UBISOFT ENTERTAINMENT : Capital increase project reserved to certain employees of Ubisoft Entertainment S.A's Canadian, US, UK, German and Romanian subsidiaries


 
 

Capital increase project reserved to certain employees
of Ubisoft Entertainment S.A's
Canadian, US, UK, German and Romanian subsidiaries

(The 2014 EMPLOYEE OWNERSHIP PLAN)

Paris, France - February 11th, 2014 - The Board of Directors of Ubisoft Entertainment S.A. ("Ubisoft"), held on February 11th, 2014, has examined a project of capital increase through common shares issuance to be paid in cash, reserved to certain employees of Ubisoft Canadian, US, UK, German and Romanian subsidiaries (hereafter referred to individually as a "Subsidiary" and collectively as the "Subsidiaries"), in application of the twentieth resolution of the General Shareholders' Meeting of September 24th, 2012, and in accordance with the provisions of the article L. 225-138 of the French Commercial Code.

In addition, the Board of Directors has approved the rules of the 2014 Employee Ownership Plans applicable in each country (hereafter the "Plan(s)") that set out the characteristics of the share capital increase project reserved to certain employees of Ubisoft Subsidiaries (hereafter the "Capital Increase Project").

Purpose of the Capital Increase Project
This Capital Increase Project aims to allow eligible employees of Ubisoft Subsidiaries to take part in the capital increase under attractive conditions, thereby allowing them to become shareholders of Ubisoft and benefit directly from Ubisoft future results.  

Maximum number of the common shares to be issued in the frame of the Capital Increase Project
The maximum number of common shares to be issued in the frame of this reserved Capital Increase Project is 105,571.

Main characteristics of the Capital Increase Project
Enrolment Period
The eligible employees of the Subsidiaries wishing to take part in the project are required to return to the Subsidiary designated as the Administrator of their Plan, during the enrolment period (February 17th, 2014 until February 28th, 2014), an enrolment form  stating the amount that they envisage to invest in view of the subscription of Ubisoft's common shares (hereafter "the Contribution"), under the condition precedent of the Board of Directors deciding to implement the reserved capital increase according to the provisions of each applicable Plan rules, as duly approved by the Board of Directors.

Insofar as the subscription price will not be known during this period, the beneficiaries who reserved will have the opportunity to retract themselves during the subscription/cancellation period  (March 19th, 2014 until March 25th, 2014), subject to the full and final approval  by the Board of Directors which will decide on whether to implement the capital increase.

Subscription's Cap and floor
The amount of each participant's Contribution is subject to a minimum investment limit and may not exceed a maximum fixed in each Plan applicable to each country, as follows:

Canada US UK Germany Romania
Maximum investment 25%
of the annual gross base salary
50%
of the annual gross base salary within the limit of
25 000 US$
25%
of the annual gross base salary
25%
of the annual gross base salary
50%
of the annual gross base salary
Minimum investment 500CAN$ 500US$ 250GBP 300€ 1.350 RON

The Board of Directors' decision to implement the reserved capital increase
Based namely on the enrolment forms received from the eligible employees, a Board of Directors to be held after the expiration of the Enrolment Period, will decide on whether to implement the capital increase. Provided a favourable decision is taken, the Board of Directors will:

  • fix the maximum number of common shares to be issued (the "Shares"), within the limits of
    105,571 shares and will correlatively fix the nominal amount of the share capital increase that may not exceed 8,181.75 euros. 

  • set the subscription price of the Shares, which will be equal to the quoted opening price of Ubisoft Entertainment S.A. share on Euronext Paris on the day of the Board of Directors' meeting deciding the implementation of the share capital increase, with a discount of 15% (the "Subscription Price").  

  • set the list of eligible employees who shall benefit from the suppression of the preferential subscription right of the shareholders, according to section L. 225-138 of the French Commercial Code, as well as the number of Shares that each eligible employee may subscribe based on the enrolment forms received from him/her. 

Reduction Threshold
If the global amount of Contributions arising from the eligible employee's enrolment forms was leading to the issuance of a number of shares exceeding the number of Shares proposed by Ubisoft (maximum 105,571 shares), the Contributions of the eligible employee's shall be served as follows:

Any Contribution or fraction of Contribution resulting in a number of Shares falling below the Reduction Threshold will be fully served.

Any fraction of Contribution resulting in a number of Shares exceeding the Reduction Threshold will be reduced by on the one hand, being multiplied by the number of Shares remaining to allocate (corresponding to the difference between the maximum amount of 105,571 shares and the aggregate amount of Contributions or fraction of Contributions resulting in a number of Shares falling below the Reduction Threshold) and on the other hand, being divided by the aggregate amount of fraction of Contribution resulting in a number of Shares exceeding the Reduction Threshold.

