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Yahoo
22-05-2025
- Business
- Yahoo
Description of the Share Repurchase Program Covered by the Liquidity Agreement with Kepler Chevreux
Daix, May 22, 2025 Pursuant to Article 241-2 of the AMF General Regulations (Règlement Général de l'Autorité des marchés financiers), the purpose of this description is to present the objectives and terms of the Company's share repurchase program approved by the Ordinary General Meeting of May 22, 2025, it being specified that the Company does not to date intend to pursue any objective other than to animate the market under a liquidity agreement which has been in place since the listing on Euronext. Securities concerned: shares issued by Inventiva SA. Maximum proportion of capital that may be purchased by the Company: 10%. Maximum number of its own shares that may be acquired by the Company, based on the number of shares making up the share capital as of May 19, 2025: 13 915 127; however, taking into account the 45 454 shares held in treasury, only 13 869 673 treasury shares are available to be acquired. Allocation of treasury shares as of May 19, 2025: the 45 454 treasury shares held as of May 19, 2025 are allocated for the purpose of ensuring the liquidity of or making the market in Inventiva's shares through the intermediary of an investment services provider acting independently within the framework of a market making agreement that complies with a code of conduct recognized by the Autorité des marchés financiers. Maximum price per share: 40 euros. Objectives: The objectives of the share repurchase program pursuant to the 22nd resolution of the Ordinary General Meeting of May 22, 2025 are as follows: to purchase or sell shares under a liquidity agreement entered into with an investment services provider, in accordance with the conditions set by the market authorities; to implement and perform obligations related to stock option programs or other share allocations to employees and corporate officers of the Company and, in particular, to allocate shares to employees and corporate officers of the Company in connection with (i) profit-sharing, or (ii) any share purchase, stock option or free share allocation plan under the conditions provided for by law, in particular by Articles L.3331- 1 seq. of the French Labor Code (including any sale of shares referred to in Article L.3332-24 of the French Labor Code), and to carry out any hedging transactions relating to such transactions; to deliver ordinary shares upon the exercise of rights attached to securities carrying rights to shares of the Company by redemption, conversion, exchange, presentation of a warrant or any other means; to reduce the Company's capital by cancelling all or some of the shares acquired; and more generally, to carry out any transaction that may be authorized by law or any market practice that may be admitted by the market authorities, it being specified that, in such a case, the Company would inform its shareholders by means of a press release. Duration of the program: 18 months from the Ordinary General Meeting of May 22, 2025. About Inventiva Inventiva is a clinical-stage biopharmaceutical company focused on the research and development of oral small molecule therapies for the treatment of patients with MASH and other diseases with significant unmet medical need. The Company is currently evaluating lanifibranor, a novel pan-PPAR agonist, in the NATiV3 pivotal Phase 3 clinical trial for the treatment of adult patients with MASH, a common and progressive chronic liver disease. Inventiva is a public company listed on compartment B of the regulated market of Euronext Paris (ticker: IVA, ISIN: FR0013233012) and on the Nasdaq Global Market in the United States (ticker: IVA). Contacts Inventiva Pascaline ClercEVP, Strategy and Corporate Affairs media@ +1 202 499 8937 Brunswick GroupTristan Roquet Montegon /Aude Lepreux /Julia CailleteauMedia relationsinventiva@ +33 1 53 96 83 83 ICR HealthcarePatricia L. BankInvestor +1 415 513 1284 Important Notice This press release contains certain 'forward-looking statements' within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release are forward-looking statements. These statements include, but are not limited to, forecasts and estimates with respect to Inventiva's cash resources, forecasts and estimates with respect to Inventiva's NATiV3 Phase 3 clinical trial of lanifibranor in MASH , including duration, timing and costs, and the results and timing thereof and regulatory matters with respect thereto, clinical trial data releases and publications, the potential therapeutic benefits of lanifibranor, and future activities, expectations, plans, growth and prospects of Inventiva, and the absence of material adverse events. