Societe Generale: Information document_ The group employee share ownership programme (2019 GESOP)
May 21 2019 - 2:29AM
Societe Generale: Information document_ The group employee share
ownership programme (2019 GESOP)
Free translation for information purposes
only
Public Limited CompanyShare Capital of
EUR 1,009,897,173.75Company Registered Office: 29,
boulevard Haussmann, 75009 Paris552 120 222
R.C.S Paris
May 21, 2019
INFORMATION DOCUMENT
MADE AVAILABLE TO EMPLOYEES AND RETIRED
EMPLOYEES OFTHE SOCIETE GENERALE
GROUPON THE OCCASION OF A CAPITAL
INCREASEREPRESENTING A MAXIMUM OF 12,118,400
SHARESRESERVED FOR EMPLOYEES AND RETIRED EMPLOYEES
OF ENTITIES ADHERING TO SOCIETE
GENERALE’S GROUP SAVINGS PLANS
THE GROUP EMPLOYEE SHARE OWNERSHIP
PROGRAMME (2019 GESOP)
This information
document can be consulted at Société Générale’s administrative
office (17 cours Valmy, 92972 La Defense Cedex) is also available
online on its intranet website and is released in accordance with
Article 221-3 of the General Regulation of the French Securities
Regulator, the Autorité des Marchés Financiers (AMF)
MAIN CHARACTERISTICS OF THE CAPITAL
INCREASE RESERVED FOR ELIGIBLES EMPLOYEES AND RETIRED EMPLOYEES OF
ENTITIES ADHERING TO SOCIETE GENERALE’S GROUP SAVINGS
PLANS
|
Issuer |
Société Générale, a public limited company under French Law, with a
bank status (hereafter, « Société Générale
»). |
|
Securities Offered |
The maximum global nominal value of the capital increase is set at
EUR 15,148,000 corresponding to the issue of 12,118,400 shares to
be subscribed in cash. The capital increase is subdivided into
three (3) tranches using distinct investment vehicles, respectively
accessible to entities or groups of distinct entities. The Société
Générale shares to be issued will be of the same category as and
can be assimilated to the Société Générale shares already admitted
to negotiations on Euronext Paris (Compartment A). |
| Purpose
of the offer |
The 2019 GESOP is part of the employee shareholding’s retention
policy of the Société Générale group’s, in France as well as
outside of France, in order to better involve its employees and
retired employees in the results of the Group. |
| Terms for
Subscription |
Method for determining the Subscription Price The subscription
price is EUR 21.69, equal to the average quoted prices of the
Société Générale share on Euronext Paris during the twenty (20)
trading sessions preceding May 21, 2019 (date of the Chief
Executive Officer’s decision acting upon sub-delegation of the
Board of Directors), minus a 20 % discount. The subscription period
will start on Monday, June 3rd 2019 at 9h00 Paris time and will end
on Monday, June 17th 2019 at 23h59 Paris time. Custody of the
shares The first two (2) tranches are subscribed through a
collective employee shareholding fund (Fonds Commun de Placement
d’Entreprise, “FCPE”) as part of company or group savings plans.
Only the third (3rd) tranche can be directly subscribed to by the
employees as part of the International Group Savings Plan.
Beneficiaries of the offer This offer is reserved for employees
having a three (3) months seniority under an employment contract in
force by the end of the subscription period, split in: - for
the 1st tranche, the beneficiaries of Société Générale Company
Savings Plan and of the Group Savings Plan to which the companies
of Société Générale Group adhere, whose headquarters are located in
France or in French overseas countries (Département et région
d'outre-mer - for the 2nd tranche, the beneficiaries of
Crédit du Nord’s Company Savings Plans, its subsidiaries’ and its
branches’, providing for the possibility of subscribing to Société
Générale’s reserved capital increase operations; - for the
3rd tranche, the beneficiaries of the International Group Savings
Plan to which adhere (i) the companies of Société Générale group
whose headquarters are located outside France or outside the
French Overseas Collectivities (Département et région d’outre-mer)
and (ii) the Group representative offices and branches
established outside France or outside the French Overseas
Collectivities (Département et région d’outre-mer). Concerning the
first two tranches, ex-employees having left their company due to
retirement, including those benefiting from early retirement and
having kept assets in the company or group savings plans can
participate in this reserved capital increase. Subscription ceiling
In accordance with article L. 3332-10 of the French Labour Code,
the total amount of payments made by a Beneficiary (including all
payments made under other savings plans) cannot exceed 25 % of his
or her gross annual remuneration received in the year of the
subscription, or, for a Beneficiary whose employment contract is
suspended and who did not receive any remuneration with respect to
the year of the subscription, 25 % of the annual ceiling determined
under article L. 241-3 of the French Social Security Code. The
Board of Directors also decided on February 6, 2019 that the
individual subscription total amount (which can be composed of a
voluntary contribution, including arbitrage of available assets, as
well as profit sharing premiums net amounts, of labor dividend and
the matching contribution) per Beneficiary cannot exceed EUR
20,000. Employer Contribution Employer Contribution rules are
specific to each company or group savings plan and to each adhering
entity. |
|
Calendar |
The subscription period will be opened from Monday, June 3rd 2019
at 9h00 Paris time to Monday, June 17th 2019 at 23h59 Paris time.
