VALLOUREC: Vallourec pursues its employee shareholding policy
Vallourec pursues its employee shareholding policy
Boulogne-Billancourt, 30 July 2014 - Vallourec announces the implementation of
a new employee share ownership offering for the seventh consecutive year.
This offering, called "Value 14", concerns a maximum of 1,920,000 newly-issued
shares representing 1.49 % of the company's share capital on the date of this
press release. It will be open to Vallourec employees in 13 countries^,
representing approximately 94.5% of the employees of the Group.
The six previous "Value" offerings generated a high participation rate among
Group employees and were all very successful. Employee shareholders today hold
6.46% 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 15 September 2014 to and including 3
October 2014. The subscription price should be determined on 7 November 2014.
The subscription/revocation period is scheduled to take place from 10 to 14
November 2014 inclusive and the capital increase on 16 December 2014.
Details of the "Value 14" operation are described hereafter.
Details of the conditions for the "Value 14" employee share ownership offering
Subject to any locally required authorizations, the "Value 14" 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, Saudi Arabia, Brazil, Canada, China, the United
Arab Emirates, the United States, France, India, Malaysia, Mexico, the United
Kingdom and Singapore, i.e. approximately 94.5% of the Group's current
Indicative calendar for the offering
Based on the indicative calendar, the reservation period will be open from 15
September 2014 to and including 3 October 2014. The subscription price will be
equal to the average opening price of Vallourec's shares on 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 subscription price is expected to be determined on 7
November 2014. The subscription/revocation period would be open from 10
November 2014 to and including 14 November 2014. The capital increase should
take place on 16 December 2014.
The "Value 14" is an offering of a maximum of 1,920,000 ordinary shares,
representing close to 1.49% 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 14" 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 14" 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 1^st July 2019. 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 favorable
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, India, 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 Saudi Arabia^, Canada, China, the United States, Malaysia and
Singapore 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 30 June 2019
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 24,000 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 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 SBF 120.
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.
Follow us on Twitter @VallourecGroup
For further information, please contact
Investor relations Press relations
Etienne Bertrand Laurence Pernot
Tel: +33 (0)1 49 09 35 58 Tel: +33 (0)1 41 03 78 48
 Germany, Saudi Arabia, Brazil, Canada, China, the United Arab Emirates,
the United States, France, India, Malaysia, Mexico, the UnitedKingdom and
 Subject to the prior approval of the local market authority
20140730_Press Release Vallourec Value 14 PDF
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf
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The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: VALLOUREC via Globenewswire
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