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, 'believes', 'anticipates', 'expects', 'intends', 'plans', 'seeks', 'estimates', 'may', 'will', 'would', 'could', 'might', 'should', 'designed', 'hopefully', 'target', 'potential', 'opportunity', 'possible', 'aim', and 'continue' and similar expressions. Such statements are not historical facts but rather are statements of future expectations and other forward-looking statements that are based on management's beliefs. These statements reflect such views and assumptions prevailing as of the date of the statements and involve known and unknown risks and uncertainties that could cause future results, performance, or future events to differ materially from those expressed or implied in such statements. Actual events are difficult to predict and may depend upon factors that are beyond Inventiva's control. There can be no guarantees with respect to pipeline product candidates that the clinical trial results will be available on their anticipated timeline, that future clinical trials will be initiated as anticipated, that product candidates will receive the necessary regulatory approvals, or that any of the anticipated milestones by Inventiva or its partners will be reached on their expected timeline, or at all. Future results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates due to a number of factors, including that the recommendation of the DMC may not be indicative of a potential marketing approval, Inventiva cannot provide assurance on the impacts of the Suspected Unexpected Serious Adverse Reaction on the results or timing of the NATiV3 trial or regulatory matters with respect thereto, that Inventiva is a clinical-stage company with no approved products and no historical product revenues, Inventiva has incurred significant losses since inception and has never generated any revenue from product sales, Inventiva will require additional capital to finance its operations, in the absence of which, Inventiva may be required to significantly curtail, delay or discontinue one or more of its research or development programs or be unable to expand its operations or otherwise capitalize on its business opportunities and may be unable to continue as a going concern, Inventiva's ability to obtain financing and to enter into potential transactions, Inventiva's future success is dependent on the successful clinical development, regulatory approval and subsequent commercialization of its lanifibranor, preclinical studies or earlier clinical trials are not necessarily predictive of future results and the results of Inventiva's and its partners' clinical trials may not support Inventiva's and its partners' product candidate claims, Inventiva's expectations with respect to its clinical trials may prove to be wrong and regulatory authorities may require additional holds and/or additional amendments to Inventiva's clinical trials, Inventiva's expectations with respect to the clinical development plan for lanifibranor for the treatment of MASH may not be realized and may not support the approval of a New Drug Application, Inventiva's ability to identify additional products or product candidates with significant commercial potential, Inventiva's expectations with respect to its pipeline prioritization plan and related workforce reduction, including whether the plan will be implemented and the timing, potential benefits, expenses and consequences relating thereto, Inventiva's ability to execute on its commercialization, marketing and manufacturing capabilities and strategy, Inventiva's ability to successfully cooperate with existing partners or enter into new partnerships, and to fulfill its obligations under any agreements entered into in connection with such partnerships, the benefits of its existing and future partnerships on the clinical development, regulatory approvals and, if approved, commercialization of its product candidates, and the achievement of milestones thereunder and the timing thereof, Inventiva and its partners may encounter substantial delays beyond expectations in their clinical trials or fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, the ability of Inventiva and its partners to recruit and retain patients in clinical studies, enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside Inventiva's and its partners' control, Inventiva's product candidates may cause adverse drug reactions or have other properties that could delay or prevent their regulatory approval, or limit their commercial potential, Inventiva faces substantial competition and Inventiva's business, and pre-clinical studies and clinical development programs and timelines, its financial condition and results of operations could be materially and adversely affected by changes in laws and regulations, unfavorable conditions in its industry, geopolitical events, such as the conflict between Russia and Ukraine and related sanctions, the conflict in the Middle East and the related risk of a larger conflict, health epidemics, and macroeconomic conditions, including developments in international trade policies, global inflation, financial and credit market fluctuations, tariffs and other trade barriers, international trade relations, political turmoil, and natural catastrophes, uncertain financial markets and disruptions in banking systems. Given these risks and uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts, and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Please