The main terms and conditions of this plan are described hereafter.
ISSUER
IPSEN SA, a société anonyme (public limited company) governed by French law
Listing: Euronext Paris (France)
Common share ISIN: FR0010259150
PURPOSE OF THE TRANSACTION
Through this transaction, which will be launched in 13 countries, Ipsen wishes to more closely align its employees in France and abroad with the Group’s development
CONTEXT OF THE TRANSACTION – SECURITIES OFFERED
The Ipsen shareholders, convened at the Combined Shareholders’ Meeting dated May 27, 2015, delegated their authority to the Board of Directors for the purpose of deciding on a Company share capital increase via the issuance of new shares reserved for employees of the Company and its French and foreign subsidiaries who are members of a plan d’épargne d’entreprise (French company savings plan) of the Group.
In accordance with this delegation, on March 30, 2016, the Board of Directors decided on the principle of a Company share capital increase, reserved for employees, and eligible former employees and corporate officers, of the Company and its French and foreign subsidiaries, within the framework of Articles L. 3332-1 et seq. of the French Labor Code, who are members of a plan d’épargne d’entreprise of the Group, limited to a number of shares representing not more than 1% of the share capital of the Company. The number of shares issued under the plan will be limited to the number of shares actually subscribed by the beneficiaries.
The Chairman and Chief Executive Officer, acting pursuant to the delegation of authority granted to him by the Board of Directors, has set the share subscription price at 43.15 euros, pursuant to a decision dated May 30, 2016. The subscription price is equal to the average of the Ipsen share opening prices on the Euronext Paris regulated stock exchange during the twenty (20) trading days preceding the date of the Chairman and Chief Executive Officer’s decision, minus a 20 % discount.
The issued shares will bear immediate benefit entitlement and will carry the same rights as existing shares as from their issuance date.
SUBSCRIPTION TERMS AND CONDITIONS
Beneficiaries of the share offering
This offering is carried out pursuant to the terms of Articles L. 3332-18 et seq. of the French Labor Code, in the context of Ipsen’s Plan d’Epargne de Groupe (Group Savings Plan, hereinafter referred to as the “PEG”) and Plan d’Epargne de Groupe International (International Group Savings Plan, hereinafter referred to as the “PEGI”). It is intended for employees of the Group, who have at least three months seniority within the Group and who are located in the following countries: Australia, Belgium, Brazil, China, France, Germany, Ireland, Italy, the Netherlands, Portugal, Spain, the United Kingdom, the Unites States. Former employees who are either retired or on early retirement and have kept assets in the PEG since they left the Group are eligible to participate in the transaction. They will not, however, benefit from the employer matching contribution.
Custody of the Shares
The subscription is carried out via a fonds commun de placement d’entreprise (French collective employee shareholding fund, hereinafter referred to as the “FCPE”) or via direct shareholding. The FCPE’s Supervisory Board exercises the voting rights attached to the securities held in the FCPE. Subscribers exercise the voting rights attached to the securities held via direct shareholding.
Lock-up Period
In accordance with the terms of Article L. 3332-25 of the French Labor Code, the directly subscribed shares as well as the FCPE units will be locked up for a five-year period, except in the event of occurrence of one of the early exit events described in Articles L. 3332-25 and R. 3334-22 of the French Labor Code, as applicable in the various countries in which the offering is proposed.
TENTATIVE SCHEDULE FOR THE TRANSACTION
Setting of the subscription price: May 30, 2016
Subscription period: from June 7 to June 21, 2016
Settlement-delivery of the offering: expected on July 21, 2016
LISTING OF THE SHARES
The Ipsen shares are admitted to trading on the Euronext Paris stock exchange. The request for admitting the newly issued Ipsen shares to trading on the Euronext Paris stock exchange will be made as soon as possible following the share capital increase. Such shares will be admitted to the same listing as existing shares (ISIN code: FR0010259150) and will carry all of the same rights as existing shares as from the date of their admission to trading.
SPECIFIC NOTIFICATION CONCERNING THE INTERNATIONAL OFFERING
This press release does not constitute an offer to sell or a solicitation to subscribe Ipsen shares. The offering of Ipsen shares is strictly reserved for the above-referenced beneficiaries and will be carried out only in those countries in which such an offering has been registered with, or disclosed to, the relevant local authorities and/or in which a prospectus has been approved by the relevant local authorities, or in which an exemption from the requirement to prepare a prospectus or to register or disclose the offering has been granted.
