VALLOUREC: Vallourec pursues its employee shareholding policy

        VALLOUREC: Vallourec pursues its employee shareholding policy

 Press release
 July 2014
 www.vallourec.com

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^[1], 
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 
Board.

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

Beneficiaries
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 
employees.

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.

Share offering

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 
2014.

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 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^[2], 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.

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  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
employees.

Hedging
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 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.

www.vallourec.com
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
etienne.bertrand@vallourec.com  laurence.pernot@vallourec.com

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[1] Germany, Saudi Arabia, Brazil, Canada, China, the United Arab Emirates,
the United States, France, India, Malaysia, Mexico, the UnitedKingdom and
Singapore.

[2] Subject to the prior approval of the local market authority

20140730_Press Release Vallourec Value 14 PDF

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Source: VALLOUREC via Globenewswire
HUG#1843710
 
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