refer to the Universal Registration Document for the year ended December 31, 2024 filed with the Autorité des Marchés Financiers on April 15, 2025 and the Annual Report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the 'SEC') on April 15, 2025 for other risks and uncertainties affecting Inventiva, including those described under the caption 'Risk Factors', and in future filings with the SEC. Other risks and uncertainties of which Inventiva is not currently aware may also affect its forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. All information in this press release is as of the date of the release. Except as required by law, Inventiva has no intention and is under no obligation to update or review the forward-looking statements referred to above. Consequently, Inventiva accepts no liability for any consequences arising from the use of any of the above statements. Attachment Inventiva - PR - Liquidity agreement Shareholders Meeting - EN - 05 22 2025
Yahoo
30-04-2025
- Business
- Yahoo
Capital Increase Reserved for Employees of TotalEnergies in 2025
PARIS, April 30, 2025--(BUSINESS WIRE)--Regulatory News: In accordance with its policy in favor of employee shareholding, TotalEnergies SE (Paris:TTE) (LSE:TTE) (NYSE:TTE) (the "Corporation") is implementing its annual capital increase reserved for employees and former employees of the TotalEnergies company (the "Company"). Through this operation, TotalEnergies SE intends to continue involving its employees in the Company's growth. Employee shareholders, within the meaning of Article L. 225-102 of the French Commercial Code and article 11 par. 6 of the Articles of Association of TotalEnergies SE, held 8.4% of TotalEnergies SE's share capital as of March 31, 2025. The twenty-second resolution of the Shareholders' Meeting held on May 24, 2024 granted the Board of Directors (the "Board") the authority to decide, within a maximum period of 26 months, to carry out one or more capital increases of ordinary shares without preferential subscription rights, not to exceed 1.5% of the share capital at the date of the Board meeting deciding on the operation and reserved to members of a savings plan pursuant to the provisions of Articles L. 225-129 et seq., L. 225-138 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 to L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labor Code. The Board, pursuant to the above-mentioned authorization, decided during its meeting on October 30, 2024, to carry out, in 2025, a new share capital increase reserved for employees and former employees of the Company pursuant to the following conditions: Maximum number of shares to be offered and total amount of the offer: 18 million shares with a nominal value of €2.50 each, representing a total nominal amount of €45 million, which is the equivalent of 0.75% of the share capital as of the date of the Board's decision. Description of the newly issued shares: same category as existing TotalEnergies shares with immediate dividend rights. The rights attached to the newly issued shares are the same as the rights attached to the existing shares of the Corporation, and are described in the Articles of Association of TotalEnergies SE. Listing of the newly issued shares on Euronext: on the same line as existing TotalEnergies shares (ISIN code FR0000120271), from their issuance. American Depositary Receipts admitted to trading on the New York Stock Exchange may be issued in exchange for the new shares. Share subscription price: equal to price corresponding to the average of the closing prices of the TotalEnergies shares on Euronext over the 20 trading sessions preceding the date of the decision setting the opening date for the subscription period, reduced by a 20% discount, and rounded off to the highest tenth of a euro. The subscription price will be definitively fixed before the beginning of the subscription period. By delegation of the Board of directors, the Chairman and CEO, on April 29, 2025: confirmed the subscription period as follows: - opening on May 2, 2025- closing on May 15, 2025 (included) fixed the subscription price to 42.50 € per share, corresponding to the arithmetic average of the closing prices of the TotalEnergies shares on Euronext Paris over the 20 trading sessions preceding April 29, 2025, reduced by a 20% discount, and rounded off to the highest tenth of a euro. Please refer to the appendix to this press release for further information on this operation. ____ About TotalEnergies TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations. @TotalEnergies TotalEnergies TotalEnergies TotalEnergies Cautionary Note The program, reserved to eligible employees and retirees of the Company, will be implemented in France as well as in certain foreign countries, including the United States, where the shares offered in the United States will be registered with the Securities and Exchange Commission (SEC). Shares and FCPE units offered outside the United States will not be registered with the SEC. In particular, the units of the below-mentioned FCPEs cannot be offered or sold