Seventh Employee Share Ownership Plan:
Transaction to neutralize the dilutive impact
Paris, October 8, 2020 – Within the framework of its seventh Employee Share Ownership Plan (ESOP), Capgemini announces the launch of a financial operation to neutralize the shareholder dilution implied by this plan.
Capgemini will allocate in advance the proceeds of this ESOP plan, which takes the form of a capital increase reserved for employees, to the repurchase of existing shares. This will neutralize most of the shareholder dilution resulting from the capital increase. This share buyback operation will take place before December 17, 2020, the date on which the capital increase will become effective. At that date, the employee shareholding will be increased by a maximum of 3,000,000 shares (representing 1.77% of the existing share capital) without any material impact on the Group’s cash position or significant dilution of existing shareholders.
On October 7, 2020, Capgemini SE entered into a share buyback agreement with an investment services provider, which is also the institution structuring the employee shareholding plan. Capgemini thus undertakes to repurchase its own shares up to a maximum of 3,000,000 shares and 322.5 million euros for cancellation. The main terms of the share buyback agreement are detailed in the appendix to this press release.
As a reminder, this share buyback operation follows the announcement on September 16, 2020 of the launch of the ESOP plan and the decision of the Board of Directors of Capgemini SE to authorize a dedicated share buyback envelope. The terms of these two operations are in accordance with the authorizations granted by the Shareholders’ Meeting of May 20, 2020.
Capgemini is a global leader in consulting, digital transformation, technology and engineering services. The Group is at the forefront of innovation to address the entire breadth of clients’ opportunities in the evolving world of cloud, digital and platforms. Building on its strong more than 50-year heritage and deep industry-specific expertise, Capgemini enables organizations to realize their business ambitions through an array of services from strategy to operations. Capgemini is driven by the conviction that the business value of technology comes from and through people. Today, it is a multicultural company of 270,000 team members in almost 50 countries. With Altran, the Group reported 2019 combined revenues of €17 billion.
Visit us at www.capgemini.com. People matter, results count.
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Main terms and conditions of the share buyback agreement
Capgemini SE undertakes to buy back its own shares up to a maximum of 3,000,000 shares and 322,500,000 euros with a view to cancelling them.
The price per share to be paid will be calculated on the basis of the arithmetic average of the volume-weighted average daily share prices over a period of 20 trading days beginning on October 8, 2020, and corresponding to the period for setting the reference price of the shares to be issued under the new ESOP plan.
Buyback transactions by the investment services provider under this agreement will cease no later than November 4, 2020.