Capital increase reserved to employees
Paris, April 19, 2006 - Nexans is launching a capital increase reserved to its employees, the characteristics of which are described below, through which the Company seeks closer involvement of its employees in the Group’s development and results. Employees owned 1.1% of Nexans share capital on February 28, 2006.
FRAMEWORK OF THE ISSUE
The thirteenth resolution of the Shareholders’ Meeting held on June 2, 2005 authorised the Board of Directors to increase the share capital, on one or more occasions, up to a global maximum par value amount of 500,000 euros, through the issue of shares or other securities giving access to the share capital of the Company, reserved to employees who are members of employee share savings plans which may be put in place by the Group comprising Nexans and all foreign and French companies within the scope of consolidation of the Company in accordance with Article L. 444-3 of the French Labour Code.
To facilitate participation in the share capital by the Group’s employees, , the Board of Directors meeting on November 23, 2005, pursuant to the above-mentioned authorisation dated June 2, 2005, decided to carry out a new capital increase reserved for the Group employees. The Chief Executive Officer, to whom all the necessary powers have been sub-delegated by the Board of Directors, today fixed the definitive conditions of the issuance.
- Issue type: issue of ordinary shares with the waiver of the preferential subscription rights of existing shareholders in favour of the members of the French employee savings plan for the personnel of the Nexans Group in France (hereinafter « PEGF ») and the members of the consolidated international Group savings plan for the personnel of the Nexans Group abroad (hereinafter « PEGI »).
- Number of shares offered: 400,000 shares with a par value of €1 each, representing a maximum overall par value of € 400,000.
- Share subscription price: the subscription price of €52.50 is equal to the average of the quoted opening prices of the Nexans share during the 20 trading days preceding the day on which the Chief Executive Officer decides to fix the opening of the subscription period, i.e. 19 April 2006, reduced by a 20% discount and rounded upwards to the next half euro.
This subscription price has been determined in accordance with the provisions of article L.225-138-1 of the Commercial Code and of article L.443-5 of the Labour Code. It is definitive and will remain valid irrespective of any changes in the quoted price of the Nexans share during the subscription period.
- Date from which dividends will be payable on the new shares: the new shares will bear the right to receive dividends from the date the capital increase is completed and the holders of the shares will be entitled to the payment of any dividend that is decided after this date.
- Description of the new shares: the rights attached to the new shares, including any restrictions thereon and the conditions on which these rights may be exercised, are described in the section called « Rights and obligations of the shareholders », pages 121-122 in the 2005 Annual Report submitted to the French Financial Market Authority on 7 April 2006 and available free of charge on simple request, at the Head office of the Company, as well as on the website www.nexans.com (available in French only - English translation to be released shortly).
- Subscription period: from April 20, 2006 inclusive to May 3, 2006 at midnight Paris time, inclusive.
- Scheduled capital increase date: May 12, 2006.
- Listing of the new shares: the new shares will be accepted for listing on Eurolist Compartiment B operated by Euronext Paris S.A., on the same line as the existing shares (ISIN code FR0000044448).
- Companies concerned: this capital increase is open to employees of Nexans or of companies in which over 50% of the share capital is directly or indirectly held by Nexans, which are in the list approved by the Chief Executive Officer.
- Beneficiaries of the reserved issue: employees having at least 3 months of service in the Group, by the close of the subscription period which must have been accrued during the calendar year during which the payment is made, plus the preceding 12 month.
Approximately 16,000 employees are eligible to take part in the present capital increase.
- Method of subscription and how shares will be held: on May 3, 2006, the end of the subscription period, employees must have completed, signed and returned to their employer the individual subscription form that will be made available to them.
Employees will have to subscribe directly for the shares or through a company mutual fund.
- Maximum Subscription: in accordance with article L.433-2 of the Labour code, the total amount of voluntary contributions (including profit-sharing) which can be made each year by an employee as part of a savings plan cannot be higher than one quarter of the employee’s gross annual remuneration or of his professional income.
Individual subscriptions will therefore have to comply with this limit, while taking into account all other payments that may also be made by employees as part of the savings plans of their companies and/or of the Group.
- Method of payment for the shares: depending on the kind of contract an employee has with his employer and local legislation in each country, payment for the subscription price of the shares may be made as follows:
- either in cash;
- or by means of an advance, that may be granted by the employer to the subscribing employees, repayable by payroll deduction; this advance cannot exceed 25 shares;
- or by a combination of both options.
- Lock-up period for the units or of the shares: pursuant to the decision of the Board of Directors at their meeting held on 23 November 2005 and pursuant to article L.443-6 of the Labour code, employees subscribing for the issue will have to retain the units of the company mutual fund or the directly held shares, for a period as laid down by law of five years, with the exception of early release events in accordance with the provisions of the Group employee savings plan PEGF and PEGI.
- Scaling back of subscriptions: the increase in share capital will be equal to the number of shares subscribed to by employees. However, should the total number of subscriptions exceed the maximum amount of 400,000 shares, then the subscriptions will be reduced. The shares offered will be allocated one by one to each subscriber up to the number of shares for which the subscriber has applied, until the maximum number of 400,000 available shares is reached. However, if there are not enough shares remaining to allocate one more share to all remaining subscribers, the allocation will be stopped in such a way that each remaining subscriber receives the same number of shares by the effect of the reduction. Therefore, less than 400,000 shares may be issued.
The share capital increase reserved to employees will be open to employees in France and in 21 countries through the world.
This communiqué is produced only for information purposes and does not constitute a sale offer nor an invitation to make purchase offers for NEXANS shares.
All questions in relation with the information contained in this communiqué must be addressed to the beneficiaries’ respective Human Resources Department.
- April 26, 2006: publication of the 2006 first quarter sales
- May 15, 2006: Annual Shareholders Meeting (on 2nd call)
- May 19, 2006: payment of dividend
- July 25, 2006: publication of the 2006 first-half results and sales
- October 3, 2006*: individual shareholders information meeting in Versailles
- October 24, 2006*: individual shareholders information meeting in Tours
- November 13, 2006*: individual shareholders information meeting in Lyon
- December 7, 2006*: individual shareholders Information meeting in Montpellier
* these dates are not definitive
Nexans is the worldwide leader in the cable industry. The Group brings an extensive range of advanced copper and optical fiber cable solutions to the infrastructure, industry and building markets. Nexans cables and cabling systems can be found in every area of people’s lives, from telecommunications and energy networks, to aerospace, automotive, railways, building, petrochemical, medical applications, etc. With an industrial presence in 29 countries and commercial activities worldwide, Nexans employs 20,000 people and had sales in 2005 of 5.4 billion euros. Nexans is listed on the Paris stock exchange. More information on www.nexans.com