Rueil-Malmaison, March 29, 2012 - Schneider Electric SA
announces today the launch of a capital increase reserved
for employees under the Group employee savings plan
(plan d'epargne salariale).
This offering, which is in line with the Group's policy to
develop employee shareholding, is proposed to Group
employees in twenty-six countries, including France. This
plan covers around 80% of the employees of the Group. The
subscription-revocation period is expected to take place
from June 15 to June 20, 2012.
The payment and delivery of shares is expected on July 19,
The terms of this offering are described below.
Schneider Electric SA
Euronext Paris - Compartment A
Ordinary share ISIN code: FR0000121972
Security eligible to the Deferred Settlement Service
(Service de Règlement Différé or SRD)
Purpose of the transaction - Reasons for the offering
As per the decision made during the Annual Shareholders'
Meeting held on April 21, 2011, the Supervisory Board has
authorized the Management Board on December 15, 2011 to
issue (i) shares reserved for employees participating in
the Schneider Electric Group Savings Plan (pursuant to
article L.225-129-2, L.225-129-6, and L.225-138-1 of the
French Commercial Code and article L.3332-18 and seq. of
the French Labour Code) and (ii) shares reserved for
employees and entities created for the benefit of
employees, of companies of the Group located outside France
(pursuant to article L.225-129-2 and L.225-138 of the
French Commercial Code).
In this framework, subscription of shares is proposed to
employees of the Group in twenty-six countries, including
France. Two subscription plans can be proposed:
a "classic" plan in which the subscriber is fully exposed
to variations in the share price; and
in certain countries, a "leveraged" plan (implemented
through agreement with a sponsor bank) in which the
subscriber benefits from the guarantee of receiving, on
maturity, the amount of his or her personal contribution
and a multiple of the performance of Schneider Electric
SA shares based on an average of the closing share price
calculated at maturity.
This offering reinforces the link between the Group and its
employees by giving them the opportunity to be more
involved in the developments and future performance of the
Shares to be offered
The shareholders of Schneider Electric SA authorized the
Management Board at the Annual Shareholders' Meeting held
on April 21, 2011 (i) pursuant to the 22nd resolution to
increase the share capital within the limit of 2% of the
capital by issuance of new shares or other securities
giving access to the company's share capital reserved for
Group employees taking part in the savings plan and (ii)
pursuant to the 23rd resolution, to increase the share
capital within the maximum limit of 1% of the capital by
issuing new shares reserved for employees and entities
created for the benefit of the employees, of companies of
the Group located outside France.
The Supervisory Board authorized the Management Board on
December 15, 2011 to use these authorizations within the
limit of 4 900 000 shares (approximately 0.9% of the share
capital as of December 31, 2011).
On November 28, 2011 the Management Board decided the
principle methods regarding capital increases. It is
expected that the Management Board will fix on June 14,
2012 the conditions of these capital increases and in
particular the subscription price of the new shares, based
on the average of the opening share prices quoted on the
Eurolist market of Euronext Paris S.A on the twenty trading
days preceding the day of such a decision ("Reference
Price"). The shares created will bear right to
dividends as of January 1, 2012.
For the classic plan, the beneficiaries will be able to
subscribe shares either directly, or by the intermediary of
a fonds commun de placement d'entreprise ("FCPE"),
at a price equal to 85% of the Reference Price for the
beneficiaries in France and 80 % of the Reference Price for
the beneficiaries outside of France.
For the leveraged plan (in Belgium, Brazil, China, Czech
Republic, Finland, Germany, Hong Kong, India, Indonesia,
Ireland, Italy, Mexico, New Zealand, Philippines,
Saudi-Arabia, Singapore, Spain, Switzerland, Taiwan and
Thailand), the beneficiaries will be able to subscribe
shares by the intermediary of an FCPE.
Conditions relating to subscription
The beneficiaries of the employee share plan are the
employees (as well as retirees and pre-retirees in certain
countries, having kept their investment in the Company
Savings Plan) and officers of the companies of the Group
where the head office is located in one of the twenty-six
countries participating in the offering, who have at least
three-month seniority in one of the companies of the Group
on the last day of the subscription period, i.e., June 20,
The present offering is undertaken without preferential
The unit holders of the FCPE will exercise their rights to
vote in the Schneider Electric SA Annual Shareholders'
Meetings indirectly, through the Supervisory Board of the
The subscribers of this offering will have to hold the
subscribed shares or the units of the FCPE at least until
June 30, 2017 (inclusive), except in the occurrence of an
early exit event.
Tentative timetable for the offering
Subscription-revocation period: expected from June 15 until
June 20, 2012 (inclusive).
Capital increase: July 19, 2012.
The above dates are indicative and are subject to change.
They will be finalized by an upcoming decision by the
Management Board (expected on June 14, 2012) or by one of
its members, acting by delegation.
The admission of new Schneider Electric SA shares to
trading on the Euronext Paris market (Code ISIN:
FR0000121972) will be effective, at the latest, on the day
of the capital increase, i.e., July 19, 2012,The new shares
will be assimilated with the existing shares.
The implementation of the leverage plan may generate, on
behalf of the financial establishment counterparty of the
exchange transaction, hedging transactions, prior to the
implementation of the offering, beginning from the
publication date of the present release and throughout the
duration of the plan.
Special note regarding the international offering
This press release does not constitute an offer to sell or
a solicitation to subscribe Schneider Electric SA
shares. The offering of Schneider Electric SA shares
reserved for employees will be conducted only in countries
where such an offering has been registered with the
competent local authorities and/or following the approval
of a prospectus by the competent local authorities or in
consideration of an exemption from 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 notifications
have been completed and the authorizations have been
obtained. This press release is not destined for, and
copies thereof should not be sent to, countries in which
such a prospectus has not been approved or such an
exemption is not available or where all of the required
filing procedures and/or notifications have not been
completed or where the authorizations have not been
The securities described herein have not been and will not
be registered with the U.S. Securities and Exchange
Commission and may only be offered or sold in the United
States in transactions that are exempt from the
registration requirements of the U.S. Securities Act of
The beneficiaries may address all questions regarding this
offering to their contact person whose name is indicated in
the brochure included in the subscription materials that
were provided to them.
The present document constitutes the press release
required by the AMF in accordance with article 14 of
circular n° 2005-11 of December 13, 2005, and the press
release required by the AMF in accordance with article
223-2 of the AMF General Regulations.
About Schneider Electric
As a global specialist in energy management with operations
in more than 100 countries, Schneider Electric offers
integrated solutions across multiple market segments,
including leadership positions in energy and
infrastructure, industrial processes, building automation,
and data centres/networks, as well as a broad presence in
residential applications. Focused on making energy safe,
reliable, and efficient, the company's 130,000 plus
employees achieved sales of 22.4 billion euros in 2011,
through an active commitment to help individuals and
organizations "Make the most of their energy."