Regulatory News:
FDJ UNITED (Paris:FDJ) announces the launch of a new employee share ownership programme. The programme, "FDJ UNITED INVEST", will apply to a maximum of 1% of the company's share capital, equating to a maximum of 1,852,700 shares.
Following the success of the previous programme in 2019, when the Group conducted its initial public offering (IPO), this new initiative will offer more than 5,000 eligible employees in France and abroad the opportunity to join in the long tradition of employee shareholding at FDJ UNITED, connecting them ever more closely to the Group's ambitions and performance. Employee share ownership currently accounts for 3.4% of FDJ UNITED's share capital.
Stéphane Pallez, Chairwoman and CEO of FDJ UNITED, commented: "Having acquired Kindred in October 2024 and welcomed nearly 2,500 new employees marked the beginning of a new chapter in the Group's history. Now more international and more diversified, FDJ UNITED is pursuing a growth trajectory in which employees will play a key role. This employee share ownership programme, available in 13 countries, is in keeping with our proud tradition of value-sharing."
Employees signing up for the programme will be able to choose between a "Classic" offer, which offers a 20% discount and an employer contribution, and a "Multiple" offer, which offers a 15% discount and a guarantee covering the employee's personal contribution. The subscription/revocation period is set to run from 26 to 30 June 2025.
Appendix
Terms and conditions of the offer Shares under the offer
The offer is made available within the framework of the group employee savings plan (PEG) and the international group employee savings plan (PEGI) of La Française des Jeux, which are governed by Article L. 3332-1 et seq. of the French Labour Code.
The offer concerns up to 1,852,700 shares (or 1% of the share capital on 19 December 2024, the date of the Board of Directors' decision on the principle to proceed with the offer).
Implementation of the share buyback programme
Shares under the offer will be made available through the sale of existing shares bought back by the Company under the authorisation granted by shareholders pursuant to Resolution 17 of the Shareholders' Meeting of 25 April 2024 or subsequent authorisation for the same purpose.
In this context, La Française des Jeux will acquire a maximum of 1,852,700 FDJ UNITED shares, with the purpose of transferring them to eligible participants under the "FDJ UNITED INVEST" offer. The shares may be acquired on one or more occasions, by any means authorised by the regulations in force, including in particular over-the-counter trades, block sales and sales with the option of repurchase, as well as the use of any derivative financial instrument, traded on a regulated market or over the counter, and the use of option strategies.
Eligible participants under the offer
The offer is open to employees who hold a contract of employment with a company that has been a member of the group employee savings plan (PEG) or the international group employee savings plan (PEGI) for at least one day during the subscription/revocation period, and who have been with said company for at least three months at the close of the subscription/revocation period.
Former employees who have retired and who have kept assets within the group employee savings plan (PEG) since leaving the Group are eligible, but do not qualify for a matching employer contribution.
Subscription plans
Eligible participants can acquire FDJ UNITED shares through two offers: the "Classic" offer; and the "Multiple" offer, which carries a leverage effect. Caps are provided for investment in each of these offers.
Shares will be offered at a price equal to the arithmetic mean of volume-weighted average prices (VWAP) of FDJ UNITED shares in trading on the Euronext Paris market over the 20 sessions preceding the Chairwoman and CEO's decision concerning the dates of the subscription/revocation period ("reference price"), less a 20% discount for shares subscribed for under the Classic offer and a 15% discount for shares subscribed for under the Multiple offer.
Classic offer: Subscribers for shares qualify for a 20% discount to the reference price and a matching employer contribution. The Classic offer carries the risk of a capital loss insofar as the value of the investment will mirror the FDJ UNITED share price, which may go up or down.
Multiple offer: This offer carries a leverage effect, whereby subscribers for the shares may benefit from a guarantee covering their personal contribution and the higher of: (i) a guaranteed minimum return at a predetermined rate on the amount of their personal contribution; and (ii) a multiple of any protected average increase in the FDJ UNITED share price observed over the investment period.
Individuals eligible for the offer should consult the detailed documentation about the FDJ UNITED Invest offer prepared for them.
Holding arrangements for the shares
Shares are either purchased via the company mutual fund (FCPE) or, in certain countries, may be purchased directly.
Voting rights attached to shares held via the company mutual fund (FCPE) are exercised by the FCPE's supervisory board. Voting rights attached to shares held directly are exercised by the participant.
Lock-up period
FCPE units and shares held directly will be subject to a lock-up period lasting until 31 May 2030 inclusively, unless one of the standard early-release scenarios provided for in Articles L. 3332-25 and R. 3324-22 of the French Labour Code occurs, subject to any restrictions applicable in certain countries where the offer is made available.
Hedging transactions
The Multiple offer involves hedging transactions by the bank structuring this formula (Société Générale), on- and/or off-market, by means of purchases and/or sales of shares, call options and/or any other transactions, at any time, and specifically during the period in which the reference price is set, and throughout the duration of the FDJ UNITED INVEST employee share ownership operation.
Timetable for the operation
Reservation period: From 17 April 2025 until 4 May 2025 (inclusive)
Determination of the purchase price: Scheduled for 25 June 2025
Subscription/revocation period: Scheduled to run from 26 until 30 June 2025 (inclusive)
Settlement-delivery of the offer: Scheduled for 29 July 2025
These dates are provided on an indicative basis and are subject to change. The definitive dates will be set in a decision to be made by the Chairwoman and CEO acting under the authority delegated to her by the Board of Directors.
Disclaimer for outside France
This press release is not an offer for sale or a solicitation of an offer for the purchase of FDJ UNITED shares. The FDJ UNITED share offer is strictly reserved for the eligible participants stated hereinabove and will be made available solely in the countries where, as appropriate, such offer has been registered, or notification thereof has been filed, with the competent local authorities and/or following approval of a prospectus by the competent local authorities, or pursuant to an exemption to prepare a prospectus, register or file a notification of the offer.
More broadly, the offer will be made available solely in countries where all the registration procedures and/or requisite filings have been made and where the necessary authorisations have been obtained.
The FDJ UNITED shares that may be purchased under this offer are not subject to any recommendation by the market, government or regulatory authorities. Neither La Française des Jeux nor any FDJ UNITED company is providing any investment advice or a recommendation to invest. The decision to invest is a personal decision, which must be made by each employee in consideration of their finances, their investment objectives, their personal tax situation, other alternative investment options and the fact that the value of listed shares may go down, as well as up. From this perspective, participants are urged to consider the diversification of their investment portfolio to make certain that the risk they are envisaging is not too highly concentrated in a single investment.
About FDJ UNITED
FDJ UNITED is one of Europe's leading betting and gaming operators, with a vast portfolio of iconic brands and a reputation for technological excellence. With over 5,000 employees and a presence in nearly fifteen regulated markets in Europe, the Group offers a diversified, responsible range of games, both under exclusive rights and open to competition: lottery games in France and Ireland, via an extensive point-of-sale network and online; sports betting at points of sale in France; and online games open to competition (sports and horse-race betting, poker and online casino games, in the markets where these activities are authorised). FDJ UNITED has placed responsibility at the heart of its strategy and promotes recreational betting. The Group is listed on the Euronext Paris regulated market (FDJU) and is a member of indices including the SBF 120, Euronext 100, Euronext Vigeo 20, EN EZ ESG L 80, STOXX Europe 600, MSCI Europe and FTSE Euro.
For more information, visit www.fdjunited.com
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