UBISOFT ENTERTAINMENT S.A.
Ubisoft launches a new employee shareholding operation.
Saint-Mandé, on June 8, 2023
Ubisoft Entertainment S.A. (Euronext Paris: UBI – ISIN code: FR0000054470) announces the launch of a new employee shareholding operation in France and abroad for the employees of the Ubisoft group (hereinafter the « Offer »).
1. OFFEROR
Ubisoft Entertainment S.A. (hereinafter the « Company ») is a French société anonyme with its registered office at 2, rue du Chêne Heleuc, 56910 Carentoir, France. The Company is identified at the Trade and Companies Registry under number 335 186 094 RCS Vannes.
Information regarding the Company is available on its website (www.ubisoft.com) and in particular in the universal registration document available on this website.
2. REASONS OF THE OFFER
This Offer aims at strengthening the employee shareholding in order to associate the employees more closely to the Ubisoft group's development and future performance.
3. FRAMEWORK OF THE OFFER
On December 6, 2022 (the « Launch Board »), the Company's Board of directors approved the launch of the Offer consisting on reserved share capital increase(s) and/or on share purchase plan(s) on the one hand, for members of the Ubisoft group savings plans in accordance with provisions of Articles L. 3332-18 and/or L. 3332-24 of the French Labour Code (hereinafter the « FCPE Offer »), and on the other hand for employees outside of the scope of the group savings plans (hereinafter the « Shares + SAR Offer »), under the terms and conditions described below, and subdelegated to the Chairman & Chief Executive Officer (the « CEO ») the powers required for the implementation of the Offer.
The CEO, acting upon subdelegation of the Board of directors, took the decision on May 30, 2023 that the Shares + SAR Offer will be exclusively implemented through share capital increases and that the FCPE Offer will be implemented in priority through a share capital increase and, if necessary, through the sale of existing shares.
4. TERMS AND CONDITIONS OF THE OFFER
- Beneficiaries
The Offer is reserved to (i) employees of the Ubisoft group within eighteen jurisdictions (Bulgaria, Canada, China, Finland, France, Germany, India, Italy, Japan, the Netherlands, the Philippines, Romania, Singapore, Spain, Sweden, the United Arab Emirates, the United Kingdom and the United States), having at least three months' seniority, continuous or not, between January 1, 2022 and the end of the participation/revocation period of the Offer and to (ii) retired employees of the companies in France who hold assets in the Ubisoft Group Savings Plan (PEG) (hereinafter the « Beneficiaries »).
The Company may decide not to implement the Offer in a jurisdiction mentioned above if a legal, tax or practical constraint so requires.
- Proposed formulas
The Beneficiaries may purchase or subscribe the Company's ordinary shares (hereinafter the « Shares ») under a leverage formula, through a company mutual fund (Fonds Commun de Placement d'Entreprise or FCPE) or directly under a Shares + SAR (stock appreciation rights) formula depending on the local regulatory and tax constraints.
In addition, each Beneficiary will benefit from a guarantee to receive, on 5-year term maturity or in case of early release, the euro amount of his/her initial investment as well as a multiple of the potential protected average increase in the Share price.
- Lock-up period
Shares purchased or subscribed by the Beneficiaries under this Offer are unavailable for a five-year period as from the completion of the Offer (expected to occur on September 18, 2023), except in the occurrence of an early release case provided for in Article R. 3324-22 of the French Labour Code.
Out of France, early release cases may be adapted to take account of local legislations or constraints, in particular tax constraints.
- Participation price
The participation price of a Share under the Offer will correspond to the average of the twenty daily volume-weighted average prices (VWAP) of the Share on Euronext Paris preceding the decision of the Board of directors or, as the case may be, upon subdelegation of the Board of directors, of the CEO, fixing the dates of the participation/revocation period of the Shares (hereinafter the « Reference Price »), minus a 15% discount and rounded up to the higher euro cent (hereinafter the « Participation Price »). The applicable exchange rates will be fixed at the same time as the Participation Price (the « Fixing Decision »).
