EUROAPI launches its first global employee share plan “EUROAPI Action 2022”

PARIS--(BUSINESS WIRE)--Regulatory News:

EUROAPI (Paris:EAPI) announces the launch of its first employee share plan entitled “EUROAPI Action 2022”. The subscription period will be open from June 10 to June 24, 2022, in 7 countries and aims to foster employees’ ownership and more closely associate them to the Group’s success and long-term development.

FRAMEWORK OF THE OFFERING

On May 6, 2022, the Company’s Board of Directors has decided the principle of a share capital increase reserved for eligible employees of the companies that have adhered to the EUROAPI Group Savings Plan, under the framework of the 23rd decision of the sole shareholder of EUROAPI of March 30, 2022. On this occasion, the Board of Directors has decided upon the main terms and conditions of the Offering and delegated to the Chief Executive Officer the powers to implement the offering.

On June 3, 2022, the Board of Directors has set the subscription price at 10.76 euros, by applying a 20 % discount to the reference price¹.

The share capital increase will be limited to a maximum of 0.56 % of the share capital of EUROAPI, i.e. 522,600 shares.

The newly created shares will be entitled to any shareholder rights (voting rights and dividends) upon issuance.

CONDITIONS OF THE SUBSCRIPTION

Beneficiaries of the share capital increase reserved for employees

The beneficiaries of the offering are employees of EUROAPI or the companies in which EUROAPI holds directly or indirectly more than 50% of the share capital and which have adhered to the EUROAPI Group Savings Plan.

The beneficiaries must also meet a minimum employment condition of two months on June 3, 2022.

They will still have to be employed in the EUROAPI Group at the end of the subscription period.

Subscription price

The subscription price has been set by the Board of Directors. It is equal to the average of the volume-weighted average price of a EUROAPI share on Euronext Paris during the 20 trading days preceding the date on which the subscription price is set, minus a 20 % discount.

Terms and conditions of the subscription

Under the “EUROAPI Action 2022” Offering, employees will be able to subscribe up to 2,500 shares, within the limit of 25% of the employee’s gross annual compensation estimated for 2022.

For each share subscribed, EUROAPI’s employees will benefit from a company matching contribution in the form of one free share. This company matching contribution will be limited to 25 free shares per subscriber.

Depending on their country of residence, employees will be able to subscribe for EUROAPI shares either through a French collective employee shareholding vehicle (FCPE) or directly.

Voting rights

The voting rights attached to the EUROAPI shares shall be exercised during the general shareholders’ Meetings of EUROAPI, either directly by the employees or by the elected members of the FCPE’s supervisory board representing employees, depending on their country of residence.

Lock-up period

All employees’ investments, including any free matching shares, are subject to a lock-up period of 5 years, until May 31, 2027 (inclusive), during which the Euroapi shares cannot be sold, except in case of early exit events.

In case of over-subscription

If the total number of subscriptions exceeds the limit of 522,600 EUROAPI shares, the highest requests (including the company matching contribution) will be capped so that the total number of shares subscribed is equal to the total number of shares offered.

INDICATIVE TIMELINE OF THE OFFERING

The share capital increase is expected to occur on July 21, 2022.

LISTING

The admission of the newly issued EUROAPI shares to trading on Euronext Paris (ISIN code: FR0014008VX5) will be requested upon completion of the share capital increase.

About EUROAPI

EUROAPI is focused on reinventing active ingredient solutions to sustainably meet customers’ and patients’ needs around the world. We are a leading player in active pharmaceutical ingredients with approximately 200 products in our portfolio, offering a large span of technologies, while developing innovative molecules through our Contract Development and Manufacturing Organization (CDMO) activities.

Taking action for health by enabling access to essential therapies inspires our 3,350 people every day. With strong research and development capabilities and six manufacturing sites all located in Europe, EUROAPI ensures API manufacturing of the highest quality to supply customers in more than 80 countries. EUROAPI is listed on Euronext. Find out more at www.euroapi.com.

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1} The Reference price is equal to the average of the volume-weighted average price of a EUROAPI share on Euronext Paris over the 20 trading days preceding the date on which the subscription price is set.