AREVA Group Employee Share Purchase Plan
GROUP / FINANCE
May 14, 2013
AREVA (hereafter referred to as the “Company”)
Registered Office: Tour AREVA, 1 place Jean Millier, 92084 Paris La Défense Cedex, France
Companies Register for Paris under the number 712 054 923
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 15, 2013.
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.