- Maximum ceilings
According to the Launch Board and the CEO decision of May 30, 2023, the Offer will be capped at 2,400,000 Shares, and will be served in priority with new Shares to be created up to 1,882,806 and:
- the FCPE Offer will be capped at 1,272,000 Shares, i.e. 1.0134% of the Company’s share capital1. It will be implemented in priority through share capital increase and, if necessary, through the sale of existing shares (the « FCPE Envelope »); and
- the Shares + SAR Offer will be capped at 1,128,000 Shares, i.e. 0.8987% of the Company's share capital1. It will be implemented exclusively through share capital increases (the « Shares + SAR Envelope »).
Specific sub-ceilings are or may be provided in certain jurisdictions depending on local legal constraints.
If the entire FCPE Envelope or the Shares + SAR Envelope is not used, the Shares remaining available under said envelope may be used to satisfy, if necessary, the over-used envelope.
- Source of the Shares
The Shares purchased under the sale of existing Shares will be existing treasury shares held by the Company purchased within the terms of the repurchase program(s) authorised by the Company’s General Shareholders’ Meeting.
The Shares subscribed under the reserved capital increases will be newly issued Shares assimilated to the existing Shares. They will bear current dividend rights.
- Provisional timetable
The provisional timetable of the Offer is the following:
- Reservation period: from June 15 to June 29, 2023 inclusive
- Fixing Decision: August 7, 2023
- Participation/revocation period: from August 10 to August 17, 2023 inclusive
- Share capital increases/Settlement-delivery: September 18, 2023
- End of the lock-up period: September 17, 2028, at midnight
These dates are indicative and may be subject to modification or adaptation, particularly due to any legal and/or operational constraints that could disrupt the implementation of the Offer, as well as any legislation applicable in each jurisdiction.
- Risk of postponement or cancellation of the Offer
The Company's Board of directors, or, as the case may be, the CEO acting upon subdelegation, could, at its/his sole discretion, decide to cancel or postpone the Offer in all or part of its geographical scope, for any reason whatsoever and if it/he considers it in the best interest of the Beneficiaries, and as far as possible, until the expected date of completion of the Offer scheduled for September 18, 2023.
5. NATURE OF THE SHARES
Shares offered under this Offer are ordinary shares of the Company, listed on the Euronext Paris stock market (Compartment A) under 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 attached to the Shares offered under this Offer will be exercised as regards the Shares:
- purchased or subscribed within the framework of the FCPE Offer, by the supervisory board of the FCPE, it being specified that in the event of a proven lack of liquidity of the stock-lending market, the supervisory board of the FCPE could only exercise the voting rights attached to the Shares which are part of its assets.
- subscribed for and held on their own by the employees, within the framework of the Shares + SAR Offer, directly by them.
7. HEDGING TRANSACTION
The financial mechanism underlying the leverage formula requires hedging operations by the financial institution which structures the leverage formula, on market exchanges and over-the-counter exchanges, by means of the purchase or sale of Shares, the lending or borrowing of Shares, the purchase of call option and/or of all other transactions, at all times and in particular as from the opening date of the fixing period of the Reference Price and for the whole duration of the Offer.
8. SPECIAL MENTION REGARDING THE INTERNATIONAL
This document does not constitute an offer to sell or a solicitation to purchase or subscribe Shares. The Offer will be offered only in countries where such an Offer has been registered with the competent local authorities and in countries where all required filing procedures and/or notifications have been completed and the authorisations have been obtained. In particular, the Shares have not been and will not be registered in the United States in application of the Securities Act of 1933.
This document is not intended for countries in which such procedures would be required and have not yet been carried out or the necessary authorisations have not been obtained. Copies of this document will not therefore be distributed to these countries.
