Groupe Steria SCA is conducting a new capital increase reserved for its employees.
This operation is in line with the Group's policy to continue to involve the employees, throughout Europe, who wish to take part in its development and its results.
This share offering is reserved for all Group employees in France, Germany, Spain, the United Kingdom, Switzerland, Belgium, Sweden, Denmark and Norway, eligible for the Group savings plan or for the international Group savings plan subject to obtaining local permission in some of these countries.
Details of the operation
Groupe Steria SCA
12 rue Paul Dautier - 78140 Vélizy Villacoublay (France)
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 14 June 2006 delegated authority to the General Manager, until 31 August 2007, 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 commercial laws) and of L. 443-5 of the Code du travail (French labour laws), investments 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 2 February 2007 to conduct a new capital increase reserved for the employees of Groupe Steria, for the full amount.
This transaction is in line with the Group's policy regarding employee shareholding. It strengthens the ties existing between the Group and its employees by enabling them to become more closely involved in the Group's future performance and potential development.
Conditions of issue
This share offering is reserved for all Group employees in France, Germany, Austria, Spain, the United Kingdom, Switzerland, Belgium, Luxemburg, Sweden, Denmark and Norway, eligible for the Group savings plan or for the international Group savings plan subject to obtaining local permission in some of these countries.
Two different formulae are available: a traditional formula and a leverage formula. Shares will be subscribed, according to the legislation applicable in the various countries that lie within the scope of the offering, under one of the two formulae or under both, either directly or via a company investment fund.
For all countries using the traditional formula, the share subscription price will, in compliance with the regulations, correspond to 80% of the computed average opening rates listed in the last twenty trading days preceding 9 July 2007, date of the next resolution of the General Manager for establishment of the price.
According to the tax local constraints, the leverage formula subscription will be managed as follows:
For France, the United Kingdom, Switzerland, Belgium, and Spain, the subscription will be through the FCPE, the share subscription price will, in compliance with the regulations, correspond to 80% of the computed average opening rates listed in the last twenty trading days preceding 9 July 2007, date of the next resolution of the General Manager for establishment of the price.
For Germany, using the leverage formula, the General Manager have decided, in the light of the local tax constraints, to allocate to the employees, free of charge, other securities giving access to the capital of the Company (share warrants) ( "BSA" : "Bon de souscription d'actions"), instead of the discount from par on the shares subscribed, so that the same financial conditions are granted to these employees as to employees benefiting from the discount from par.
For Denmark, Norway and Sweden, using the leverage formula, the product proposed includes the subscription of shares at a price equal to 80% of computed average opening rates listed over the last twenty trading days before 9 July 2007, date of the next resolution of the General Manager for establishment of the price, including allocation of an S.A.R (Stock Appreciation Right) free of charge.
The maximum number of shares that may be issued is: 550,000 shares of ¤1 par value each (i.e. 2.95% of the capital on the date of the resolution by the General Manager), including any other securities, giving access to the capital, which may be authorised in order to maintain the same financial conditions, including shares issued as a result of exercising a stock warrant.
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, Eurolist (Compartment B) (ISIN code: FR 0000072910) and full enjoyment will take place from 1 January 2007.
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 will only become available upon expiry of the legal 5-year term excepting in cases where they may be unfreezed 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 unfrozen in advance has been reduced, taking into consideration local tax or regulatory constraints.
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 implementation of a leverage formula may give rise, on the part of the financial institution in charge, to hedging transactions for the entire investment term.
Subscription will take place from 16 May to 5 June 2007.
The price will be published on 9 July 2007.
The period of withdrawal will run from 9 to 13 July 2007, during which time employees may cancel all the shares they have reserved.
The capital increase will be recorded on 27 August 2007.
Specific international information
This press release is not a offer to sell or to purchase shares. The share offering, reserved for employees who are eligible for the Group savings plan or for the international Group savings plan, 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.
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