2018 SHARE CAPITAL
INCREASE
RESERVED FOR EMPLOYEES OF THE CRÉDIT AGRICOLE
GROUP
Montrouge, on May 16, 2018 -
Crédit Agricole SA today announces the launch of a share offering
reserved for employees of the group worldwide.
-
PURPOSE OF THE OFFER
The purpose of the offer reserved
for employees described in this information document ("the
Offer") is to enable employees of the Crédit
Agricole group to be more closely associated with the growth of the
Company.
-
SHARE ISSUER
Crédit Agricole SA (hereinafter
"Crédit Agricole SA" or
the "Company") a French Société Anonyme with an authorized capital of EUR
8 538 313 578 having its registered office at 12,
place des Etats-Unis - 92127 Montrouge Cedex, France, and
registered in the trade registry (Registre du
commerce et des sociétés) of Nanterre under number 754
608 416.
Information relating to the
Company is available on its website at (www.credit-agricole.com),
and in particular, in the registration document available on this
website.
-
CONTEXT OF THE OFFER - SECURITIES OFFERED
The subscription of shares is
proposed in the context of the French law company savings plans
(plans d'épargne d'entreprise) established by
the French companies which participate in the Offer and the
international group company savings plan established under French
law within the companies of the Scope of the Offer
internationally.
The Offer is made on the basis to
the Company's shareholders' authorisation given by the
38th resolution
of the extraordinary general meeting of shareholders of May 16,
2018 and decision of the Company's Board of Directors of April 17,
2018 on the principle of an issuance of shares at a discount for
the benefit of the beneficiaries defined below and the main
features of the Offer, all of the terms of this decision being
confirmed by the decision of the Board of Directors of May 16, 2018
following the adoption of the shareholders' resolution referred to
above. The Board of Directors delegated to the Chief
Executive Officer and Deputy Chief Executive Officer of the Company
the powers necessary for the implementation of the Offer.
The shares that the employees of
the Crédit Agricole group may subscribe under the Offer (the
"Shares) are ordinary shares with a nominal
value of EUR 3 and of the same class as the existing ordinary
shares. The new Shares will carry current dividend rights. They are
subject to a lock-up period described in paragraph 6 below.
-
ADMISSION TO TRADING ON A REGULATED MARKET
The admission of the new Shares to
trading on the market of Euronext Paris will be requested upon
their issuance, scheduled on August 1st, 2018.
Upon admission to the market of
Euronext Paris, the new Shares will be entirely fungible with the
shares of the Company already listed on such market and traded at
the same trading line under ISIN code number FR000045072.
-
MAXIMUM NUMBER OF ISSUABLE SHARES
Pursuant to the decision of the
Board of Directors of the Company, 32 million shares can be issued
in the context of the Offer, equal to the total nominal value of 96
million euros.
-
SUBSCRIPTION TERMS
Beneficiairies of the offer:
The beneficiaries of the Offer are employees having a seniority of
more than 3 months on the last day of the subscription period,
acquired consecutively or not since January 1, 2017, with the
entities comprised in the Scope of the Offer, subject to applicable
local regulations, as well as eligible retirees of French entities
(the "Employees").
The "Scope of the
Offer" includes:
-
the Company;
-
the entities and groups which are comprised in the scope of
consolidated accounts of the Company pursuant to Article L. 233-16
of the French Commercial Code (Code de
Commerce), at the latest on the day before the opening of the
subscription period, the scope of implementation of the offering
being extended to entities having their registered office (i) in
France or (ii) Germany, Spain, United States of America, Hong Kong,
Italy, Japan, Luxembourg, Monaco, Netherlands, Poland, Portugal,
United Kingdom, Singapore and Switzerland, provided they are held
directly or indirectly at least 50% by the Company and subject to
legal and tax provisions applicable in the countries
concerned;
-
the Caisses régionales de Crédit Agricole
Mutuel ;
-
the companies controlled by the Caisses
régionales de Crédit Agricole Mutuel,
whether directly or indirectly, the scope of implementation of the
offering being extended to entities having their registered office
in (i) France and (ii) Spain, Luxembourg and Switzerland, subject
to the legal and tax provisions applicable in the countries
concerned;
-
the entities controlled by the Company and/or the Caisses régionales de Crédit Agricole
Mutuel pursuant to Article L. 225-180 of the French Commercial
Code (Code de Commerce) and Articles L. 3344-1
and L. 3344-2 of the French Labor Code (Code du
Travail) having their registered office in France;
subject to the condition that (i) the entities listed above have
set-up a company savings plan (plan d'épargne
entreprise) or have joined one of company savings plans, group
savings plans (plan d'épargne groupe) or the
international group savings plan (PEEGI) allowing participation in
the Offer and (ii) applicable local rules and regulations are
observed.