Shares that may be purchased or subscribed under the Offer have not been recommended by any governmental securities commission or regulatory authority. Neither the Company nor any employers is giving investment advice with respect to this Offer. Investing is a personal decision that must be made by the employee, taking into account his/her financial resources, investment goals, personal tax situation, any other investment alternatives available and the fact that the value of a quoted share will fluctuate. In this regard, employees are encouraged to consider the diversification of their investment portfolio to ensure that the risk that they assume is not unduly concentrated on any single investment.
The Offer is proposed on a discretionary basis by the Company. Neither the Company nor the employers are required to repeat the Offer or to make similar offers in the future. The terms and conditions of the Offer do not form part of the employment contract of the employees.
Units of the FCPE cannot be offered or sold, either directly or indirectly, in the United States (including its territories and possessions) or to or for the benefit of a « U.S. Person », as defined in the U.S. Regulations and available on the website of the management company: www.amundi.com. Persons wishing to subscribe for FCPE units certify that they are not « U.S. Person ». Any unit holder must immediately inform the management company in the event that he/she becomes a « U.S. Person ». The management company may impose restrictions on (i) the holding of FCPE units by a « U.S. Person » and in particular compulsorily redemption of the units, or (ii) transfer of units to a « U.S. Person ». This power would also extend to any person (a) who appears to be directly or indirectly in breach of the laws and regulations of any country or governmental authority, or (b) who could, in the view of the management company, cause damage to the FCPE that it would not otherwise have suffered.
Pursuant to provisions of Regulation (EC) no. 833/2014 and Regulation (EC) no. 765/2006, as amended, the Offer is not made to Russian nationals and persons residing in Russia, nor to Belarussian nationals or persons residing in Belarus, except (i) in case of Russian nationals, in case those persons are nationals of an EU Member State, of a country member of the European Economic Area or Switzerland, or have a temporary or permanent residence permit in an EU Member State a country member of the European Economic Area or in Switzerland and (ii) in case of Belarussian nationals, if those persons are nationals of a EU Member State or have a temporary or permanent residence permit in a EU Member State.
In France, the present document is prepared to meet the requirements of the AMF set out in Article 3.1 of the AMF Guidelines on the employee savings funds (Guide relatif aux fonds d'épargne salariale) of August 8, 2012 (DOC-2012-10) as modified on February 16, 2023.
In addition, this document contains the information required under Article 1, paragraphs
4-i) and 5-h), of the Regulation (EU) no. 2017-1129 of June 14, 2017, entered into force on July 21, 2019.
Contacts
| Investor Relations Jean-Benoît Roquette SVP Investor Relations + 33 1 48 18 52 39 jean-benoit.roquette@ubisoft.com |
| Alexandre Enjalbert Investor Relations Director + 33 1 48 18 50 78 alexandre.enjalbert@ubisoft.com |
About Ubisoft
Ubisoft is a creator of worlds, committed to enriching players’ lives with original and memorable entertainment experiences. Ubisoft’s global teams create and develop a deep and diverse portfolio of games, featuring brands such as Assassin’s Creed®, Brawlhalla®, For Honor®, Far Cry®, Tom Clancy’s Ghost Recon®, Just Dance®, Rabbids®, Tom Clancy’s Rainbow Six®, The Crew® and Tom Clancy’s The Division®. Through Ubisoft Connect, players can enjoy an ecosystem of services to enhance their gaming experience, get rewards and connect with friends across platforms. With Ubisoft+, the subscription service, they can access a growing catalog of more than 100 Ubisoft games and DLC. For the 2022–23 fiscal year, Ubisoft generated net bookings of €1,739 million. To learn more, please visit: www.ubisoftgroup.com.
© 2023 Ubisoft Entertainment. All Rights Reserved. Ubisoft and the Ubisoft logo are registered trademarks in the US and/or other countries.
1 Based on the number of outstanding shares on November 30, 2022, i.e. 125,520,452 shares.
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