in the United States directly or indirectly (or in its territories or possessions), or for the benefit of a "U.S. Person", as defined in American regulations. Persons wishing to subscribe to units in these FCPEs, will have to certify, when subscribing, that they are not "U.S. Persons". The definition of "U.S. Person" is available on the FCPE Management Company's website ( press release is produced for information purposes only and does not constitute an offer for the sale or the subscription of securities. Moreover, this press release should not be distributed in the countries where the offering remains subject to approval of the local offer will be issued only in the countries where the local administrative and regulatory procedures have been implemented (in particular, the registration procedures, notification, granting of authorizations and/or applicable exemptions and the information or the consultation of the representatives of the employees).This press release represents the document required to qualify for the exemption from the requirement to publish a prospectus as defined in Articles 1 4°i) and 5°h) of the Regulation (UE) 2017/1129 of June 14, 2017. Appendix to the press release on April 30, 2025 Issuer: TotalEnergies SEInformation related to TotalEnergies SE is available on its website ( and more specifically in its 2024 Universal Registration Document, the French version of which was filed with the Autorité des marchés financiers ("AMF") on March 31, 2025 under the registration number D. 25-0203 and is also available free of charge at the head office of TotalEnergies SE. SCOPE OF THE RESERVED OFFERING: CORPORATIONS AND BENEFICIARIESApproximately 115,000 beneficiaries are eligible to participate in the 2025 capital to compliance with regulations and required administrative approvals being obtained in the different countries, this capital increase will be reserved to employees and former employees of the Corporation and its French and non-French subsidiaries, the capital or voting rights of which, as of the opening date for the subscription period, are directly or indirectly held at more than 50% by TotalEnergies SE (the "Subsidiaries"), members of the PEG-A: - employees of TotalEnergies SE and its Subsidiaries: who have at least 3 months of employment with the Company as of the last day of the subscription period; and - former employees of TotalEnergies SE or the Subsidiaries, if they: have left the Company due to retirement or early retirement; had made at least one payment in the PEG-A before termination of their employment; still have assets invested in the PEG-A, and, thus, are members of the plan. MATCHING CONTRIBUTIONEmployees subscribing to the offering will benefit from a matching contribution in the form of a free allotment of additional shares, determined based on the amount of the personal contribution and within the limits of ten free shares per employee and within the maximum amount of the offering set by the Board at its meeting on October 30, 2024. SUBSCRIPTION TERMS AND CONDITIONSThe beneficiaries will have the opportunity to subscribe via employee shareholding funds ("FCPEs") created for the needs of this offering and which have been approved by the AMF. In the countries where this option is not available the shares will be directly subscribed. Voting rights attached to the shares subscribed through an FCPE will be exercised by the Supervisory Board of such FCPE. With respect to the shares subscribed directly by employees, the voting rights will be exercised by the subscribers individually. MAXIMUM SUBSCRIPTIONPursuant to Article L. 3332-10 of the French Labor Code, the amount of the payments made each year by an employee as part of a savings plan (excluding matching contribution and profit-sharing schemes, i.e., intéressement and participation) cannot exceed one quarter of the employee's gross annual salary. LOCK-UP PERIOD FOR THE UNITS OR SHARESPursuant to Article L. 3332-25 of the French Labor Code, shares or FCPE units subscribed in this offering must be held during a lock-up period of five years, except for certain early release cases provided for by Articles L. 3324-10 et R. 3324-22 of the French Labor Code. For beneficiaries who are not French tax residents, the list of early release cases may be adapted due to legal provisions applicable locally. RULE FOR REDUCTION OF SUBSCRIPTION REQUESTSThe capital increase will be fulfilled by the total number of shares subscribed directly by employees and via the FCPEs. If the total number of subscribed shares exceeds the maximum number of shares offered by the Board of Directors at its meeting on October 30, 2024 (18 million shares, including shares allotted as an immediate employer contribution), the subscriptions will be cut back in the following manner: - all subscription undertakings will be fully honored up to the subscription average, defined as the quotient between the maximum number of shares offered by the Board and the number of subscribers,- subscriptions undertakings that exceed the subscription average will be fulfilled in proportion to the number of subscription undertakings not yet fulfilled with the reduction being made as follows: the reduction will be carried out on a pro rata basis according to the subscription undertakings; and the reduction will be carried out first on the portion of the offer paid with salary advance then, when applicable, on the portion paid with profit-sharing schemes and then on the portion paid in cash. View source version on Contacts TotalEnergies Media Relations: +33 (0)1 47 44 46 99 l presse@ l @TotalEnergiesPR Investor Relations: +33 (0)1 47 44 46 46 l ir@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
