Groupe Steria SCA has announced a new capital increase reserved for the employees and former employees of the company and of those companies affiliated to it under the conditions set down in article L. 3344-1 (formerly article L 444-3) of the Code du Travail (French Labour Code) (the Group), members of Groupe Steria’s savings plan (PEG).
This operation is in line with the Group’s culture and policy based on a strong employee shareholder base. It offers employee shareholders, in France and abroad, the possibility of being closely associated to the development and results of the Group while at the same time giving them the opportunity to develop their entrepreneurial spirit and their commitment by associating them to the governance of the Group. The issue is taking place simultaneously with the existing share purchase offer proposed to Group employees in the United Kingdom and India and based on a Share Incentive Plan governed by British law and implemented according to the procedures specific to it.
The share of Groupe Steria SCA capital held by employees on 1st March 2008 is 15.9%.
Groupe Steria SCA 12 rue Paul Dautier - 78140 Vélizy Villacoublay 344 110 655 R.C.S. Versailles Eurolist Compartment B - Euronext Paris (France) ISIN code: FR 0000072910
Scope of issue - Reasons for the offering
The Combined General Meeting held 5 June 2007 delegated authority to the General Manager, for a period of twenty six months to issue in one or several instalments within the scope of the provisions of Articles L. 225-138 and L. 225-138-1 of the Code de Commerce (French trade laws) and of L. 3332-18 and following (formerly L. 443-5) of the Code du Travail (French labour laws), to issue shares reserved for the employees of the Company and its affiliated companies, within the meaning of Article L. 225-180 of the Code de Commerce, who have joined a company savings plan, limited to a nominal value of 550,000 euros. The General Manager, using such authority, decided on 29 May 2008 to conduct a new capital increase reserved for the employees of the Group, for the full amount. Apart from the possibility given employees to become more closely involved in the Group’s future performance and potential development this transaction offers employees a project beyond their sole function with the Group. Such a project has an entrepreneurial dimension enabling employees, when they become shareholders, to boost their involvement and play a role in defining and implementing Group strategy.
Conditions of the operation
This share offering is reserved for all employees of Groupe Steria SCA and its consolidated companies in France, Germany, Austria, Belgium, Denmark, Spain, Luxemburg, Norway, Sweden and Switzerland, eligible for the Group savings plan subject to obtaining local permission in some of these countries. Retired staff who have conserved assets in the Group savings plan are also eligible. The transaction is based on one single traditional formula. Shares will be subscribed, according to the legislation applicable in the various countries that lie within the scope of the offering, either directly or via a company investment fund (FCPE) Steriactions Relais 2008 (Approval no. AMF 990000099019 dated 29/04/08) and Steriashares Relais 2008 (Approval no. AMF 990000099059 dated 29/04/08). On completion of the subscription, the shares subscribed to by means of the above-mentioned relay FCPEs will be placed in the Steriactions and Steriashares compartments of the "Groupe Steriactions" FCPE by a merger operation approved by the Autorité des Marchés Financiers (French financial regulator).
The share subscription price will, in compliance with the regulations, correspond to 80% of the computed average opening rates of the Groupe Steria SCA share listed on the EURONEXT PARIS market in the last twenty trading days preceding the date of the decision of General Management setting the subscription period and the subscription price, planned to be 13 June 2008.
This subscription price will be definitive and remain valid regardless of the variations, up or down, in the Groupe Steria SCA share price, up to closure of the subscription period.
Payments to beneficiaries cannot exceed the annual ceiling of 25% of the gross annual payment as set down in article L. 3332-10 of the Code du Travail. Subscribing to Groupe Steria shares or to shares of the above-mentioned FCPEs will entitle subscribers to receive free Groupe Steria SCA shares in place of the employer contribution in compliance with the provisions of article L. 3332-21 of the Code du Travail and in line with the conditions set down by Management in its decision dated 29 May 2008.
Securities on offer
The maximum number of shares that may be issued: 550,000 shares of ¤1 par value each (i.e. 1.94% of the capital on the date of the General Manager decision 29 May 2008), including any other securities, giving access to the capital, which may be authorised in order to maintain the same financial conditions
Order reduction rule: If subscription requests exceed the number of shares to be issued by the General Manager, i.e. 550,000, a reduction in the amounts of subscriptions will be performed by cutting off the amount of the highest subscription until the maximum authorised is reached.
Date the new shares take effect: The shares issued will be of the same category and will be considered identical to the shares of Groupe Steria S.C.A. already listed for trading on EURONEXT PARIS, (Compartment B) (ISIN code: FR 0000072910). They will take effect from 1 January 2008.
Listing of the new shares: The admission of the new Groupe Steria SCA shares to trading on the EURONEXT PARIS market (compartment B) (ISIN code: FR 0000072910) will take place on the day of the capital increase, planned to be 29 July 2008.
Share unavailability duration: Pursuant to the laws and regulations governing Group savings plans, shares in the company investment fund and shares in Groupe Steria subscribed directly by employees and allocated free of charge, will only become available upon expiry of the legal 5-year term excepting in cases where they may be released in advance in pursuance of the Code du Travail. It should be specified that, in certain countries, the number of cases in which they can be released in advance may vary taking into consideration local tax or regulatory constraints.
Voting rights: Voting rights attached to the shares subscribed, and held through a company investment fund, will be exercised by an agent appointed by the Supervisory Board of the relevant fund. Voting rights attached to directly-held shares will be exercised by the subscribers.
The General Manager decision on 13 June 2008 will set the subscription period and the subscription price in line with the procedures set out above The price will be published from 13 June 2008. The subscription period will run from 16 June to 27 June 2008 There will be no change of mind period during which employees may cancel all or part of the shares they have reserved. The capital increase will be recorded on 29 July 2008.
Specific international information
This press release is not an offer to sell or purchase Groupe Steria SCA shares. The share offering, reserved for eligible employees mentioned above, will be established only in countries where such offer has been filed with the competent local authorities and/or in consideration of exemption from the obligation to draw up a prospectus or to record the offer officially. This release is not intended for, and copies of it will not therefore be sent to, those countries in which such procedures would be required and which have not yet been performed or in which the said authorisations have not been obtained.
This release constitutes the information document required by virtue of articles 212-4(5°) and 212-5(6°) of the General Reulations of the AMF and article 14 of the AMF Instruction n°2005-11 dated 13 December 2005.
Steria is listed on Euronext Paris, Eurolist (Compartment B) ISIN code: FR0000072910, Bloomberg code: RIA FP, Reuters code: TERI.PA CAC MID&SMALL 190, CAC MID 100, CAC Soft&CS, CAC Technology General index SBF 120, SBF 250, SBF 80, IT CAC, NEXT 150 For more information, visit our Web site: http://www.steria.com
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