UBISOFT ENTERTAINMENT S.A.
Ubisoft launches a brand new worker shareholding operation.
Saint-Mandé, on June 9, 2021
Ubisoft Leisure S.A. (Euronext Paris: UBI – ISIN code: FR0000054470) proclaims the launch of a brand new worker shareholding plan in France and overseas for the staff of the Ubisoft group (hereinafter the « Supply »).
Ubisoft Leisure S.A. (hereinafter the « Firm ») is a French société anonyme with its registered workplace at 2, rue du Chêne Heleuc, 56910 Carentoir, France. The Firm is recognized on the Commerce and Corporations Registry underneath quantity 335 186 094 RCS Vannes.
Info relating to the Firm is out there on its web site (www.ubisoft.com) and specifically within the common registration doc out there on this web site.
2. REASONS OF THE OFFER
This Supply goals at strengthening the worker shareholding as a way to affiliate the staff extra carefully to the Ubisoft group’s growth and future efficiency.
3. FRAMEWORK OF THE OFFER
On February 10, 2021 (the « Launch Board »), the Firm’s Board of administrators permitted the launch of the Supply consisting of (i) on the one hand, a share buy plan reserved for members of the Ubisoft group financial savings plans in accordance with provisions of Article L. 3332-24 of the French Labour Code (hereinafter the « Reserved Share Switch »), and (ii) alternatively, a share capital enhance reserved for workers exterior of the scope of the group financial savings plans (hereinafter the « Reserved Capital Improve »), underneath the phrases and circumstances described under, and subdelegated to the Chairman & Chief Govt Officer (CEO) the powers required for the implementation of the Supply.
On April 7, 2021 (the « Structuring Board »), the Firm’s Board of administrators fastened the utmost total ceiling relevant to the Supply at 1.80% of the share capital of the Firm based mostly on the variety of excellent shares at January 31, 2021, i.e. 123,537,441 shares, as out there on the date of the Launch Board.
The CEO, performing upon subdelegation of the Board of administrators, took the choice on Could 18, 2021 to exclude Serbia from the scope of the Supply.
4. TERMS AND CONDITIONS OF THE OFFER
The Supply is reserved to (i) workers of the Ubisoft group inside seventeen jurisdictions (Bulgaria, Canada, China, Finland, France, Germany, India, Italy, Japan, the Philippines, Romania, Singapore, Spain, Sweden, the United Arab Emirates, the UK and the USA), having a minimum of three months’ seniority, steady or not, between January 1, 2020 and the tip of the acquisition/subscription/revocation interval of the Supply and to (ii) retired workers of the businesses in France who maintain property within the Ubisoft Group Financial savings Plan (PEG) (hereinafter the « Beneficiaries »).
The Firm might resolve to not implement the Supply in a jurisdiction talked about above if a authorized, tax or sensible constraint so requires.
The Beneficiaries might buy or subscribe for the Firm’s unusual shares (hereinafter the « Shares ») underneath a leverage formulation, by way of an organization mutual fund (Fonds Commun de Placement d’Entreprise or FCPE) or immediately underneath a Shares + SAR (inventory appreciation rights) formulation relying on the native regulatory and tax constraints.
As well as, every Beneficiary will profit from a assure to obtain, on 5-year time period maturity or in case of early launch, the euro quantity of his/her preliminary funding in addition to a a number of of the potential protected common enhance within the Share worth.
Shares bought or subscribed by the Beneficiaries underneath this Supply are unavailable for a five-year interval as from the completion of the Supply (anticipated to happen on September 22, 2021), besides within the incidence of an early launch case offered for in Article R. 3324-22 of the French Labour Code.
Out of France, early launch circumstances could also be tailored to take account of native legislations or constraints, specifically tax constraints.
- Acquisition or subscription worth, relying on the formulation provided
The acquisition or subscription worth of a Share underneath the Supply, relying on the formulation provided, will correspond to the typical of the twenty every day volume-weighted common costs (VWAP) of the Share on Euronext Paris previous the choice of the Board of administrators or, because the case could also be, upon subdelegation of the Board of administrators, of the CEO, fixing the dates of the acquisition/subscription/revocation interval of the Shares (hereinafter the « Reference Value »), minus a 15% low cost and rounded as much as the upper euro cent (hereinafter the « Acquisition/Subscription Value(s) »). The relevant change charges will likely be fastened concurrently the Acquisition/Subscription Value(s) (the « Fixing Determination »).
The utmost complete variety of Shares which may be bought underneath the Reserved Share Switch was fastened, by the Structuring Board, at 0.70% of the Firm’s share capital, i.e. a most of 864,762 Shares to be bought.
As well as, in view specifically of the reservation types obtained from the staff eligible for the Reserved Capital Improve, the Board of administrators will resolve the utmost complete variety of Shares which may be subscribed underneath the Reserved Capital Improve throughout the most ceiling fastened by the Structuring Board at 1.10% of the Firm’s share capital, i.e. a most of 1,358,911 Shares to be issued (the « Implementation Board »).
Particular sub-ceilings are or could also be offered in sure jurisdictions relying on native authorized constraints.
The Shares bought underneath the Reserved Share Switch would be the current treasury shares repurchased by the Firm throughout the phrases of the repurchase program(s) authorised by the Firm’s Normal Shareholders’ Assembly.
The brand new Shares issued underneath the Reserved Capital Improve will likely be assimilated to the present Shares. They’ll bear present dividend rights.
