Capgemini SE: Transaction to neutralize the dilutive impact of the Employee Share Ownership Plan
08 Ottobre 2020 - 7:00AM
Capgemini SE: Transaction to neutralize the dilutive impact of the
Employee Share Ownership Plan
Media Relations:
Florence Lièvre Tel.: +33 1 47 54 50
71florence.lievre@capgemini.com
Investor Relations:
Vincent Biraud Tel.: +33 1 47 54 50
87vincent.biraud@capgemini.com
Seventh Employee Share Ownership
Plan: Transaction to neutralize the dilutive
impact
Paris, October 8, 2020 – Within the
framework of its seventh Employee Share Ownership Plan (ESOP),
Capgemini announces the launch of a financial operation to
neutralize the shareholder dilution implied by this
plan.
Capgemini will allocate in advance the proceeds
of this ESOP plan, which takes the form of a capital increase
reserved for employees, to the repurchase of existing shares. This
will neutralize most of the shareholder dilution resulting from the
capital increase. This share buyback operation will take place
before December 17, 2020, the date on which the capital increase
will become effective. At that date, the employee shareholding will
be increased by a maximum of 3,000,000 shares (representing 1.77%
of the existing share capital) without any material impact on the
Group's cash position or significant dilution of existing
shareholders.
On October 7, 2020, Capgemini SE entered into a
share buyback agreement with an investment services provider, which
is also the institution structuring the employee shareholding plan.
Capgemini thus undertakes to repurchase its own shares up to a
maximum of 3,000,000 shares and 322.5 million euros for
cancellation. The main terms of the share buyback agreement are
detailed in the appendix to this press release.
As a reminder, this share buyback operation
follows the announcement on September 16, 2020 of the launch of the
ESOP plan and the decision of the Board of Directors of Capgemini
SE to authorize a dedicated share buyback envelope. The terms of
these two operations are in accordance with the authorizations
granted by the Shareholders' Meeting of May 20, 2020.
About Capgemini
Capgemini is a global leader in consulting,
digital transformation, technology and engineering services. The
Group is at the forefront of innovation to address the entire
breadth of clients’ opportunities in the evolving world of cloud,
digital and platforms. Building on its strong more than 50-year
heritage and deep industry-specific expertise, Capgemini enables
organizations to realize their business ambitions through an array
of services from strategy to operations. Capgemini is driven by the
conviction that the business value of technology comes from and
through people. Today, it is a multicultural company of 270,000
team members in almost 50 countries. With Altran, the Group
reported 2019 combined revenues of €17 billion.Visit us
at www.capgemini.com. People matter, results count.
DISCLAIMER
This press release may contain forward-looking
statements. Such statements may include projections, estimates,
assumptions, statements regarding plans, objectives, intentions
and/or expectations with respect to future financial results,
events, operations and services and product development, as well as
statements, regarding future performance or events. Forward-looking
statements are generally identified by the words “expects”,
“anticipates”, “believes”, “intends”, “estimates”, “plans”,
“projects”, “may”, “would” “should” or the negatives of these terms
and similar expressions. Although Capgemini’s management currently
believes that the expectations reflected in such forward-looking
statements are reasonable, investors are cautioned that
forward-looking statements are subject to various risks and
uncertainties (including without limitation risks identified in
Capgemini’s Universal Registration Document available on
Capgemini’s website), because they relate to future events and
depend on future circumstances that may or may not occur and may be
different from those anticipated, many of which are difficult to
predict and generally beyond the control of Capgemini. Actual
results and developments may differ materially from those expressed
in, implied by or projected by forward-looking statements.
Forward-looking statements are not intended to and do not give any
assurances or comfort as to future events or results. Other than as
required by applicable law, Capgemini does not undertake any
obligation to update or revise any forward-looking statement.This
press release does not contain or constitute an offer of securities
for sale or an invitation or inducement to invest in securities in
France, the United States or any other jurisdiction.
* *
*
APPENDIX
Main terms and conditions of the share
buyback agreement
Capgemini SE undertakes to buy back its own
shares up to a maximum of 3,000,000 shares and 322,500,000 euros
with a view to cancelling them.
The price per share to be paid will be
calculated on the basis of the arithmetic average of the
volume-weighted average daily share prices over a period of 20
trading days beginning on October 8, 2020, and corresponding to the
period for setting the reference price of the shares to be issued
under the new ESOP plan.
Buyback transactions by the investment services
provider under this agreement will cease no later than November 4,
2020.
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