PARIS--(BUSINESS WIRE)--Regulatory News:
Ipsen (Euronext: IPN; ADR: IPSEY) announces the launch of an employee
shareholding plan. This plan aims to align employees with the Group’s
development and performance.
The main terms and conditions of this
plan are described hereafter.
ISSUER
IPSEN SA, a société anonyme (public limited
company) governed by French law
Listing: Euronext Paris (France)
Common
share ISIN: FR0010259150
PURPOSE OF THE TRANSACTION
Through this transaction, which
will be launched in 13 countries, Ipsen wishes to more closely align its
employees in France and abroad with the Group’s development.
CONTEXT OF THE TRANSACTION – SECURITIES OFFERED
The Ipsen
shareholders, convened at the Combined Shareholders’ Meeting dated May
27, 2015, delegated their authority to the Board of Directors for the
purpose of deciding on a Company share capital increase via the issuance
of new shares reserved for employees of the Company and its French and
foreign subsidiaries who are members of a plan d’épargne d’entreprise (French
company savings plan) of the Group.
In accordance with this delegation, on March 30, 2016, the Board of Directors decided on the principle of a Company share capital increase, reserved for employees, and eligible former employees and corporate officers, of the Company and its French and foreign subsidiaries, within the framework of Articles L. 3332-1 et seq. of the French Labor Code, who are members of a plan d’épargne d’entreprise of the Group, limited to a number of shares representing not more than 1% of the share capital of the Company. The number of shares issued under the plan will be limited to the number of shares actually subscribed by the beneficiaries.
The Chairman and Chief Executive Officer, acting pursuant to the delegation of authority granted to him by the Board of Directors, has set the share subscription price at 43.15 euros, pursuant to a decision dated May 30, 2016. The subscription price is equal to the average of the Ipsen share opening prices on the Euronext Paris regulated stock exchange during the twenty (20) trading days preceding the date of the Chairman and Chief Executive Officer’s decision, minus a 20 % discount.
The issued shares will bear immediate benefit entitlement and will carry the same rights as existing shares as from their issuance date.
SUBSCRIPTION TERMS AND CONDITIONS
Beneficiaries of the share offering
This offering is
carried out pursuant to the terms of Articles L. 3332-18 et seq.
of the French Labor Code, in the context of Ipsen’s Plan d’Epargne de
Groupe (Group Savings Plan, hereinafter referred to as the “PEG”)
and Plan d’Epargne de Groupe International (International Group
Savings Plan, hereinafter referred to as the “PEGI”).
It is
intended for employees of the Group, who have at least three months
seniority within the Group and who are located in the following
countries: Australia, Belgium, Brazil, China, France, Germany, Ireland,
Italy, the Netherlands, Portugal, Spain, the United Kingdom, the Unites
States.
Former employees who are either retired or on early
retirement and have kept assets in the PEG since they left the Group are
eligible to participate in the transaction. They will not, however,
benefit from the employer matching contribution.
Subscription Formula
Beneficiaries will have the
option of subscribing Ipsen shares via a single subscription formula
that carries a capital loss risk insofar as subscribers’ investment will
replicate the upward or downward fluctuation of the Ipsen share price.
Employees
will benefit from an employer matching contribution under the conditions
described in the documentation prepared for them.
Custody of the Shares
The subscription is carried out
via a fonds commun de placement d’entreprise (French collective
employee shareholding fund, hereinafter referred to as the “FCPE”) or
via direct shareholding.
The FCPE’s Supervisory Board exercises the
voting rights attached to the securities held in the FCPE.
Subscribers
exercise the voting rights attached to the securities held via direct
shareholding.
Lock-up Period
In accordance with the terms of
Article L. 3332-25 of the French Labor Code, the directly subscribed
shares as well as the FCPE units will be locked up for a five-year
period, except in the event of occurrence of one of the early exit
events described in Articles L. 3332-25 and R. 3334-22 of the French
Labor Code, as applicable in the various countries in which the offering
is proposed.
TENTATIVE SCHEDULE FOR THE TRANSACTION
Setting of the
subscription price: May 30, 2016
Subscription period: from June 7
to June 21, 2016
Settlement-delivery of the offering: expected on
July 21, 2016
LISTING OF THE SHARES
The Ipsen shares are admitted to
trading on the Euronext Paris stock exchange. The request for admitting
the newly issued Ipsen shares to trading on the Euronext Paris stock
exchange will be made as soon as possible following the share capital
increase. Such shares will be admitted to the same listing as existing
shares (ISIN code: FR0010259150) and will carry all of the same rights
as existing shares as from the date of their admission to trading.
SPECIFIC NOTIFICATION CONCERNING THE INTERNATIONAL OFFERING
This
press release does not constitute an offer to sell or a solicitation to
subscribe Ipsen shares. The offering of Ipsen shares is strictly
reserved for the above-referenced beneficiaries and will be carried out
only in those countries in which such an offering has been registered
with, or disclosed to, the relevant local authorities and/or in which a
prospectus has been approved by the relevant local authorities, or in
which an exemption from the requirement to prepare a prospectus or to
register or disclose the offering has been granted.