Procedures for subscription:
Employees participating in the Offer implemented in France
subscribe for Shares through a Fonds Commun de
Placement
d'Entreprise (employee shareholding investment vehicle,
or "FCPE") and Employees participating in the Offer implemented in
other countries of the Scope of the Offer subscribe for Shares
directly.
Subscription price:
The subscription price will be equal to 80% of the average of
opening prices of the Crédit Agricole SA share over the 20 trading
days prior to the decision by the Chief Executive Officer or the
Deputy Chief Executive Officer of the Company, acting upon
delegation of the Board of Directors, establishing the opening date
of the subscription period. In accordance with the indicative time
schedule, such decision would be taken on June 19,
2018.
The Subscription Price will be notified to Employees via Intranet
of companies participating to the Offer and on the offering
website.
Maximum subscription amount:
The total maximum subscription in the Offer is set at EUR 40,000.
Furthermore, the total annual amount of the investment in savings
plans is capped at 25% of the gross annual income. The minimum
investment amount is set at EUR 15 for subscription made through
the FCPE in France and to the subscription price of one Share for
direct subscriptions in other countries.
Lock-up of the shares or the FCPE units subscribed in the
context of the Offer:
The subscribers must hold the Shares or the FCPE units subscribed
in the context of the Offer until May 31, 2023 (inclusive), unless
occurrence of an early release event.
Exercise of voting rights attached to
shares:
When shares are subscribed through an FCPE, voting rights are
exercised by the unitholders or by the FCPE Supervisory Board
(conseil de surveillance), in accordance with
the FCPE regulations. With regard to the Shares subscribed for
directly, the voting rights will be exercised individually by the
employees concerned.
-
PROCEDURE IN CASE OF OVER-SUBSCRIPTION
The amount of individual
subscriptions may be reduced if the total of the subscription
commitments received exceeds the maximum amount set for the capital
increase as indicated in Paragraph 5 above. These subscription
commitments will be reduced in accordance with the following
rules:
-
the individual subscription commitments will be
progressively reduced down starting with the highest subscription
commitments, until the subscription threshold after reduction is
reached (the "Reduction Threshold") so that the total of the
individual subscription commitments is less than or equal to the
maximum amount offered;
-
as the result, all subscription commitments that
are less than or equal to the Reduction Threshold will be served
entirely and subscription commitments that exceed the Reduction
Threshold will be served up to this threshold;
-
in the case of French subscribers, the possible
subscription reduction is first deducted from the portion of the
subscription which is financed by way of bank debit, and then on
the sums resulting from a transfer of employee savings.
Moreover, a specific ceiling is
applied to subscriptions in certain countries, especially the
United States and Japan in order to take into account the local tax
and legal provisions. The reduction procedure above shall also
apply if the subscription request in these countries exceeds their
specific ceiling.
-
INDICATIVE TIME SCHEDULE OF THE OFFER
Setting of the subscription price
for Shares: scheduled for June 19, 2018.
Subscription period for Shares: scheduled from June 20, 2018
to July 3, 2018
Settlement/delivery of the Shares: scheduled for August
1st, 2018
This time schedule is indicative
and may be altered due to events affecting the conditions of
implementation of the transaction.
-
LEGAL NOTICE
Further information on Crédit
Agricole SA, the Offer and the Shares offered, can be obtained on
the Company website (www.credit-agricole.com).
The Offer will be implemented only
in countries where such an offering has been registered or notified
to the competent local authorities and/or following an approval of
a prospectus by the competent local authorities or in consideration
of exemption from the requirement to prepare a prospectus or a
registration or notification of the Offer.
More generally, the Offer will
only be conducted in countries where all procedures of registering
and/or notifications have been completed and the necessary
authorizations have been obtained.
The Company may decide not to
complete the Offer, or suspending or postponing it in the event
that market conditions do not allow for the Offer to be carried out
under optimal conditions.
This information document is for
informative purposes and should not be considered as a form of
canvassing or solicitation for the participation of Employees in
the Offer. Furthermore, neither Crédit Agricole SA nor any employer
is giving investment advice with respect to this Offer. Investing
is a personal decision that must be made by the employee, taking
into account diversification of its portfolio.
-
CONTACT FOR THE BENEFICIARIES OF THE OFFER
For any questions regarding the
Offer, beneficiaries may contact their Human Resources manager
and/or any other person specified in the documentation relating to
the Offer provided to beneficiaries.
This document is
a description of the capital increase reserved for employees of the
Crédit Agricole group, established under Articles 212-4, 5 ° and
212-5, 6° of the General Regulations of the Autorité des marchés
financiers, Article 19 of instruction DOC-2016-04 of the Autorité
des marchés financiers.
2018 SHARE CAPITAL
INCREASE
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: CREDIT AGRICOLE SA via Globenewswire
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