Regulatory News:
Europcar Mobility Group announces today the launch of its share ownership plan "we share 2019" reserved to employees of Europcar Group in 16 countries where the group is present (the "Offer
This Offer is intended to give to the employees an new opportunity to become shareholders of their company under preferential conditions, and to be involved more closely to the development of the Group's performance.
Commenting this announcement, Caroline Parot, Chair of Europcar Mobility Group's Management Board said that
"We are currently a mobility service company, multi-brand, multi-business, providing service to 7.7 million clients, which operates in more than 130 countries. We have a long history this year we celebrate our 70th anniversary but above all, exciting growth perspectives: together with all our business and employees, we are ready to address the new challenges implied by mobility.
In that respect, we want to involve closely our employees in our growth initiative, and to give them the opportunity to share the value that we are going to create together: this is the purpose we want to give to employee shareholding within Europcar Mobility Group.
In accordance with the applicable law, this press release is intended to present the main characteristics of the Offer, as described below.
1. INFORMATION ON THE ISSUER
Europcar Mobility Group is a French société anonyme with a share capital of EUR 161,030,883, having its registered office 13ter, boulevard Berthier in Paris (75017), and registered with the Trade and Companies Register of Paris under number 489 099 903.
The Company's shares are admitted to trading on the Euronext Paris market (Compartment A) under ISIN code FR0012789949. Europcar is part of the SBF120 stock index.
Information regarding the Company, especially the 2018 registration document filed with the French Autorité des Marchés Financiers on 27 March 2019, under number D.19-0210, is available on its website (www.europcar-mobility-group.com).
2. GROUNDS FOR THE OFFER
The Offer hereunder reflects the Europcar Mobility Group's desire to fully involve its employees in the development and profits of the Group by allowing them to subscribe Europcar Mobility Group shares (the "Shares
3. NATURE OF THE SHARES AND MAXIMUM NUMBER OF SHARES OFFERED
In accordance with the twenty-seventh and twenty-eighth resolutions of the Combined General shareholders' Meeting of Europcar Mobility Group (hereafter referred to as "Europcar" or the "Company") dated 17 May 2018, the Supervisory board of the Company authorized on 21 December 2018 the set-up of an employee share ownership plan to the benefit of the members of the Europcar Group Savings Plan (the "PEG") and to the Europcar International Group Savings Plan (the "PEGI"), under the provisions of articles L. 3332-18 et Seq. of the French Labor Code.
The Shares offered in the context of the Offer are ordinary shares of the Company, which will be newly issued. In accordance with the decision of the Supervisory board of the Company dated 21 December 2018, the maximum number of shares issued as part of the Offer should be capped at 4,800,000 Shares, including a maximum of 2,700,000 shares for the Leveraged Formula.
4. SCOPE OF THE OFFER
The Offer will be submitted to employees from companies of which Europcar Mobility Group directly or indirectly holds 100% of the share capital and who are members of the PEG or the PEGI, whose registered office are in one of the following countries Australia, Austria, Belgium, Denmark, France, Germany, Greece, Luxemburg, Ireland, Italy, New Zealand, Portugal, Slovakia, Spain, Turkey and United Kingdom, subject to obtaining local authorizations in some of these countries.
5. TERMS AND CONDITIONS OF THE OFFER
Beneficiaries
The beneficiaries are the employees of the companies included in the scope of the Offer, with at least three months' seniority at the end of the subscription/revocation period (expected on 24 June 2019).
Investment formulas
The Offer is composed of two subscription formulas
- A leveraged formula guaranteeing the initial investment of the subscriber (the "Leveraged Formula"); and
- A classic formula, under which the initial investment follows the Share price, should the latter increase or decrease (the "Classic Formula
Employees may elect to subscribe either to the Leveraged Formula, to the Classic Formula, or to both Formulas.
The subscription is carried out for both Formulas through the Europcar Mobility Group FCPE (French employee mutual fund, i.e. a Fonds Commun de Placement d'Entreprise) (the "FCPE") or through direct investment. In some countries, employees will receive a Stock Appreciation Right the pay out of which will be indexed by applying a comparable formula to of the one offered in the Leveraged Formula.
Employees participating in the plan will benefit from a matching contribution as described in the documentation related to the Offer.
Indicative time schedule of the transaction and Subscription price
The reservation period will last from 6 to 22 May 2019 inclusive.