30-04-2025
- Business
- Business Wire
Capital Increase Reserved for Employees of TotalEnergies in 2025
PARIS--(BUSINESS WIRE)--Regulatory News: In accordance with its policy in favor of employee shareholding, TotalEnergies SE (Paris:TTE) (LSE:TTE) (NYSE:TTE) (the 'Corporation') is implementing its annual capital increase reserved for employees and former employees of the TotalEnergies company (the 'Company'). Through this operation, TotalEnergies SE intends to continue involving its employees in the Company's growth. Employee shareholders, within the meaning of Article L. 225-102 of the French Commercial Code and article 11 par. 6 of the Articles of Association of TotalEnergies SE, held 8.4% of TotalEnergies SE's share capital as of March 31, 2025. The twenty-second resolution of the Shareholders' Meeting held on May 24, 2024 granted the Board of Directors (the 'Board') the authority to decide, within a maximum period of 26 months, to carry out one or more capital increases of ordinary shares without preferential subscription rights, not to exceed 1.5% of the share capital at the date of the Board meeting deciding on the operation and reserved to members of a savings plan pursuant to the provisions of Articles L. 225-129 et seq., L. 225-138 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 to L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labor Code. The Board, pursuant to the above-mentioned authorization, decided during its meeting on October 30, 2024, to carry out, in 2025, a new share capital increase reserved for employees and former employees of the Company pursuant to the following conditions: Maximum number of shares to be offered and total amount of the offer: 18 million shares with a nominal value of €2.50 each, representing a total nominal amount of €45 million, which is the equivalent of 0.75% of the share capital as of the date of the Board's decision. Description of the newly issued shares: same category as existing TotalEnergies shares with immediate dividend rights. The rights attached to the newly issued shares are the same as the rights attached to the existing shares of the Corporation, and are described in the Articles of Association of TotalEnergies SE. Listing of the newly issued shares on Euronext: on the same line as existing TotalEnergies shares (ISIN code FR0000120271), from their issuance. American Depositary Receipts admitted to trading on the New York Stock Exchange may be issued in exchange for the new shares. Share subscription price: equal to price corresponding to the average of the closing prices of the TotalEnergies shares on Euronext over the 20 trading sessions preceding the date of the decision setting the opening date for the subscription period, reduced by a 20% discount, and rounded off to the highest tenth of a euro. The subscription price will be definitively fixed before the beginning of the subscription period. By delegation of the Board of directors, the Chairman and CEO, on April 29, 2025: confirmed the subscription period as follows: - opening on May 2, 2025 - closing on May 15, 2025 (included) fixed the subscription price to 42.50 € per share, corresponding to the arithmetic average of the closing prices of the TotalEnergies shares on Euronext Paris over the 20 trading sessions preceding April 29, 2025, reduced by a 20% discount, and rounded off to the highest tenth of a euro. Please refer to the appendix to this press release for further information on this operation. ____ About TotalEnergies TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations. @TotalEnergies TotalEnergies TotalEnergies TotalEnergies Cautionary Note The program, reserved to eligible employees and retirees of the Company, will be implemented in France as well as in certain foreign countries, including the United States, where the shares offered in the United States will be registered with the Securities and Exchange Commission (SEC). Shares and FCPE units offered outside the United States will not be registered with the SEC. In particular, the units of the below-mentioned FCPEs cannot be offered or sold in the United States directly or indirectly (or in its territories or possessions), or for the benefit of a "U.S. Person", as defined in American regulations. Persons wishing to subscribe to units in these FCPEs, will have to certify, when subscribing, that they are not "U.S. Persons". The definition of "U.S. Person" is available on the FCPE Management Company's website ( This press release is produced for information purposes