The provisional timetable of the Supply is the next:
- Reservation interval: from June 15 to June 29, 2021 inclusive
- Implementation Board: June 30, 2021
- Fixing Determination: August 9, 2021
- Acquisition/subscription/revocation interval: from August 12 to August 19, 2021 inclusive
- Capital enhance/Settlement-delivery: September 22, 2021
- Finish of the lock-up interval: September 21, 2026, at midnight
These dates are indicative and could also be topic to modification or adaptation, significantly on account of any authorized and/or operational constraints associated to the Covid-19 epidemic that would disrupt the implementation of the Supply, in addition to any laws relevant in every jurisdiction.
- Threat of postponement or cancellation of the Supply
The Firm’s Board of administrators, or, because the case could also be, the CEO performing upon subdelegation, might, at its/his sole discretion, resolve to cancel or postpone the Supply in all or a part of its geographical scope, for any motive by any means and specifically within the occasion of authorized and/or operational constraints associated to the Covid-19 epidemic, till the day earlier than the date of completion of the Supply scheduled for September 22, 2021.
5. NATURE OF THE SHARES
Shares provided underneath this Supply are unusual shares of the Firm, listed on the Euronext Paris inventory market (Compartment A) underneath the ISIN code FR0000054470. The Shares are eligible for the Deferred Settlement Service (Système de Règlement Différé or SRD).
6. VOTING RIGHTS
The voting rights connected to the Shares provided underneath this Supply will likely be exercised as regards the Shares:
- bought by way of the FCPE, throughout the framework of the Reserved Share Switch, by the supervisory board of the FCPE, it being specified that within the occasion of a confirmed lack of liquidity of the stock-lending market, the supervisory board of the FCPE might solely train the voting rights connected to the Shares that are a part of its property.
- subscribed for and held on their very own by the staff, throughout the framework of the Reserved Capital Improve, immediately by them.
7. HEDGING TRANSACTION
The monetary mechanism underlying the leverage formulation requires hedging operations by the monetary establishment which constructions the leverage formulation, on market exchanges and over-the-counter exchanges, by the use of the acquisition or sale of Shares, the lending or borrowing of Shares, the acquisition of name possibility and/or of all different transactions, always and specifically as from the opening date of the fixation interval of the Reference Value and for the entire period of the Supply.
8. SPECIAL MENTION REGARDING THE INTERNATIONAL OFFER
This doc doesn’t represent a proposal to promote or a solicitation to buy or subscribe for Shares. The Supply will likely be provided solely in nations the place such an Supply has been registered with the competent native authorities and in nations the place all required submitting procedures and/or notifications have been accomplished and the authorisations have been obtained. Specifically, the Shares haven’t been and won’t be registered in the USA in utility of the Securities Act of 1933.
This doc is just not meant for nations by which such procedures can be required and haven’t but been carried out or the mandatory authorisations haven’t been obtained. Copies of this doc is not going to due to this fact be distributed to those nations.
Shares that could be bought or subscribed for underneath the Supply haven’t been beneficial by any governmental securities fee or regulatory authority. Neither the Firm nor any employers is giving funding recommendation with respect to this Supply. Investing is a private determination that should be made by the worker, taking into consideration his/her monetary assets, funding targets, private tax scenario, every other funding options out there and the truth that the worth of a quoted share will fluctuate. On this regard, workers are inspired to contemplate the diversification of their funding portfolio to make sure that the danger that they assume is just not unduly targeting any single funding.
The Supply is proposed on a discretionary foundation by the Firm. Neither the Firm nor the employers are required to repeat the Supply or to make related affords sooner or later. The phrases and circumstances of the Supply don’t kind a part of the employment contract of the staff.
9. « U.S. PERSON » ADVERTISEMENT
Items of the corporate mutual fund (Fonds Commun de Placement d’Entreprise or FCPE) can’t be provided or offered, both immediately or not directly, in the USA (together with its territories and possessions) or to or for the good thing about a « U.S. Particular person », as outlined within the U.S. Laws and out there on the web site of the administration firm: www.amundi.com.
Individuals wishing to subscribe for FCPE items certify that they aren’t « U.S. Particular person ». Any unit holder should instantly inform the administration firm within the occasion that he turns into a « U.S. Particular person ».
The administration firm might impose restrictions on (i) the holding of FCPE items by a « U.S. Particular person » and specifically compulsorily redeem, or (ii) switch any items held by a « U.S. Particular person ». This energy would additionally lengthen to any individual (a) who seems to be immediately or not directly in breach of the legal guidelines and laws of any nation or governmental authority, or (b) who might, within the view of the administration firm, trigger harm to the FCPE that it could not in any other case have suffered.
In France, the current doc is ready to satisfy the necessities of the AMF set out in Article 3.1 of the AMF Tips on the worker financial savings funds (Information relatif aux fonds d’épargne salariale) of August 8, 2012 (DOC-2012-10) as modified on January 3, 2019.
As well as, this doc comprises the data required underneath Article 1, paragraphs
4-i) and 5-h), of the Regulation (EU) 2017-1129 of June 14, 2017, entered into pressure on July 21, 2019.
Ubisoft is a number one creator, writer and distributor of interactive leisure and providers, with a wealthy portfolio of world-renowned manufacturers, together with Murderer’s Creed®, Far Cry®, For Honor®, Simply Dance®, Watch Canine®, and Tom Clancy’s online game collection together with Ghost Recon®, Rainbow Six® and The Division®. The groups all through Ubisoft’s worldwide community of studios and enterprise places of work are dedicated to delivering unique and memorable gaming experiences throughout all common platforms, together with consoles, cellphones, tablets and PCs. For the 2020-21 fiscal yr, Ubisoft generated internet bookings of €2,241 million. To study extra, please go to: www.ubisoftgroup.com.
© 2021 Ubisoft Leisure. All Rights Reserved. Ubisoft and the Ubisoft brand are registered logos within the US and/or different nations.