On 21 June 2019, Europcar Mobility Group's Management Board will set out the subscription/revocation period and will set the subscription price for the Shares, which will be equal to an average price of the Europcar Mobility Group shares on the Euronext Paris market during the twenty trading days prior to this decision (the "Reference Price"), with a 15% discount (the "Subscription Price
A subscription/revocation period shall last from 21 to 24 June 2019 inclusive, allowing the beneficiaries to subscribe Shares in the event no reservation has been made during the reservation period, or allowing them to cancel their reservation.
The settlement-delivery of the Shares is expected for end of July 2019.
The dates set forth above are for information only and are subject to change.
Maximum and minimum subscription per subscriber
Beneficiaries of the Offer cannot invest, in accordance with the provisions of the PEG and the PEGI as well as with the provisions of article L.3332-10 of the French labor code, over a quarter of their annual gross income for the year 2019.
Exercise of the voting rights attached to the Shares
When the shares will be subscribed and held through a FCPE, the voting rights attached to these shares will be exercised by the Supervisory Board of the FCPE. When the voting rights will be held as registered item, the voting rights will be exercised individually by employees involved.
Lock-up period of the FCPE units or Shares
The beneficiaries subscribing to the Offer will have to hold either all Shares directly or hold the corresponding FCPE units, during a five-year period, except for the 9 early release cases provided for in article R. 3324-22 of the French Labor code. In some countries, there may be fewer early release cases due to the local legal and tax constraints.
6. LISTING OF THE NEW SHARES
Admission to trading on the Euronext Paris market of the Shares newly issued by Europcar Mobility Group (ISIN Code: FR0012789949) in the context of the Offer, on the same quotation line as the existing shares, shall be requested as soon as possible after their issuance expected on 30 July 2019.
7. HEDGING TRANSACTIONS
With respect to the implementation of the Leveraged Formula, the financial institution structuring the offering is likely to enter into hedging transactions. Hedging transactions may therefore be carried out by this institution from the date of this release and during the entire Offer period.
8. SPECIFIC NOTIFICATION ABOUT THE OFFER
This press release does not constitute an offer to sell or a solicitation to subscribe to Europcar Mobility Group' shares. The offering of Europcar Mobility Group' shares reserved for employees will be conducted only in the countries where such an offering has been registered with competent local authorities and/or following the approval of a prospectus by the competent local authorities or in consideration of an exemption of the requirement to prepare a prospectus or register the offering.
More generally, the offering will only be conducted in countries where all required filing procedures and/or notification have been completed and the required authorizations have been obtained.
9. EMPLOYEE CONTACTS
For any question relating to the Offer, the beneficiaries may consult the documents made available to them on the website dedicated to this Offer and/or address any question regarding this Offer to their human resources manager.
In France, this press release constitutes the information document required pursuant to articles 212-4 5° and 212-5 6° of the General Regulations French Market Authority ("Autorité des Marchés Financiers" or "AMF"), article 19 of the AMF Instruction dated October 21, 2016 (DOC-2016-04).
About Europcar Mobility Group
Europcar Mobility Group is a major player in mobility markets and listed on Euronext Paris. The mission of Europcar Mobility Group is to be the preferred "Mobility Service Company" by offering alternative attractive solutions to vehicle ownership, with a wide range of mobility-related services: vehicle-rental, chauffeur services, car-sharing, scooter-sharing and peer-to-peer car-rental. Customers' satisfaction is at the heart of the Group's mission and all of its employees and this commitment fuels the continuous development of new services. Europcar Mobility Group operates through multi brands meeting every customer specific needs; its 4 major brands being: Europcar the European leader in vehicle rental services, Goldcar the most important low-cost car-rental company in Europe, InterRent 'mid-tier' brand focused on leisure and Ubeeqo one of the European leaders in car-sharing (BtoB, BtoC). Europcar Mobility Group delivers its mobility solutions worldwide through an extensive network in 135 countries (including 16 wholly owned subsidiaries in Europe, 2 in Australia and New Zealand, franchises and partners).
More information on :
europcar-mobility-group.com
View source version on businesswire.com: https://www.businesswire.com/news/home/20190505005034/en/
Contacts:
Media Relations
Valérie Sauteret
valerie.sauteret@europcar.com
Investor Relations
Olivier Gernandt
+33 1 80 20 91 81
olivier.gernandt@europcar.com
Publicis Consultants Contacts
Sébastien Gallot
+33 6 64 51 25 56
sebastien.gallot@publicisconsultants.com
Marie Quinette
+ 33 6 37 19 70 04
marie.quinette@publicisconsultants.com