* The Reduction Threshold is determined by applying a ratio of 80% to the division of the maximum number of Shares to be issued (namely : 105,571) by the number of beneficiaries designated further to the Board of Directors' Meeting which will decide whether or not to implement the share capital increase, rounded down to the closest whole number.

Subscription's conditions of the Shares to be issued

The Subscription Period
The eligible employees will subscribe to the Shares between March 19th, 2014 until March 25th, 2014 (the "Subscription Period"), subject to the full and final approval by the Board of Directors which will decide on whether to implement the capital increase.

Direct Subscription of the Shares
The eligible employees will subscribe directly to the Shares, which shall be bearer shares.  

The rights attached to the Shares
The Shares will be entitled to dividends as at April 1st, 2013. The Shares will be, as of their creation, completely assimilated to the common shares admitted to trading on Euronext Paris. They shall benefit from the same rights as the common shares, and shall be submitted to all statutory provisions and the decisions of the general shareholders' meetings.

Listing of the new Shares
The listing of the new Shares on Euronext Paris will be required immediately as of the date of the completion of the capital increase, which is expected to be on March 27th, 2014.

Restriction of the holding modalities of the Shares
The holding of the Shares shall be done through the bank which will manage the Shares after their listing. The Shares are registered in each Participant's share account and may not be transferred to a share account opened at a local bank.

Shares subscribed by US nationals
The Shares subscribed by US nationals will be deemed, for a US legal perspective, as "restricted securities", and may not be resold in the US, without registration or a valid exemption from the registration requirements, and are subject to the risks and uncertainties of Ubisoft's business and results of operations.

Indicative calendar of the operation
The Enrolment Period will take place from February 17th, 2014 until February 28th, 2014.

A  Board of Directors shall meet in principle after the expiration of the Enrolment Period in order to decide whether to implement the reserved capital increase, based on the enrolment forms. This Board shall set the amount of the capital increase, the beneficiaries of the suppression of the shareholders' preferential subscription right, the number of Shares that each beneficiary may subscribe to, the Subscription Price as well as the Subscription Period. The Subscription Period will take place from March 19th, 2014 until March 25th, 2014 included, subject to the full and final approval by the meeting of the Board of Directors as mentioned hereabove.

The capital increase is expected to be completed on March 27th, 2014.

Access to the 2014 Employee Ownership Plan
The eligible employees of the Canadian, US, UK, German and Romanian Subsidiaries will receive respectively the Plan rules and other documentation applicable in their country, setting out the characteristics of the Capital Increase Project. A copy of the Plan rules will be posted online on Ubisoft's intranet site.

Special Quote
The foregoing information is provided solely for the purposes of providing information to eligible employees and summarises some of the terms of the Plan. In the event of a conflict between the summary and the rules of the Plan, the rules of the Plan will prevail.  

The EU Prospectus Directive (the "Directive") provides prospectus exemptions, notably for shares offered to the employees where the securities are admitted to trading on a regulated market. Ubisoft currently has ordinary shares listed on Euronext Paris which is a "regulated market" for the purposes of the Directive. Ubisoft is relying on the above exemptions in relation to making offers of shares under the Capital Increase Project.

This document constitutes the release required by the French AMF according to articles 212-4 5° and 212-5 6° of the AMF's General Regulation and article 14 of the instruction n° 2005-11 dated December 13, 2005.

 

The present release does not constitute a sale offer nor a solicitation for the subscription of Ubisoft's shares. The Ubisoft shares' offer, in the frame of the Capital Increase Project, is reserved to eligible employees of the Subsidiaries where this offer will be carried out based on prospectus exemptions and registration exemptions provided by the local securities regulations, and/or subject to the completion of the appropriate local filings requirements.  

 

Contact
Financial Communication                                        
Jean-Benoît Roquette                                                
SVP Investor Relations                                          
+ 33 1 48 18 52 39                                                
Jean-benoit.roquette@ubisoft.com                                

 

 

About Ubisoft :
Ubisoft is a leading creator, publisher and distributor of interactive entertainment and services, with a rich portfolio of world-renowned brands, including Assassin's Creed, Just Dance, Tom Clancy's video game series, Rayman and Far Cry. The teams throughout Ubisoft's worldwide network of studios and business offices are committed to delivering original and memorable gaming experiences across all popular platforms, including consoles, mobile phones, tablets and PCs. For the 2012-13 fiscal year Ubisoft generated sales of €1,256 million.To learn more, please visit www.ubisoftgroup.com.


Attachments

Ubisoft - PR 02112014