Bernin (Grenoble), France, May 11, 2020 – In accordance with the authorizations given by Soitec’s shareholders, at the July 26, 2019 Combined Shareholders Meeting (the "Shareholders Meeting"), the Board of Directors of Soitec S.A. ("Soitec") decided, in its March 25, 2020 meeting, to approve the implementation of a plan for the free grant of ordinary shares and to allocate a total of 14,863 ordinary shares to the employees and eligible corporate officers of Soitec and the French and foreign companies related to it as defined in Article L. 225-197-2 of the French Commercial Code (the "Ordinary Shares Free Grant").
The main terms and conditions of this free grant plan are described hereinafter.
1. FRAMEWORK OF THE TRANSACTION
SOITEC SA, a French société anonyme
Listing : Euronext Paris (France)
Common share ISIN: FR0013227113
1.2 Authorization of the Ordinary Shares Free Grant
The Shareholders' Meeting authorized, in its resolution n°32, for a period of 38 months, the Board of Directors to proceed with the free allocation of ordinary shares to the beneficiaries or categories of beneficiaries that it shall determine among (i) the employees of Soitec or of companies related to it as defined in Article L. 225-197-2 of the French Commercial Code and (ii) the corporate officers of Soitec or of companies linked and who meet the requirements as provided for in Article L. 225-197-1, II of that Code.
The total number of ordinary shares that can be freely issued in accordance with this authorization may not exceed 5% of the share capital as of the date of Board of Directors' decision to grant the shares.
1.3 Granting decision under the Ordinary Shares Free Grant
The Board of Directors has decided to grant for free 14,863 ordinary shares to certain employees of Soitec and of companies related to it as defined in Article L. 225-197-2 of the French Commercial Code.
1.4 Purpose of the Ordinary Shares Free Grant
This grant follows the framework of the previous grants, with a main purpose of implementing a long term incentive plan related to Soitec SA's performance.
1.5 Conditions of the Ordinary Shares Free Grant
The ordinary shares will become vested on August 1st, 2022, subject to the achievement of certain performance conditions and compliance with a presence condition (subject to certain exceptions) provided for in the plan.
Except in special cases or exceptions provided for in the plan, each beneficiary must be linked to one of the companies of the Soitec Group by a corporate mandate or an employment contract for the entire duration of the vesting period.
The Ordinary Shares Free Grant is subject to a performance condition. The number of ordinary shares definitively acquired will be determined on the basis of the level of achievement of three objectives relating to (i) the group's consolidated Ebitda as shown in the group's consolidated financial statements for the financial year ending March 31st, 2022, (ii) the group's consolidated sales as reported in the group's consolidated financial statements for the year ending March 31st, 2022 and (iii) the respective performance of the Total Shareholder Return (TSR) of the Company's ordinary share and of the Euro Stoxx 600 Technology index between July 26, 2019 and the date of publication of the group's consolidated financial statements for the year ending March 31st, 2022.
Definitively acquired ordinary shares will not be subject to a lock-up obligation.
1.6 Nature of ordinary shares and rights attached to ordinary shares
The ordinary shares will be subject to all legal and statutory provisions and will carry dividend rights as from the day on which they are effectively acquired by the beneficiary.
1.7 Listing of the shares
Any new ordinary shares that may be issued (it being specified that the Board of Directors may decide to deliver existing shares) in connection with the Ordinary Shares Free Grant will be the subject of a request for admission to trading on the same quotation line as the existing ordinary shares (ISIN code: FR0013227113) and will be fully assimilated to it as soon as they are admitted to trading.
2. SPECIFIC NOTIFICATION
The requirements of Article L. 225-197-6 of the French Commercial Code were complied with.
This press release does not constitute an offer to sell or a solicitation to subscribe to Soitec’s shares.
This press release constitutes the information document required by Article 212-4 of the French Financial Markets Authority's General Regulation.
Soitec (Euronext, Tech 40 Paris) is a world leader in designing and manufacturing innovative semiconductor materials. The company uses its unique technologies and semiconductor expertise to serve the electronics markets. With more than 3,500 patents worldwide, Soitec’s strategy is based on disruptive innovation to answer its customers’ needs for high performance, energy efficiency and cost competitiveness. Soitec has manufacturing facilities, R&D centers and offices in Europe, the U.S. and Asia.
Soitec and Smart Cut are registered trademarks of Soitec.
For more information, please visit www.soitec.com and follow us on Twitter: @Soitec_EN