Ubisoft launches a new employee shareholding operation
UBISOFT ENTERTAINMENT S.A.
Ubisoft launches a new employee shareholding
operation.
Saint-Mandé, on June 13, 2024
Ubisoft Entertainment S.A. (Euronext Paris: UBI
– ISIN code: FR0000054470) announces the launch of a new employee
shareholding operation in France and abroad for the employees of
the Ubisoft group (hereinafter the « Offer »).
1. OFFEROR
Ubisoft Entertainment S.A. (hereinafter the
« Company ») is a French société anonyme with its
registered office at 2, rue du Chêne Heleuc, 56910 Carentoir,
France. The Company is identified at the Trade and Companies
Registry under number 335 186 094 RCS Vannes.
Information regarding the Company is available
on its website (www.ubisoft.com) and in particular in the universal
registration document available on this website.
2. REASONS OF THE
OFFER
This Offer aims at strengthening the employee
shareholding in order to associate the employees more closely to
the Ubisoft group's development and future performance.
3. FRAMEWORK OF THE
OFFER
On February 7, 2024 (hereinafter the « Launch
Board »), the Company's Board of directors approved the launch of
the Offer consisting on reserved share capital increases on the one
hand, for members of the Ubisoft group savings plans in accordance
with provisions of Articles L. 3332-18 et seq. of the French Labour
Code (hereinafter the « FCPE Offer »), and on the other hand for
employees outside of the scope of the group savings plans
(hereinafter the « Shares + SAR Offer ») and subdelegated to
the Chairman & Chief Executive Officer (the « CEO ») the powers
required for the implementation of the Offer.
On its meeting dated May 15, 2024 (hereinafter
the « Structuring Board »), the Board of directors of the Company
supplemented and/or clarified certain terms of the Offer as set by
the Launch Board.
4. TERMS AND CONDITIONS OF THE
OFFER
The Offer is reserved to (i) employees of
companies and branches of the Ubisoft group within eighteen
jurisdictions (Bulgaria, Canada, China, Finland, France, Germany,
India, Italy, Japan, the Netherlands, the Philippines, Romania,
Singapore, Spain, Sweden, the United Arab Emirates, the United
Kingdom and the United States), having at least three months'
seniority, continuous or not, between January 1, 2023 and the end
of the subscription/revocation period of the Offer and to (ii)
retired employees of the companies in France who hold assets in the
Ubisoft Group Savings Plan (PEG) (hereinafter the « Beneficiaries
»).
The Company may decide not to implement the
Offer in a jurisdiction mentioned above if a legal, tax or
practical constraint so requires.
The Beneficiaries may subscribe for Company's
ordinary shares (hereinafter the « Shares ») under a leverage
formula, through a company mutual fund (Fonds Commun de Placement
d'Entreprise or FCPE) or directly under a Shares + SAR (stock
appreciation rights) formula depending on the local regulatory and
tax constraints.
On 5-year term maturity or in case of early
release, each Beneficiary will receive (before tax/social security
deductions, if applicable), the euro amount of his/her initial
investment as well as a multiple of the potential protected average
increase in the Share price.
Shares subscribed by the Beneficiaries under
this Offer are unavailable for a five-year period as from the
completion of the Offer (expected to occur on September 20, 2024),
except in the occurrence of an early release case provided for in
Article R. 3324-22 of the French Labour Code.
Out of France, early release cases may be
adapted to take account of local legislations or
constraints, in particular tax constraints.
The subscription price of a Share under the
Offer will correspond to the average of the twenty daily
volume-weighted average prices (VWAP) of the Share on Euronext
Paris preceding the decision of the Board of directors or, as the
case may be, upon subdelegation of the Board of directors, of the
CEO, fixing the dates of the subscription/revocation period of the
Shares (hereinafter the « Reference Price »), minus a 15% discount
and rounded up to the higher euro cent (hereinafter the «
Participation Price »). The applicable exchange rates will be fixed
at the same time as the Participation Price (the « Fixing Decision
»).
The maximum overall amount of the Offer was set
by the Launch Board at 1.80% of the Company's share capital
representing a maximum of 2,300,000 shares (i.e. based on the
number of Shares outstanding as of January 31, 2024: 127,427,965
Shares (hereinafter the « Number of Reference Shares »)), thus
distributed by the Structuring Board:
- FCPE Offer: 0.78% of the Number of
Reference Shares, i.e. a maximum number of 1,000,000 Shares to be
issued (the « FCPE Envelope »); and
- Shares + SAR Offer: 1.02% of the of
the Number of Reference Shares, i.e. a maximum number of 1,300,000
Shares to be issued (the « Shares + SAR Envelope »).
Specific sub-ceilings are provided in certain
jurisdictions depending on local legal
constraints.
The Shares subscribed will be newly issued
Shares assimilated to the existing Shares. They will bear current
dividend rights.
The provisional timetable of the Offer has been
decided by the Structuring Board as follows:
- Reservation period: from June 17 to
July 3, 2024 inclusive
- Fixing Decision: August 9,
2024
- Subscription/revocation period:
from August 12 to August 16, 2024 inclusive
- Share capital increase: September
20, 2024
- End of the
lock-up period: September 19, 2029, at midnight
These dates are indicative and may be subject to
modification or adaptation, particularly due to any legal and/or
operational constraints that could disrupt the implementation of
the Offer, as well as any legislation applicable in each
jurisdiction.
- Risk of
postponement or cancellation of the Offer
The Company's Board of directors, or, as the
case may be, the CEO acting upon subdelegation, could, at its/his
sole discretion, decide to cancel or postpone the Offer in all or
part of its geographical scope, for any reason whatsoever and if
it/he considers it in the best interest of the Beneficiaries, and
as far as possible, until the expected date of completion of the
Offer scheduled for September 20, 2024.
