AXA Launches Its 2005 Employee Share Offering (Shareplan 2005)
2005年9月23日 - 5:42PM
PRニュース・ワイアー (英語)
PARIS, Sept. 23 /PRNewswire-FirstCall/ -- ISSUER AXA, Footsie
sectorial classification: Economic Group : 80 Financials Sector :
83 Insurance Sub-sector : 839 Other/ Insurance OBJECTIVE The AXA
Group has, for several years offered to its employees, in and
outside of France, the opportunity to subscribe to shares issued by
way of a capital increase reserved to employees. In doing so, the
AXA Group hopes to strengthen its relationship with its employees
by closely associating them with the future development and results
of the Group. The 2005 offering, called "Shareplan 2005," will take
place in 28 countries and will involve more than 90,000 employees
who will, in most countries, be offered the opportunity to
participate in both a classic share offering and a leveraged plan
offering. SHARES TO BE ISSUED - Date of the shareholder's
resolution authorizing the capital increase: General Shareholders'
Meeting on April 20, 2005. - Date of the Management Board's
decision authorizing the issue: June 27, 2005 and expected on
October 21, 2005. - Type of share, maximum number: pursuant to (i)
resolution 24 of the General Shareholders' Meeting as of April 20,
2005 and (ii) the decisions of the Management Board as of June 27,
2005, the offering will consist of the following: -- An issue,
without preferential subscription rights for existing shareholders,
of new shares offered at a subscription price equal to: * under the
classic share offering, for all countries (including Germany) : 80%
of the Reference Price (or its value in the local currency), *
under the leveraged offering plan, for all countries (except
Germany): 82.5% of the Reference Price (or its value in the local
currency) and for Germany, 100% of the Reference Price. The
Reference Price is equal to the arithmetical average of the 20
opening stock price quotes for the AXA shares on Eurolist by
Euronext Paris S.A. over a period of 20 consecutive trading days,
the last of which is being the day before the Company's Management
Board officially decides to launch the employee share offering,
i.e. from and including September 23, 2005 to and including October
20, 2005, the Management Board's decision being expected on October
21, 2005. -- The maximum number of new shares, which may be issued
pursuant to the offering is 65,502,183 shares corresponding to a
capital increase of a nominal amount of Euro 150 million. -- The
new shares earn dividends as of January 1, 2005. CONDITIONS
RELATING TO SUBSCRIPTION - Beneficiaries of the offering: the
individuals eligible for the offering are: * Employees who, at the
beginning of the subscription period, have an employment contract
with one or more of the eligible AXA companies and have been
employed for at least 3 months on a continuous or on a
discontinuous basis during the period from January 1, 2004 to the
first day of the subscription period, in conformity with article L
444.4 of the French Code du travail, unless local law requires
otherwise. * Subject to specific conditions in certain countries
including the agreement of the relevant local companies, the
ex-employees of eligible AXA companies who are retired or have
taken early retirement on the condition that such persons have not
asked to have their units in any Plan d'Epargne d'Entreprise de
Groupe des societes in France (P.E.E.G) or in any Plan
International d'Actionnariat de Groupe des societes outside France
(P.I.A.G.) liquidated at the beginning of the subscription period.
- Beneficiaries of the offering: the companies eligible for the
offering are: * those that have enrolled in the Plan d'Epargne
d'Entreprise de Groupe des societes in France (P.E.E.G) or in the
Plan International d'Actionnariat de Groupe des societes outside of
France (P.I.A.G.) including their additional clauses and that are
affiliates of AXA within the meaning of Article L. 444-3 of the
French Labor Code (Code du Travail) and Article L. 225-180 of the
French Commercial Code (Code de Commerce), * as far as the P.E.E.G.
for AXA affiliates in France is concerned, eligibility is extended
to those that are OR that could be consolidated pursuant to Article
L. 233-16 of the Code de Commerce, * As far as the P.I.A.G. is
concerned, for AXA's foreign affiliates, eligibility is extended to
those that are OR that could be consolidated pursuant to Article L.
233-16 of the Code de Commerce AND in which AXA holds a direct OR
indirect equity interest of more than 50%. - Existence or not of
preferential subscription rights for existing shareholders: the
issue will be without preferential subscription rights for existing
shareholders. - Terms of subscription: * For the classic offer in
France and outside of France (other than U.S. and Italy) the new
shares will be subscribed through funds (fonds communs de placement
d'entreprise) of which the employees will receive units. The
employees will have direct voting rights at the AXA's general
shareholder meetings, except for the Japanese employees who will,
for tax reasons, still vote indirectly (i.e. through the
supervisory board of the fund). In the United States and in Italy,
the registered shares will be subscribed directly by employees.
They still have direct voting right. * For the leveraged plan, in
France and outside of France (other than U.S.), the new shares will
be held through funds (fonds communs de placement d'entreprise) of
which the employees will receive units. The employees will have
direct voting rights at the AXA's general shareholder meetings,
except for the Japanese employees who will, for tax reasons, still
vote indirectly (i.e. through the supervisory board of the fund).