only and does not constitute an offer for the sale or the subscription of securities. Moreover, this press release should not be distributed in the countries where the offering remains subject to approval of the local authorities. The offer will be issued only in the countries where the local administrative and regulatory procedures have been implemented (in particular, the registration procedures, notification, granting of authorizations and/or applicable exemptions and the information or the consultation of the representatives of the employees). This press release represents the document required to qualify for the exemption from the requirement to publish a prospectus as defined in Articles 1 4°i) and 5°h) of the Regulation (UE) 2017/1129 of June 14, 2017. Appendix to the press release on April 30, 2025 Issuer: TotalEnergies SE Information related to TotalEnergies SE is available on its website ( and more specifically in its 2024 Universal Registration Document, the French version of which was filed with the Autorité des marchés financiers ('AMF') on March 31, 2025 under the registration number D. 25-0203 and is also available free of charge at the head office of TotalEnergies SE. SCOPE OF THE RESERVED OFFERING: CORPORATIONS AND BENEFICIARIES Approximately 115,000 beneficiaries are eligible to participate in the 2025 capital increase. Subject to compliance with regulations and required administrative approvals being obtained in the different countries, this capital increase will be reserved to employees and former employees of the Corporation and its French and non-French subsidiaries, the capital or voting rights of which, as of the opening date for the subscription period, are directly or indirectly held at more than 50% by TotalEnergies SE (the 'Subsidiaries'), members of the PEG-A: - employees of TotalEnergies SE and its Subsidiaries: who have at least 3 months of employment with the Company as of the last day of the subscription period; and - former employees of TotalEnergies SE or the Subsidiaries, if they: have left the Company due to retirement or early retirement; had made at least one payment in the PEG-A before termination of their employment; still have assets invested in the PEG-A, and, thus, are members of the plan. MATCHING CONTRIBUTION Employees subscribing to the offering will benefit from a matching contribution in the form of a free allotment of additional shares, determined based on the amount of the personal contribution and within the limits of ten free shares per employee and within the maximum amount of the offering set by the Board at its meeting on October 30, 2024. SUBSCRIPTION TERMS AND CONDITIONS The beneficiaries will have the opportunity to subscribe via employee shareholding funds ('FCPEs') created for the needs of this offering and which have been approved by the AMF. In the countries where this option is not available the shares will be directly subscribed. Voting rights attached to the shares subscribed through an FCPE will be exercised by the Supervisory Board of such FCPE. With respect to the shares subscribed directly by employees, the voting rights will be exercised by the subscribers individually. MAXIMUM SUBSCRIPTION Pursuant to Article L. 3332-10 of the French Labor Code, the amount of the payments made each year by an employee as part of a savings plan (excluding matching contribution and profit-sharing schemes, i.e., intéressement and participation) cannot exceed one quarter of the employee's gross annual salary. LOCK-UP PERIOD FOR THE UNITS OR SHARES Pursuant to Article L. 3332-25 of the French Labor Code, shares or FCPE units subscribed in this offering must be held during a lock-up period of five years, except for certain early release cases provided for by Articles L. 3324-10 et R. 3324-22 of the French Labor Code. For beneficiaries who are not French tax residents, the list of early release cases may be adapted due to legal provisions applicable locally. RULE FOR REDUCTION OF SUBSCRIPTION REQUESTS The capital increase will be fulfilled by the total number of shares subscribed directly by employees and via the FCPEs. If the total number of subscribed shares exceeds the maximum number of shares offered by the Board of Directors at its meeting on October 30, 2024 (18 million shares, including shares allotted as an immediate employer contribution), the subscriptions will be cut back in the following manner: - all subscription undertakings will be fully honored up to the subscription average, defined as the quotient between the maximum number of shares offered by the Board and the number of subscribers, - subscriptions undertakings that exceed the subscription average will be fulfilled in proportion to the number of subscription undertakings not yet fulfilled with the reduction being made as follows: the reduction will be carried out on a pro rata basis according to the subscription undertakings; and the reduction will be carried out first on the portion of the offer paid with salary advance then, when applicable, on the portion paid with profit-sharing schemes and then on the portion paid in cash.