The capital increase is expected to be on August 1st 2019. |
| Listing
of the new shares |
Listing location Société Générale’s shares are listed on Euronext
Paris (deferred settlement market, continuous trading group A, ISIN
code FR0000130809). Listing of the new Shares The admission of the
new shares on Euronext Paris shall be requested immediately after
the completion of the capital increase (the admission is expected
to become effective on or around August 5th 2019). |
| General
information on the new shares which admission to negotiations is
requested |
Rights attached to the issued shares The new shares shall be, as
soon as they are created, subjected to all the provisions of the
Company by-laws and shall have dividend entitlement from January
1st, 2019. Consequently, they shall be entirely assimilated with
older shares and shall give right to the usual legal prerogatives
of shareholders of a public limited company. Notably, they shall
give the right to property in the company assets and to liquidating
dividends in a proportion equivalent to the fraction of the share
capital they represent. Similarly, the dividend is distributed to
shareholders in proportion to their share capital ownership. A
double voting right, relative to the fraction of the share capital
the shares represent, is granted to all registered shares paid-up
in full that have been entered in the name of the same shareholder
for at least two years from January 1st, 1993 as well as to new
registered shares that have been granted free of charge to a
shareholder, in the event of a capital increase by incorporation of
reserves, profits or share premiums on the basis of shares already
benefiting from this entitlement. It is to be noted that, in
addition to the legal obligation to report Société Générale the
holding of certain fractions of the share capital and/or of voting
rights and to make any consequent declaration of intention in
accordance with legal provisions, any shareholder, acting either
alone or jointly, who would directly or indirectly hold at least
1.5% of the share capital or voting rights of the Company, is
required to inform the Company within 15 days of the day they
crossed this threshold and give, in this declaration the number of
securities held that ultimately give access to the share capital.
The management companies of FCPs (Fonds Communs de Placement) are
required to provide this information for the total amount of the
Company shares held in the funds they manage. Above 1.5 %, every
incremental threshold crossing of 0.50 % of the share capital or of
the voting rights also requires a report to the Company in the
conditions provided above. The non-compliance of this obligation is
sanctioned, in accordance with legal provisions, at the request
(which has to be recorded in the minutes of the Shareholders
General Meeting) of one or more shareholders holding at least 5% of
the share capital or voting rights of the Company. Any shareholder,
acting alone or jointly, is also required to inform the Company
within 15 days when the percentage of share capital or voting
rights they hold becomes inferior to the thresholds determined in
the present paragraph. Negotiability of the shares No statutory
clause limits the free negotiability of the shares comprising the
share capital of Société Générale. Only the regulations related to
the holding of shares as part of a company or group savings plan
shall limit the negotiability of the said shares. Nature and type
of the shares Except in the occurrence of an early exit event, at
the end of the legal lock-up period applicable to units and shares
held directly as part of a company or a group savings plan, the
shares will be eligible for either bearer or registered form. |
| Lock-up
Period |
The shares held directly by the Beneficiaries as well as the units
of the FCPEs, as the case may be, will be unavailable for a period
of 5 years, except in the occurrence of an early exit event in
accordance with the provisions applicable in the respective company
or group savings plan. Regarding the 3rd tranche, it has to be
noted that in some countries and in compliance with local
legislation, early exit events may not be available to
employees. |
| Special
note regarding the international offering |
This document does not constitute an offer to sell or a
solicitation to subscribe to Société Générale shares. The
offering of Société Générale shares reserved for employees
and retired employees eligibles from adhering entities to Companies
or Group Savings Plan of Société Générale Group will be conducted
only in 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 from 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 authorizations
have been obtained. This document is not destined for, and copies
thereof should not be sent to, countries in which such a prospectus
has not been approved or such an exemption is not available or
where all of the required filing procedures and/or notifications
have not been completed or where the authorizations have not been
obtained. With respect to the United States in particular, the
securities mentioned in this document have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and may not be offered or sold in
the United States absent such registration or an applicable
exemption from the registration requirements of the Securities Act.
Société Générale does not intend to register any portion of the
planned offering in the United States or to conduct a public
offering of securities in the United States. The securities will
only be offered in transactions benefitting from an exemption from
registration. |
This document is made in reliance of the
exemption from publishing a prospectus provided for in Article
4(1)(e) of the EU Directive 2003/71/EC, as amended (the “Prospectus
Directive”).
It represents (i) the document required to
qualify for the exemption from the requirement to publish a
prospectus as defined in the Prospectus Directive ,
transposed in internal law of the member states of the European
Union and, with respect to French law, to articles 212-4(5°) and
212-5(6°) of the AMF General Regulations and article 19 of AMF
circular DOC2016-04 of October 21, 2016 as amended, as well as (ii)
the press release required by the AMF in accordance with article
221-33-2 of the AMF General Regulations.
- Societe-Generale-Information-Document-GESOP-2019