Safran announces the implementation of an international employee shareholding plan "Safran Sharing 2020"
Paris, March 11, 2020
The Safran Sharing 2020 employee shareholding plan is offered to more than 87,000 Group employees in 16 countries. It aims to associate employees more closely with the objectives, successes and performances of Safran. It also strengthens the integration of employees who joined the Group with the acquisition of the ex-Zodiac Aerospace in 2018.
The transaction will be conducted through the sale of existing Safran shares. It is planned that Safran will first acquire these shares from the French State in accordance with order no. 2014-948 of August 20, 2014 relative à la gouvernance et aux operations sur le capital des sociétés à participation publique (the "Order"). Otherwise, the shares to be sold to the employees would be treasury shares held by Safran pursuant to the share buyback program authorized by the Shareholders' Meeting.
The offer is limited to a number of shares which is the lesser of (i) 1,800,000 shares and (ii) the number of shares representing a subscription of 160 million euros.
Beneficiaries of the offering
The offer will be carried out within the framework of the Group's French companies' savings plan and the Group's international savings plan. Beneficiaries are (i) employees of the Group's companies adhering to these savings plans, subject to a three months' seniority on the last day of the revocation period (see indicative calendar) and (ii) employees having left the Group for retirement who are members of the Group's French companies' savings plan and who still hold assets in the plan.
If the shares to be sold to the beneficiaries of the offer are, as anticipated, acquired from the French State pursuant to the Order, former employees of the Group having held an employment contract or a remunerated activity for a period of at least five years with one of the Group's companies will also be eligible, provided that they are members of the Group's French companies' savings plan and still hold assets in the plan. The subscription requests made by these former employees will therefore be accepted on the condition that the shares sold by Safran in the context of the offer are first acquired from the French State pursuant to the Order.
Other terms and conditions of the offering
Beneficiaries of the offer will be able to purchase Safran shares via a subscription formula known as "leveraged", allowing them inter alia to benefit from a guarantee on their investment. The shares will be acquired through a collective employee shareholding fund (FCPE), except in the United States of America where eligible employees will hold their shares directly. The corresponding FCPE units or shares held directly must be held for a period of five years, except in the occurrence of an early release event as provided by law.
The purchase price of the Safran shares by the beneficiaries of the offer will be equal to a volume-weighted average price of Safran shares on the Euronext Paris market during the 20 trading days preceding the day on which the purchase price is set (the "Reference Price"), to which a 20% discount will be applied.
The personal contribution of each beneficiary of the offer is capped at EUR 800.
The shares offered under the offer are ordinary shares of Safran, listed on the Euronext Paris market (ISIN / SAF code - FR0000073272).
The implementation of the leveraged formula may generate hedging transactions from the financial institution structuring the offer (Crédit Agricole Corporate and Investment Bank), in particular through purchases and/or sales of Safran shares, loans or borrowings of Safran shares, purchases of call options on Safran shares and/or any other transactions, in particular as from the opening date of the period for setting the Reference Price and throughout the duration of the transaction.
Indicative calendar of the transaction
- Reservation period: from March 26 (inclusive) to April 24, 2020 (inclusive).
- Recording period for setting the Reference Price: from April 2 to May 4, 2020 (inclusive)
- Setting of Reference Price and subscription price: May 5, 2020
- Revocation period: from May 7 (inclusive) to May 12, 2020 (inclusive)
- Settlement-delivery of the offering: June 4, 2020
These dates are indicative and may be subject to change.
Legal framework of the operation
The offer is made to the beneficiaries of the transaction only in those countries where it has been registered with or notified to the relevant local authorities and/or following the approval of a prospectus by the relevant local authorities, or in consideration of an exemption from the obligation to prepare a prospectus or to register or notify the offer.
More generally, the transaction will only be carried out in countries where all the required registration procedures and/or notifications will have been completed and the necessary authorizations will have been obtained.
This press release does not constitute an offer to sell or a solicitation to buy Safran shares or any securities in or into any country or territory.
Safran is an international high-technology group, operating in the aircraft propulsion and equipment, space and defense markets. Safran has a global presence, with more than 95,000 employees and sales of 24.6 billion euros in 2019. Working alone or in partnership, Safran holds world or European leadership positions in its core markets. Safran undertakes Research & Development programs to meet fast-changing market requirements, with total R&D expenditures of around 1.7 billion euros in 2019.
Safran is listed on the Euronext Paris stock exchange and is part of the CAC 40 and Euro Stoxx 50 indices.