In the United States, the registered shares will be subscribed
directly by employees. They still have direct voting right. - In
accordance with Article L. 443-2 of the Code du travail, aggregate
voluntary contributions by each eligible employee may not exceed
one- fourth of that eligible employee's annual gross compensation
or pension benefits, as the case may be (such investment limits
could be lower pursuant to local laws). The investment limit for
the leverage offer, within the limit of the quarter of the
employee's annual gross compensation or pension benefits is
calculated after taking into account the complementary contribution
of the bank. - Minimum holding period of shares: Eligible employees
in France will be obliged to hold their shares or fund units for a
legally imposed period of 5 years, i.e. until April 1, 2010 in
France, until July 1, 2010 for the rest of the world and until
December 31, 2010 in Belgium, except for the case of a specified
early exit event. TERMS OF EXERCISE OF EQUITY-LINKED INSTRUMENTS
Exercise rights and exercise price in respect of the leveraged
offering in Germany: -- The subscription price of each share with
warrant will be the reference price. Each share will be entitled to
0.9203 warrants and each whole warrant will be exercisable into one
additional share at the reference price. -- The maturity date of
the warrants will be on July 1, 2010, except for the case of an
early exit event. TIMETABLE FOR THE OFFERING -- Fixing period to
determine the reference price: from and including September 23,
2005 to and including October 20, 2005. Hedging transactions
relating to the leveraged offering could be carried out by a
financial institution during this period, and could continue to be
implemented until the end of the Shareplan 2005. -- The
subscription period: expected to run from and including November 2,
2005 to and including November 21, 2005 for all the countries
(excluding Belgium) and from November 2, 2005 to and including
December 2, 2005 for Belgium. -- Date of capital increase: expected
on December 23, 2005. LISTING Listing of the new shares on the
Eurolist by Euronext Paris S.A. (Euroclear France Code: 12062) and
on the New York Stock Exchange in the form of American Depositary
Shares (ADS), each ADS representing one ordinary AXA share, will be
requested as soon as possible after the capital increase expected
as of December 23, 2005 and will be completed at the latest on
December 31, 2005 on the same line as the existing shares. OTHER
INFORMATION The Funds regulations and notices have received the
approval of the AMF (Autorite des Marches Financiers) on September
13, 2005. The offering will take place in France and outside
France, including in the United States where the offering has been
registered with the Securities and Exchange Commission ("SEC") on a
Form S-8 on September 20, 2005, number 333-128-450. CONTACT FOR
EMPLOYEES For questions relating to the present share offer, please
contact your Human Resources Department. This press release is also
available on AXA Group web site: http://www.axa.com/ About AXA AXA
Group is a worldwide leader in financial protection. AXA's
operations are diverse geographically, with major operations in
Western Europe, North America and the Asia/Pacific area. AXA had
Euro 935 billion in assets under management as of June 30, 2005,
and reported total revenues of Euro 67 billion and underlying
earnings of Euro 2,640 million for the Year 2004. AXA has published
total revenue of Euro 37 billion and underlying earnings of Euro
1,761 million, in the IFRS standard, at the first half year 2005.
The AXA ordinary share is listed and trades under the symbol AXA on
the Paris Stock Exchange. The AXA American Depository Share is also
listed on the NYSE under the ticker symbol AXA. AXA Investor
Relations: Matthieu Andre: +33.1.40.75.46.85 Marie-Flore Bachelier:
+33.1.40.75.49.45 Caroline Portel: +33.1.40.75.49.84 Emmanuel
Touzeau: +33.1.40.75.49.05 AXA Media Relations: Christophe Dufraux
+33.1.40.75.46.74 Rebecca Le Rouzic: +33.1.40.75.97.35 Clara
Rodrigo: +33.1.40.75.47.22 WARNING AXA shares are listed on the
Paris Stock Exchange and the NYSE as ADS form. The offering was
registered with the SEC on a Form S-8 on 20 September 2005, Number
333-128-450. This press release is not an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction. In particular, this press
release will not constitute an offer in the following countries:
Saudi Arabia, Japan, Oman and Portugal, where Shareplan 2005 will
be submitted to the prior approval of the relevant authorities.
Certain statements contained herein are forward-looking statements
including, but not limited to, statements that are predications of
or indicate future events, trends, plans or objectives. Undue
reliance should not be placed on such statements because, by their
nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause
actual results and AXA's plans and objectives to differ materially
from those expressed or implied in the forward looking statements
(or from past results). These risks and uncertainties include,
without limitation, the risk of future catastrophic events
including possible future terrorist related incidents. Please refer
to AXA's Annual Report on Form 20-F for the year ended December 31,
2004 and AXA's Document de Reference for the year ended December
31, 2004, for a description of certain important factors, risks and
uncertainties that may affect AXA's business. AXA undertakes no
obligation to publicly update or revise any of these
forward-looking statements, whether to reflect new information,
future events or circumstances or otherwise. DATASOURCE: AXA Group
CONTACT: Investors: Matthieu Andre, +33-1-40-75-46-85, Caroline
Portel, +33-1-40-75-49-84, Sophie Bourlanges, +33-1-40-75-56-07,
Marie-Flore Bachelier, +33-1-40-75-49-45, Emmanuel Touzeau,
+33-1-40-75-49-05, or Media: Christophe Dufraux, +33-1-40-75-46-74,
Clara Rodrigo, +33-1-40-75-47-22, Rebecca Le Rouzic,
+33-1-40-75-97-35, all of AXA Web site: http://www.axa.com/
Copyright