Following the announcement made on May 14, 2009, Capgemini
(Paris:CAP) has launched an offering of a maximum of 6,000,000
shares reserved for the employees of the Capgemini Group. The
settlement-delivery of shares should occur on December 16, 2009, at
the latest. The main terms and conditions of this plan are
described below.
ISSUER
Cap Gemini S.A.
Eurolist compartment A - Euronext Paris (France)
Common share ISIN code: FR0000125338 - CAP
PURPOSE OF THE OFFERING
This offering of shares is reserved for the employees of
Capgemini, and its French and foreign subsidiaries who are members
of the Group Savings Plans.
This transaction, which is offered to approximately 98% of the
Group's employees, is part of a policy to associate all employees
with the Capgemini Group's development and performance.
OFFERED SECURITIES
At the Ordinary and Extraordinary Shareholders' Meeting of April
30, 2009, the shareholders of Cap Gemini authorized the Board of
Directors to increase the share capital of the company of up to a
maximum amount of 6,000,000 shares, in connection with this
offering.
In accordance with this authorization, the Board of Directors
approved the offer in principle on April 30, 2009 and delegated to
the Chief Executive Officer the powers required for its
implementation.
According to the projected time line, the Chief Executive
Officer, acting on the delegation granted upon him by the Board of
Directors, will decide on the final terms and conditions of the
plan on November 16, 2009, notably the subscription price of the
newly-issued shares. The subscription price will be equal to 85% of
the Reference Price.
In accordance with the provisions of Article L. 3332-19 of the
French Labor Code, the Reference Price is equal to an average of
the share prices of the Cap Gemini share on compartment A of
Euronext Paris during the twenty (20) trading days preceding the
decision of the Chief Executive Officer, i.e., October 19, 2009 to
November 13, 2009.
The subscription / retractation period will be opened from
November 17 until November 19, 2009. During this period, the
employees will be able to withdraw their request to subscribe that
was submitted during the reservation period ending October 14,
2009.
The new shares will be entirely assimilated into the existing
common shares comprising Cap Gemini's share capital. These shares
will carry right to dividends distributed in respect of periods as
from January 1, 2009. The capital increase is scheduled for
December 16, 2009.
CONDITIONS OF THE SUBSCRIPTION
-- Beneficiaries of the share offering reserved for employees: the
beneficiaries of the offering are employees of companies of
the
Capgemini Group who are members of the Group Savings Plans
regardless
of the nature of their employment contract (fixed or indefinite
term
length, full or part time employment) and that are able to
justify a
three-month seniority by the end of the subscription period,
i.e.,
November 19, 2009.
-- Terms and conditions of the subscription: the shares will
either be subscribed to directly or through an FCPE (Fonds
Commun
de Placement d'Entreprise), in accordance with applicable
regulatory and/or tax legislation in the various countries
of
residence of the capital increase beneficiaries.
-- Subscription formula: employees will be able to subscribe to
Cap Gemini shares within the framework of a unique formula
called leveraged
and guaranteed, allowing the employee to benefit from a
guarantee
on their investment made into this plan. In certain
countries,
employees will be allocated Stock Appreciation Rights (SAR) by
their
employer, the amount of which will be indexed in accordance with
a
formula similar to the one offered under the leveraged
formula.
-- Lock up period applicable to the Cap Gemini shares or to the
corresponding FCPE units: the subscribers to the offer shall
hold
either the shares subscribed to directly, or the corresponding
units
of the FCPEs, during a five-year period, except in the event of
an
authorized early exit.
-- Exercising voting rights attached to the shares: when shares
are subscribed to, then held, via the intermediary of an FCPE,
voting
rights attached to these shares will be exercised by the
relevant FCPE
Supervisory Board; except for Italy where the voting rights will
be
exercised directly by the FCPE's units holders; when shares
are
subscribed to directly by employees, voting rights will be
exercised
individually by the relevant employees.
HEDGING TRANSACTIONS
The implementation of the leveraged guaranteed offering may lead
the financial institution structuring the offer (Société Générale),
to undertake hedging transactions, in particular as of the
beginning of the fixing period of the reference price, i.e.,
October 19, 2009, and over the entire course of the plan.
LISTING
The request to list the newly-issued Cap Gemini shares to
trading on the same line of the Eurolist market of Euronext Paris
(ISIN code: FR0000125338), as the existing shares will be made as
soon as possible following the completion of the capital increase
scheduled to take place on December 16, 2009.
SPECIAL NOTE REGARDING THE INTERNATIONAL OFFERING
This press release does not constitute an offer to sell or a
solicitation of offers to subscribe to Cap Gemini shares. The
offering of Cap Gemini shares reserved for employees will be
conducted only in countries where such an offering has been
registered with or notified to 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 to proceed to a registration
or notification of 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 required authorizations have been obtained.
EMPLOYEE CONTACT
For all questions regarding this offering, the beneficiaries may
address their Human Resources contact person and/or any other
person specified in the documentation submitted to employees.
About Capgemini
Capgemini, one of the world's foremost providers of consulting,
technology and outsourcing services, enables its clients to
transform and perform through technologies. Capgemini provides its
clients with insights and capabilities that boost their freedom to
achieve superior results through a unique way of working, the
Collaborative Business Experience. The Group relies on its global
delivery model called Rightshore®, which aims to get the right
balance of the best talent from multiple locations, working as one
team to create and deliver the optimum solution for clients.
Present in more than 30 countries, Capgemini reported 2008 global
revenues of EUR 8.7 billion (approximately USD $12.74 billion) and
employs 90,000 people worldwide.