The Offer is made to the employees of the group in Germany, Belgium, Denmark, Spain, France, Italy, Luxembourg, Norway, the Netherlands, Poland, Singapore, Sweden and Switzerland, members of the Group employees saving plans, and in the United-Kingdom and in India, in accordance with the Share Incentive Plan (the "SIP") terms and conditions.
With this Offer, Sopra Steria wishes to associate more closely its employees to the Group’s future development and performance.
Framework of the Offer
The Offer to the Group employees will be realized through the sale of existing treasury shares which have been repurchased previously by Sopra Steria within the share repurchase programme authorized by the General Shareholder's meeting of June 25, 2015, in accordance with article L. 225-209 of the French Commercial Code. The Offer will be realized in accordance with the dispositions of articles L. 3332-18 and following of the French Labor Code.
The Board of Directors decided on January 21 2016 to proceed with the Offer and delegated to the CEO all the necessary powers to implement it. In accordance with the decision of the Board of Directors, the Offer relates to a maximum of 200,000 company shares corresponding to 100,000 shares purchased by employees and 100,000 free shares granted as employer contribution. A maximum number of 8,500 free shares should be also granted for the SIP Plan.
The CEO, acting by delegation on behalf of the Board of Directors, will decide on the dates of the Offer period and set the acquisition price. This decision should be taken on April 6, 2016.
The acquisition price will be equal to 100% of the Reference Price, corresponding to the average opening listed price of the Sopra Steria shares on the Euronext Paris market over the twenty (20) trading dates prior to the decision of the CEO.
Conditions of the Offer
- Beneficiaries of the Offer:
The Beneficiaries of the Offer are the employees of the companies members of the PEG and of the PEGI, having an employment contract with one of the companies on the closing date of the Offer period (i.e. April 19, 2016), regardless of the nature of the employment contract (fixed-term contract, permanent contract, full-time or part-time) and having at least three months of service (the "Beneficiaries").
- Scope of the Offer:
Sopra Steria Group S.A. with a share capital of 20,446,723 Euros, whose registered office is at PAE Les Glaisins – 74940 Annecy-le-Vieux, and the companies of the Sopra Steria, of which Sopra Steria Group holds directly or indirectly more than 50% of the share capital, whose registered offices are in Germany, Belgium, Denmark, Spain, France, Italy, Luxembourg, Norway, the Netherlands, Poland, Singapore, Sweden and Switzerland, members of the PEG or of the PEGI, are part of the scope of the Offer.
In the United Kingdom and India, the offer is set up in accordance with SIP rules.
- Rules for participation to the Offer:
The shares are purchased directly or through a French employee mutual fund (the "FCPE"), designated "Sopra Steria Actions".
The characteristics of the Offer are specified in the information brochure, the purchase form and the Key Investor Information Document (the "KIID") of the FCPE.
- Acquisition formula of the Sopra Steria shares:
The employees will purchase the Sopra Steria shares through a classic formula. They will benefit from an employer contribution corresponding to a free share granted for each purchased share, up to a maximum gross amount of 3,000 Euros.
In France, the employees should have to pay the social contribution (“CSG/CRDS”) attached to the employer contribution amount.
- Voting rights:
The voting rights associated with the shares will be exercised by the supervisory board of the FCPE and directly by the employees who directly hold the shares.
- Overall and individual limits of the Offer:
The Offer is subject to the maximum limit of 100,000 purchased shares by the employees and 100,000 free shares as employer contribution. If the sum of the purchase orders received exceeds this limit, the amount of individual purchase orders can be reduced according to a capping method, i.e. by first reducing the highest purchase orders, by successive iterations, in order to achieve the authorized ceiling. However, no purchase order can be reduced to an amount lower than one share.
According to article L. 3332-10 of the French Labor Code, the amount of voluntary contributions made annually by the Beneficiaries in the PEG and PEGI may not exceed one quarter of their annual gross remuneration for 2015.
- Lock-up period for the FCPE units or the shares held directly by the employees:
The FCPE units or the shares held directly by the employees participating to the Offer will be locked-in for a five-year period, except in the cases of early release as provided for in article R. 3324-22 of the French Labor Code and by the local law.
The cases of early release as provided for by the French Labor Code may be reduced to take into consideration the local tax and legal constraints.
Characteristics of the shares
The shares purchased by the employees are ordinary shares of the same class as existing Sopra Steria shares.
Sopra Steria shares are admitted to trading on the Euronext Paris Market (Code ISIN: FR0000050809).
Total amount of the Offer
The maximum amount of the Offer will correspond to the number of Sopra Steria shares purchased by the employees and of free shares granted within the Offer.
Indicative schedule of the Offer
- Set up of the acquisition price: April 6, 2016
- Offer period: from April 7, 2016 inclusive to April 19, 2016 inclusive
- Delivery of the acquired shares and free shares: May 18, 2016.
These dates are communicated for information purposes only and may be modified.
This present document does not constitute an offer to sale or a solicitation for the purchase of the Sopra Steria shares. The Offer will only be implemented in countries where it is the subject of a registration or a notification to the local competent authorities and/or following the approval of a prospectus by the local competent authorities, or in accordance with an exemption from the requirement to prepare a prospectus or register or notify the offer.
More generally, the Offer will only be implemented in the countries where the required registration and/or notification procedures have been completed and where the necessary authorizations have been granted.
Contact details for the employees
For any inquiries regarding the Offer, the Beneficiaries can contact their Human Resources department and/or any other contact as specified in the documents delivered to the Beneficiaries.
This document is the document required by the French AMF in accordance with article 212-4-5° of the French AMF General Rules and article 14 of the 2005-11 Instruction dated 13 December 2005.