Capital increase reserved for Nexans Group employees
Paris, on appril 29, 2022 – Nexans will implement its 10and employee shareholding offer at the beginning of the second half of 2022. This operation will result in a capital increase of Nexans by a maximum of 500,000 shares. The settlement-delivery of the shares is scheduled for July 26, 2022.
This employee shareholding plan, which is part of the policy of developing employee shareholding within the Nexans Group, will cover 25 countries. Nexans wishes to involve its employees in the development of the Group, in France and internationally.
For the first time, employees will be able to participate in the Group’s decarbonization effort since Nexans will use part of the funds raised for projects to reduce greenhouse gas emissions, improve energy efficiency and circular economy. Nexans will be the first French issuer to offer this type of initiative.
This operation, called “Nexans Act 2022”, will consist of a single offer including a leverage effect and an investment guarantee which may be modulated, depending on the country, in the form of a similar offer respecting the objectives of the offer. principal, while taking into account local tax and legal requirements.
The main terms and conditions of this offer are described below.
FRAMEWORK OF THE TRANSACTION – SHARES OFFERED
The shareholders of Nexans, during the Combined General Meeting of May 12, 2021, authorized the Board of Directors of Nexans to decide to increase the share capital of Nexans, on one or more occasions, to a maximum nominal amount of (i) €400,000, through the issue of new shares reserved for employees of Nexans and of French and foreign companies affiliated with it, pursuant to Articles L.225-180 of the French Commercial Code and L.3344-1 of the Labor Code, and members of an employee savings plan, and (ii) and for a maximum nominal amount of 100,000 euros, by issuing new shares reserved for a financial institution, structuring at the request of the Company an alternative employee shareholding plan in certain countries within the scope.
In accordance with this delegation, the Board of Directors decided on November 8, 2021 in principle to issue ordinary shares to employees who are members of the Group Savings Plan.
The Chief Executive Officer of Nexans, acting upon delegation from the Board of Directors, will set the final terms of the transaction by a decision which should take place on June 22, 2022; on that date, in particular, it will set the subscription price for the new shares to be issued, which will be equal to the “Reference Price” (average of the opening price of the Nexans share on the regulated market of Euronext Paris during the 20 days preceding this date) minus a discount of 20% or 30% depending on the country.
MAIN CONDITIONS OF EMPLOYEE SHAREHOLDING TRANSACTION
- Beneficiaries of the share offer reserved for employees: the beneficiaries of the offer are (i) the employees, and the corporate officers under the conditions provided for by article L.3332-2 of the Labor Code, companies in the scope of the offer, members of the France Group Savings Plan or the International Group Savings Plan, and justifying three months’ seniority within the Group on the closing date of the revocation period and (ii) pre-retirees and retirees from the Group’s French companies who have kept assets within the France Group Savings Plan since leaving the Group.
- Companies within the scope of the offer: companies of the Nexans group, having their registered office in France or abroad (i) in which Nexans SA directly or indirectly holds more than 50% of the capital, (ii) which will have become members of the Plan Nexans France Group Savings Plan or Nexans International Group Savings Plan and (iii) which are located in one of the following twenty-five countries: Australia, Belgium, Brazil, Canada, Chile, China, Colombia, France, Germany, Ghana, Greece, Italy, Ivory Coast, Japan, Lebanon, Morocco, New Zealand, Norway, Peru, South Korea, Spain, Sweden, Switzerland, Turkey and United States.
- Subscription methods: the shares will be subscribed either in registered form or by funds common shift corporate (“FCPE”), in accordance with applicable regulations and/or applicable tax legislation in the different countries of residence of the beneficiaries of the capital increase.
- Subscription formula: employees will be able to subscribe to Nexans shares through an FCPE (except for local specificities) under the single subscription formula including a secure leverage effect allowing these employees to benefit from a guarantee, in euros, for their first investment. In some countries, employees will receive a Stock Appreciation Right, the amount of which will be indexed by applying a formula comparable to that proposed in the leveraged formula. Employees taking part in the offer will benefit from a matching contribution from Nexans, under the conditions described in the documentation specific to the offer.
- Lock-up period applicable to Nexans shares or corresponding FCPE units: the bearer of the offer must keep the shares or corresponding FCPE units for a period of five years, i.e. until July 26, 2027, except in the event of release anticipated.
- Exercise of the voting rights attached to the shares: when the shares are subscribed and held through an FCPE, the voting rights attached to these shares will be exercised by the supervisory board of the FCPE concerned; when the voting rights are held in registered form, the voting rights will be exercised individually by the employees concerned.
- Methods for allocating funds: Nexans undertakes to allocate at least 25% of the total amount subscribed to the 2022 law or at least 10 million euros (within the limit of the total amount subscribed) to the financing of internal environmental projects developed by the Group (reduction of greenhouse gas emissions, improvement of energy efficiency, circular economy). These projects and the allocation of funds will meet the eligibility criteria, reporting commitments and governance framework defined by Nexans.
- Reservation period: from May 9, 2022 (inclusive) to May 24, 2022 (inclusive);
- Setting and communication of the subscription price: June 22, 2022;
- Revocation period: from June 23, 2022 (inclusive) to June 28, 2022 (inclusive);
- Settlement-delivery of shares: July 26, 2022.
The implementation of the leveraged formula consists of hedging the operations of the banking institution structuring the offer, in particular by purchases and/or sales of Nexans shares, loans or borrowings of Nexans shares, purchases purchase options for Nexans shares and/or any other transactions, at any time and in particular from the opening date of the period for setting the Reference Price and throughout the duration of the transaction.
The admission to trading of the newly issued Nexans shares on the regulated market of Euronext Paris (ISIN Code: FR0000044448), on the same quotation line as the existing shares, will be requested as soon as possible following the completion of the increase in capital scheduled for July 26, 2022.
SPECIFIC MENTION IN REGARDS TO THE INTERNATIONAL OFFER
This press release does not constitute an offer to sell or a solicitation to subscribe for Nexans shares. The offer of Nexans shares reserved for employees will only be implemented in countries where such an offer has been registered and/or notified to the competent local authorities and/or after approval of a prospectus by the competent local authorities, or in view of an exemption from the obligation to draw up a prospectus or to register or notify the offer.
More generally, the offer will only be implemented in countries where all the required filing and/or notification procedures have been completed and the required authorizations have been obtained.
CONTACT FOR BENEFICIARIES OF THE OFFER
The beneficiaries may address any questions relating to this offer to their Human Resources department and/or to any other person specified in the documents given to the beneficiaries.
For more than a century, Nexans has played a crucial role in electrifying the planet and is committed to electrifying the future. With around 25,000 people in 42 countries, the Group is leading the charge towards the new world of electrification: safe, sustainable, renewable, carbon-free and accessible to all. In 2021, Nexans achieved 6.1 billion euros in standard sales. The Group is a leader in the design and manufacture of cable systems and services in five main areas of activity: Energy Production & Transmission, Distribution, Uses, Industry & Solutions and Telecom & Data. Nexans is the first company in its industry to create a Foundation supporting sustainable energy access initiatives for underprivileged populations around the world. The Group is committed to contributing to carbon neutrality by 2030.
Nexans. Electrify the future.
Nexans is listed on Euronext Paris, compartment A.
For more information, please visit www.nexans.com
Nexans – Act 2022 – press release – capital increase reserved for employees