Yahoo
22-04-2025
- Business
- Yahoo
Nexans launches its 11th employee share offering plan, ACT 2025
11th employee share offering in the Nexans Group Paris, on April 22, 2025 – Nexans will implement its 11th employee share offering in the second half of 2025. This offering will consist of one or more capital increases, together covering a maximum of 750,000 shares. Settlement and delivery of the shares is scheduled for July 30, 2025. This employee share offering is part of a strong commitment to involve employees in the performance and development of the Group, both in France and abroad, and will be therefore implemented in 28 countries. This transaction called « ACT 2025 » will consist of a unique offering including a leverage effect and an investment guarantee, which may be adjusted on a country-by-country basis, in the form of a comparable offering, enabling the objectives of the main offering to be met while taking into account the tax and legal requirements applicable in the various countries. The main terms and conditions of this offering are described hereinafter. Framework of the transaction – Offered shares The shareholders of Nexans, at the combined General Shareholders' Meeting of May 16, 2024, delegated to the Board of Directors of Nexans the power to decide to implement an employee share offering, through the issuance of new shares reserved for employees. The transaction will involve a maximum nominal amount of 600,000 euros, reserved for employees of Nexans S.A. and its French and foreign affiliates, under the conditions of Articles L. 225-180 of the French Commercial Code and L. 3344-1 of the French Labor Code, who are members of a company savings plan, and up to a maximum nominal amount of 150,000 euros, through the issuance of new shares, reserved for a financial institution acting at the request of the Nexans Group, for the implementation of an alternative employee share offering in certain countries within the scope. The Board of Directors decided, during its meetings on July 23 and October 29, 2024, on the principle of implementing an employee share offering for the benefit of beneficiaries who are members of the French Group savings plan or the international Group savings plan of the Nexans Group. The CEO of Nexans, acting on delegation of the Board of Directors, will determine the final terms and conditions of the transaction by a decision expected to occur on June 20, 2025; on that date, he is expected to set the subscription price of the shares in relation to the transaction, which will be the 'Reference Price' (equal to the arithmetic average of the volume-weighted average prices of the Nexans share over the 20 trading days preceding that date), less a discount of 20%. Main terms of the employee share offering Beneficiaries of the share offering reserved for employees: the beneficiaries of the offering are (i) the employees, and the corporate officers under the conditions provided for by Article L.3332-2 of the French Labor Code, of the companies in the offering scope, members of the French Group Savings Plan or the international Group Savings Plan, and that are able to justify a three-month seniority with the Nexans Group at the closing date of the revocation period and (ii) the early retirees and retirees of the French companies of the Group who have maintained assets within the French Group Savings Plan since they left the Nexans Group. Companies in the offering scope: companies of the Nexans Group, having their registered office in France or abroad (i) in which Nexans S.A. holds directly or indirectly more than 50% of their share capital, (ii) which will have become members of the French Nexans Group Savings Plan or the international Group Savings Plan and (iii) which are located in one of the 28 following countries: Australia, Belgium, Brazil, Canada, Chile, Mainland China, Colombia, Czech Republic, Finland, France, Germany, Ghana, Greece, Italy, Ivory Coast, Japan, Lebanon, Morocco, New Zealand, Norway, Peru, South Korea, Spain, Sweden, Switzerland, Turkey, United Kingdom and United-States. Terms and conditions of subscription: the shares will either be subscribed as registered shares, or through a fonds commun de placement d'entreprise ('FCPE'), in accordance with the applicable regulation and/or applicable tax legislation in the various countries where the offering is implemented. Subscription formulas: the beneficiaries will be able to subscribe to Nexans shares