5. NATURE OF THE
SHARES
Shares offered under this Offer are ordinary
shares of the Company, listed on the Euronext Paris stock market
(Compartment A) under the ISIN code FR0000054470. The Shares are
eligible for the Deferred Settlement Service (Système de Règlement
Différé or SRD).
6. VOTING RIGHTS
The voting rights attached to the Shares offered
under this Offer will be exercised as regards the Shares:
- subscribed within the framework of
the FCPE Offer, by the supervisory board of the FCPE, it being
specified that in the event of a proven lack of liquidity of the
stock-lending market, the supervisory board of the FCPE could only
exercise the voting rights attached to the Shares which are part of
its assets.
- subscribed for and held on their
own by the employees, within the framework of the Shares + SAR
Offer, directly by them.
7. HEDGING
TRANSACTION
The financial
mechanism underlying the leverage formula requires hedging
operations by the financial institution which structures the
leverage formula, on market exchanges and over-the-counter
exchanges, by means of the purchase or sale of Shares, the lending
or borrowing of Shares, the purchase of call option and/or of all
other transactions, at all times and in particular as from the
opening date of the fixing period of the Reference Price and for
the whole duration of the Offer.
8. SPECIAL MENTION REGARDING THE
INTERNATIONAL
This document does not constitute an offer to
sell or a solicitation to subscribe Shares. The Offer will be
offered only in countries where such an Offer has been registered
with the competent local authorities and in countries where all
required filing procedures and/or notifications have been completed
and the authorisations have been obtained. In particular, the
Shares have not been and will not be registered in the United
States in application of the Securities Act of 1933.
This document is not intended for countries in
which such procedures would be required and have not yet been
carried out or the necessary authorisations have not been obtained.
Copies of this document will not therefore be distributed to these
countries.
Shares that may be subscribed under the Offer
have not been recommended by any governmental securities commission
or regulatory authority. Neither the Company nor any employers is
giving investment advice with respect to this Offer. Investing is a
personal decision that must be made by the employee, taking into
account his/her financial resources, investment goals, personal tax
situation, any other investment alternatives available and the fact
that the value of a quoted share will fluctuate. In this regard,
employees are encouraged to consider the diversification of their
investment portfolio to ensure that the risk that they assume is
not unduly concentrated on any single investment.
The Offer is proposed on a discretionary basis
by the Company. Neither the Company nor the employers are required
to repeat the Offer or to make similar offers in the future. The
terms and conditions of the Offer do not form part of the
employment contract of the employees.
Units of the FCPE cannot be offered or sold,
either directly or indirectly, in the United States (including its
territories and possessions) or to or for the benefit of a « U.S.
Person », as defined in the U.S. Regulations and available on the
website of the management company: www.amundi.com.
Persons wishing to subscribe for FCPE units
certify that they are not « U.S. Person ». Any unit holder must
immediately inform the management company in the event that he/she
becomes a « U.S. Person ».
The management company may impose restrictions
on (i) the holding of FCPE units by a « U.S. Person » and in
particular compulsorily redemption of the units, or (ii) transfer
of units to a « U.S. Person ». This power would also extend to any
person (a) who appears to be directly or indirectly in breach of
the laws and regulations of any country or governmental authority,
or (b) who could, in the view of the management company, cause
damage to the FCPE that it would not otherwise have suffered.
Pursuant to provisions of Regulation (EC) no.
833/2014 and Regulation (EC) no. 765/2006, as amended, the Offer is
not made to Russian nationals and persons residing in Russia, nor
to Belarussian nationals or persons residing in Belarus, except (i)
in case of Russian nationals, in case those persons are nationals
of an EU Member State, of a country member of the European Economic
Area or Switzerland, or have a temporary or permanent residence
permit in an EU Member State a country member of the European
Economic Area or in Switzerland and (ii) in case of Belarussian
nationals, if those persons are nationals of a EU Member State or
have a temporary or permanent residence permit in a EU Member
State.
In France, the present document is prepared to
meet the requirements of the AMF set out in Article 3.1 of the AMF
Guidelines on the employee savings funds (Guide relatif aux fonds
d'épargne salariale) of August 8, 2012 (DOC-2012-10) as modified on
March 28, 2024.In addition, this document contains the information
required under Article 1, paragraph5-h), of the Regulation (EU) no.
2017-1129 of June 14, 2017, entered into force on July 21,
2019.
Contacts
Investor Relations Alexandre Enjalbert Head
of Investor Relations + 33 1 48 18 50 78
alexandre.enjalbert@ubisoft.com |
|
About UbisoftUbisoft is a
creator of worlds, committed to enriching players’ lives with
original and memorable entertainment experiences. Ubisoft’s global
teams create and develop a deep and diverse portfolio of games,
featuring brands such as Assassin’s Creed®, Brawlhalla®, For
Honor®, Far Cry®, Tom Clancy’s Ghost Recon®, Just Dance®, Rabbids®,
Tom Clancy’s Rainbow Six®, The Crew® and Tom Clancy’s The
Division®. Through Ubisoft Connect, players can enjoy an ecosystem
of services to enhance their gaming experience, get rewards and
connect with friends across platforms. With Ubisoft+, the
subscription service, they can access a growing catalog of more
than 100 Ubisoft games and DLC. For the 2023–24 fiscal year,
Ubisoft generated net bookings of €2.32 billion. To learn more,
please visit: www.ubisoftgroup.com.
© 2024 Ubisoft Entertainment. All Rights
Reserved. Ubisoft and the Ubisoft logo are registered trademarks in
the US and/or other countries.
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