About Ipsen
Ipsen is a global specialty-driven
pharmaceutical group with total sales exceeding €1.4 billion in 2015.
Ipsen sells more than 20 drugs in more than 115 countries, with a direct
commercial presence in more than 30 countries. Ipsen’s ambition is to
become a leader in specialty healthcare solutions for targeted
debilitating diseases. Its fields of expertise cover oncology,
neurosciences and endocrinology (adult & pediatric). Ipsen’s commitment
to oncology is exemplified through its growing portfolio of key
therapies improving the care of patients suffering from prostate cancer,
bladder cancer and neuro-endocrine tumors. Ipsen also has a significant
presence in primary care. Moreover, the Group has an active policy of
partnerships. Ipsen's R&D is focused on its innovative and
differentiated technological platforms, peptides and toxins, located in
the heart of the leading biotechnological and life sciences hubs (Les
Ulis/Paris-Saclay, France; Slough/Oxford, UK; Cambridge, US). In 2015,
R&D expenditure totaled close to €193 million. The Group has more than
4,600 employees worldwide. Ipsen’s shares are traded on segment A of
Euronext Paris (stock code: IPN, ISIN code: FR0010259150) and eligible
to the “Service de Règlement Différé” (“SRD”). The Group is part of the
SBF 120 index. Ipsen has implemented a Sponsored Level I American
Depositary Receipt (ADR) program, which trade on the over-the-counter
market in the United States under the symbol IPSEY. For more information
on Ipsen, visit www.ipsen.com.
Forward Looking Statement
The forward-looking statements,
objectives and targets contained herein are based on the Group’s
management strategy, current views and assumptions. Such statements
involve known and unknown risks and uncertainties that may cause actual
results, performance or events to differ materially from those
anticipated herein. All of the above risks could affect the Group’s
future ability to achieve its financial targets, which were set assuming
reasonable macroeconomic conditions based on the information available
today. Use of the words "believes," "anticipates" and "expects" and
similar expressions are intended to identify forward-looking statements,
including the Group’s expectations regarding future events, including
regulatory filings and determinations. Moreover, the targets described
in this document were prepared without taking into account external
growth assumptions and potential future acquisitions, which may alter
these parameters. These objectives are based on data and assumptions
regarded as reasonable by the Group. These targets depend on conditions
or facts likely to happen in the future, and not exclusively on
historical data. Actual results may depart significantly from these
targets given the occurrence of certain risks and uncertainties, notably
the fact that a promising product in early development phase or clinical
trial may end up never being launched on the market or reaching its
commercial targets, notably for regulatory or competition reasons. The
Group must face or might face competition from generic products that
might translate into a loss of market share. Furthermore, the Research
and Development process involves several stages each of which involves
the substantial risk that the Group may fail to achieve its objectives
and be forced to abandon its efforts with regards to a product in which
it has invested significant sums. Therefore, the Group cannot be certain
that favourable results obtained during pre-clinical trials will be
confirmed subsequently during clinical trials, or that the results of
clinical trials will be sufficient to demonstrate the safe and effective
nature of the product concerned. There can be no guarantees a product
will receive the necessary regulatory approvals or that the product will
prove to be commercially successful. If underlying assumptions prove
inaccurate or risks or uncertainties materialize, actual results may
differ materially from those set forth in the forward-looking
statements. Other risks and uncertainties include but are not limited
to, general industry conditions and competition; general economic
factors, including interest rate and currency exchange rate
fluctuations; the impact of pharmaceutical industry regulation and
health care legislation; global trends toward health care cost
containment; technological advances, new products and patents attained
by competitors; challenges inherent in new product development,
including obtaining regulatory approval; the Group's ability to
accurately predict future market conditions; manufacturing difficulties
or delays; financial instability of international economies and
sovereign risk; dependence on the effectiveness of the Group’s patents
and other protections for innovative products; and the exposure to
litigation, including patent litigation, and/or regulatory actions. The
Group also depends on third parties to develop and market some of its
products which could potentially generate substantial royalties; these
partners could behave in such ways which could cause damage to the
Group’s activities and financial results. The Group cannot be certain
that its partners will fulfil their obligations. It might be unable to
obtain any benefit from those agreements. A default by any of the
Group’s partners could generate lower revenues than expected. Such
situations could have a negative impact on the Group’s business,
financial position or performance. The Group expressly disclaims any
obligation or undertaking to update or revise any forward looking
statements, targets or estimates contained in this press release to
reflect any change in events, conditions, assumptions or circumstances
on which any such statements are based, unless so required by applicable
law. The Group’s business is subject to the risk factors outlined in its
registration documents filed with the French Autorité des Marchés
Financiers. The risks and uncertainties set out are not exhaustive and
the reader is advised to refer to the Group’s 2015 Registration Document
available on its website (www.ipsen.com).