through a FCPE (except local particular restrictions) within the framework of the unique leveraged and secured subscription formula aimed at guaranteeing the beneficiaries' initial investment, in euros. In some countries, the beneficiaries will be able to subscribe to Nexans shares and will receive a Stock Appreciation Right, offering an economic profile comparable to that offered through a FCPE. Beneficiaries participating in the offering will benefit from a matching contribution from Nexans, under the conditions described in the documentation specifically related to the offering. Lock-up period applicable to the Nexans shares (or to the corresponding FCPE units): the beneficiaries of the offering shall hold the Nexans shares (or, as the case may be, the corresponding FCPE units) for a five-year holding period, except in the event of an early release. Exercise of the voting rights attached to the Nexans shares: when the Nexans shares will be subscribed and held through a FCPE, the voting rights attached to these shares will be exercised by the Supervisory Board of the concerned FCPE; in other cases, the voting rights will be exercised individually by the beneficiaries or shareholders involved. Schedule of the transaction Reservation period: from May 5, 2025 (inclusive) to May 22, 2025 (inclusive); Determination and communication of the subscription price: on June 20, 2025; Revocation period: from June 25, 2025 (inclusive) to June 27, 2025 (inclusive); Settlement and delivery of the shares: on July 30, 2025. Hedging transaction The implementation of the leveraged formula involves hedging transactions from the financial institution structuring the offering, in particular through purchases and/or sales of Nexans shares, loans or borrowings of Nexans shares, purchases of call options on Nexans shares and/or any other transactions, at any time and in particular as from the opening date of the period for setting the Reference Price and throughout the duration of the transaction. Listing The listing of the newly-issued Nexans shares to be traded on the regulated market of Euronext Paris (ISIN Code: FR0000044448), on the same listing line as the existing shares, will be requested as soon aspossible following the completion of the settlement-delivery of the shares scheduled for July 30, 2025. Specific mention regarding the international offering This press release does not constitute an offering to sell or a solicitation to subscribe for Nexans shares. The offering of Nexans shares reserved for employees will only be implemented in the countries where such an offering has been registered with and/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 register or notify the offering. More generally, the offering will only be implemented in countries where all required filing procedures and/or notifications have been completed and the required authorizations have been obtained. Contact for the beneficiaries of the offering The beneficiaries may address all questions regarding this offering to their Human Resources department and/or any other person as specified in the documentation specifically related to the offering. About Nexans For over a century, Nexans has played a crucial role in the electrification of the planet and is committed to electrifying the future. With approximately 28,500 people in 41 countries, the Group is paving the way to a new world of safe, sustainable and decarbonized electricity that is accessible to everyone. In 2024, Nexans generated €7.1 billion in standard sales. The Group is a leader in the design and manufacturing of cable systems and services across four main business areas: PWR-Transmission, PWR-Grid, PWRConnect and Industry & Solutions. Nexans was the first company in its industry to create a Foundation supporting sustainable initiatives, bringing access to energy to disadvantaged communities worldwide. The Group is recognized as a global leader on climate action and has committed to Net-Zero emissions by 2050 aligned with the Science Based Targets initiative (SBTi).Nexans. Electrify the future. Nexans is listed on Euronext Paris, compartment A. For more information, please visit Contacts: Communication Mael Evin (Havas Paris) Tel. : +33 (0)6 44 12 14 91 nexans_h@ Tilla Myhre Tel. : +47 45250987 Ilham Dahou Tel. : +212 666467290 Investors relations Audrey BourgeoisTel. : +33 (0)1 78 15 00 43 Attachment Nexans - Act 2025 - Press releaseSign in to access your portfolio
