PARIS, Sept. 19 /PRNewswire-FirstCall/ -- The subscription price
for the 2006 employee share offering (Shareplan 2006) has been
determined by the Management Board on September 18, 2006. The
subscription price is based on a reference price of euro 28.60,
which 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 from August 21, 2006
to September 15, 2006 inclusive. Under the classic share offering,
for all countries, the subscription price is equal to 80% of the
reference price (or its value in the local currency), i.e euro
22.88 Under the leveraged offering plan, for all countries (except
Germany), the subscription price is equal to 84.79% of the
reference price (or its value in the local currency), i.e euro
24.25 For Germany, under the leveraged offering plan, the
subscription price is equal to 100% of the reference price, i.e
euro 28.60 The following information is mainly a reminder of the
conditions relating to the operation Shareplan 2006 that have
already been described in a press release dated August 21, 2006.
ISSUER AXA, Footsie sectorial classification: Economic Group: 80
Financials Sector: 83 Insurance Sub-sector: 839 Other/ Insurance
OBJECTIVE As each year, the AXA Group offers 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 2006 offering, called "Shareplan
2006," will take place in 32 countries and will involve around
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
shareholders' resolution authorizing the capital increase: General
Shareholders' Meeting on April 20, 2005. -- Dates of the Management
Board's decisions: May 29, 2006 (principle of the offering) and
September 18, 2006 (fixing of the Reference Price and of the dates
of the subscription period). -- Type of share, maximum number:
pursuant to (i) resolution 24 of the General Shareholders' Meeting
as of April 20, 2005 and to (ii) the decisions of the Management
Board as of May 29, 2006, 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 : 80% of the Reference Price (or its value in the local
currency), - under the leveraged offering plan, for all countries
(except Germany): 84.79% of the Reference Price (or its value in
the local currency) and for Germany, 100% of the Reference Price.
-- The maximum number of new shares, which may be issued pursuant
to the offering is 48,645,483 shares corresponding to a capital
increase of a nominal amount of more than Euro 111 million. -- The
new shares earn dividends as of January 1, 2006. CONDITIONS
RELATING TO SUBSCRIPTION -- Beneficiaries of the offering: unless
local law requires otherwise 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 entities and have been employed for at least 3 months
on a continuous or on a discontinuous basis during the period from
January 1, 2005 to the first day of the subscription period, in
conformity with Article L. 444-4 of the French Labour Code, - the
ex-employees of eligible AXA entities who are retired or have taken
early retirement on the condition that such persons have not asked
to have their investment in any Group Employee Stock Purchase Plan
(Plan d'Epargne d'Entreprise de Groupe or P.E.E.G.) or in any
International Employee Stock Purchase Plan (Plan International
d'Actionnariat de Groupe or P.I.A.G.), held in registered accounts
or via one or several funds, liquidated at the beginning of the
subscription period. The companies eligible for the offering are
those that have enrolled in the P.E.E.G. or in the P.I.A.G.
including their additional clauses. -- 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
(other than in Italy, Netherlands, Spain and the United States) the
new shares will be subscribed through funds (FCPE) of which the
employees will receive units. The employees will have direct voting
rights at the AXA's general shareholders' meetings, except for the
Japanese employees who will, for tax reasons, still vote indirectly
through the supervisory board of their FCPE. In Italy, Netherlands,
Spain and the United States, the shares will be subscribed directly
by employees and will be held in registered accounts. They still
have direct voting right. - For the leveraged plan other than in
the United States, the new shares will be subscribed through FCPEs
of which the employees will receive units. The employees will have
direct voting rights at the AXA's general shareholders' meetings,
except for the Japanese employees who will, for tax reasons, still
vote indirectly through the supervisory board of their FCPE. In the
United States, the shares will be subscribed directly by employees
and will be held in registered accounts. They still have direct
voting right. -- Investment limit: in accordance with Article L.
443-2 of the French Labour Code, 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). Regarding the investment limit for the leverage
offer, 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 will be obliged to
hold their shares or fund units for a period of 5 years, i.e. until
April 1, 2011 in France, until July 1, 2011 for the rest of the
world and until November 28, 2011 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 0.8801 warrant and each whole warrant will be
exercisable into one additional ordinary share at the Reference
Price. -- The maturity date of the warrants will be on July 1,
2011, except for the case of an early exit event. TIMETABLE FOR THE
OFFERING -- Fixing period to determine the Reference Price: from
and including August 21, 2006 to and including September 15, 2006.
Hedging transactions relating to the leveraged offering have been
carried out by a financial institution during this period, and
could continue to be implemented until the end of the Shareplan
2006. -- The Management Board has confirmed on September 18, 2006
the dates of the subscription period: from and including September
25, 2006 to and including October 9, 2006 for all the countries
(excluding Belgium) and from and including September 25, 2006 to
and including October 24, 2006 for Belgium. -- Date of capital
increase: expected on November 27, 2006. LISTING Listing of the new
shares on 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 November 27, 2006 and will be completed at
the latest on December 29, 2006 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 August 22, 2006. 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 August 16, 2006, number 333- 136679.
AVAILABILITY OF INFORMATION DOCUMENTS All information documents
concerning the Shareplan 2006, including this press release, are
available by request of the beneficiaries to AXA -- 25, Avenue
Matignon -- 75008 Paris, France. They are also available on AXA
intranet web sites and on AXA Epargne Entreprise web site
http://www.capeasi.com/. This press release contains the
information required by articles 212-4 5) and 212-5 6) of the AMF
General Rules. CONTACT FOR EMPLOYEES For questions relating to the
present share offering, 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 1,091 billion in
assets under management as of June 30, 2006, and reported total
revenues of Euro 41 billion and underlying earnings of Euro 2,090
million for the first half of 2006. 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. 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 August 16, 2006, Number
333-136679. 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:
Canada, Japan, Philippines and Portugal, where Shareplan 2006 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,
2005 and AXA's Document de Reference for the year ended December
31, 2005, 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: AXA Investor Relations: Etienne Bouas-Laurent,
+33-1-40-75-46-85, or Sophie Bourlanges, +33-1-40-75-56-07, or
Emmanuel Touzeau, +33-1-40-75-49-05, or Kevin Molloy,
+1212-314-2893, or AXA Media Relations, Christophe Dufraux,
+33-1-40-75-46-74, or Clara Rodrigo, +33-1-40-75-47-22, or Armelle
Vercken, +33-1-40-75-46-42 Web site: http://www.axa.com/
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