Focus Home Interactive: Capital Increase Reserved for Employees
Regulatory News:
FOCUS HOME INTERACTIVE (Paris:ALFOC) (FR0012419307 ALFOC) In accordance with its policy in favour of employee shareholding, FOCUS HOME INTERACTIVE (the "company") is implementing a capital increase reserved for employees.
In this way, FOCUS HOME INTERACTIVE wishes to continue to closely associate the company's employees with its development and financial performance.
The general meeting hold on 23rd September 2021, in its seventeenth resolution, entrusted the management board with the authority to decide, within a maximum period of twenty-six months, on one or more capital increases through the issue of ordinary shares with cancellation of preferential subscription rights, up to a maximum nominal amount of €64,608, reserved for members of a company savings plan, in accordance with the provisions of Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 to L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labour Code.
Subject to the management board’s final decision, the maximum discount offered on the share price will be set at 30% and FOCUS HOME INTERACTIVE will match 10% of the employee investment up to a limit of €1,000 per employee, taking into consideration the exceptional mobilisation of the company's employees.
The discount will be applied to the average opening price of the FOCUS HOME INTERACTIVE share between 21st October and 17th November 2021. The subscription offer will be open to employees from 19th November to 3rd December 2021 inclusive.
The maximum individual investment in this offer will be €10,000. The new shares will be created on 12th January 2022.
The characteristics of the offer are detailed below:
1- REASONS FOR THE OFFER
The purpose of the offer reserved for employees described in this information document (the "offer") is to allow the employees of FOCUS HOME INTERACTIVE to be associated with the development of the company.
2- ISSUER OF SHARES
FOCUS HOME INTERACTIVE SA (hereinafter "Focus Home Interactive" or the "company"), a public limited company with a capital of €7,722,102, having its registered office at Parc de Flandre "Le Beauvaisis" - Building 28 - 11, Rue de Cambrai - 75019 Paris, France, and listed in the Paris Trade and Companies Registry under number B 399 856 277.
Information about the company is available on its website (www.focus-home.com), and more specifically in the universal registration document available on the website.
3- FRAMEWORK OF THE OPERATION - SECURITIES OFFERED
The subscription of shares is offered within the framework of a savings plan set up within the company established in accordance with French law.
The offer is made on the basis of the authorisation of the company's shareholders given by the seventeenth resolution of the extraordinary general meeting of shareholders held on 23rd September 2021 and the decision of the management board on 18th November 2021, on the principle of issuing shares at a discount to the beneficiaries defined below and the main characteristics of the offer. The management board has delegated the necessary powers to implement the offer to the chairman of the company’s management board.
The shares that the employees of FOCUS HOME INTERACTIVE will be able to subscribe for in the context of the offer (the "shares") are ordinary shares, with a nominal value of €1.20 and of the same class as the existing ordinary shares. The new shares will carry current dividend rights.
The rights attached to these new shares will be identical to those attached to the existing shares of the company and are detailed in the articles of association of FOCUS HOME INTERACTIVE.
They will be unavailable for the period of unavailability described in paragraph 6 below.
4- ADMISSION TO TRADING ON A REGULATED MARKET
The admission of the new shares to trading on the Euronext Paris market will be requested as soon as they are issued, expected on 12th January 2022.
Upon such admission to trading on Euronext Paris, the new shares will be fully assimilated to the company’s shares already admitted to trading on such market and traded on the same quotation line under ISIN code FR0012419307.
5- MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED
In accordance with the decision of the company’s management board, the offer is for a maximum of 53,840 shares with a nominal value of €64,608.
6- SUBSCRIPTION CONDITIONS
- Beneficiaries of the offer :
The beneficiaries of the offer are the company’s employees with a seniority of more than 3 months, members of the company savings plan and present on the last day of the subscription period.
- Terms of subscription:
The shares shall be subscribed for by payment in cash or by offsetting against certain, liquid and due claims on the company, the amount of the subscription being paid by 7th January 2022 at the latest.
- Subscription price:
Calculated based on the average opening price of the FOCUS HOME INTERACTIVE share on Euronext, over the twenty trading days preceding the date of the chairman of the management board deciding the opening date of the subscription period, with a maximum discount of 30% and rounded up to the nearest tenth of a euro. The subscription price shall be definitively fixed before the opening of the subscription period at a sum of 28.60 euros, as decided by the chairman of the management board.
The subscription price thus determined will be communicated to the employees via the company's website.
- Subscription limits:
The total subscription in the offer is limited to €10,000 per employee.
In addition, the total annual amount of an employee's investment in the savings plans is limited to 25% of his/her gross annual remuneration (including bonuses). The minimum payment corresponds to the subscription price of one share.
- Top-ups:
FOCUS HOME INTERACTIVE will contribute up to 10% of the employee's investment, with a limit of €1,000 per employee.
- Unavailability of shares subscribed for in the offer :
Subscribers will be required to hold the shares subscribed for in the offer for a period of 5 years, i.e. until 3rd December 2026 (inclusive), unless an Authorised Unlocking Event occurs.
- Exercise of voting rights attached to shares:
In the case of directly subscribed shares, voting rights will be exercised individually by the employees concerned.
7- TERMS AND CONDITIONS FOR REDUCING SUBSCRIPTIONS
The number of individual subscriptions may be reduced if the sum of subscription commitments exceeds the maximum amount of the planned capital increase mentioned in paragraph 5 above. The reduction of subscription commitments will be carried out according to the following rules:
| a) | Individual subscription commitments will be progressively reduced, starting with the largest, to a post-reduction subscription limit (the "post-reduction limit"), so that the sum of individual subscription commitments is less than or equal to the maximum amount offered.
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| b) | As a result, all subscription commitments below or equal to the reduction cap will be satisfied in full and those above the reduction cap will be satisfied up to the reduction cap.
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| c) | Any reduction in subscription commitments will be deducted first from the part of the subscription financed by new payments into the savings plan and then from the sums resulting from a transfer of employee savings.
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8- TIMETABLE OF THE OFFER
Decision regarding the subscription price of the shares: 18th November 2021
Subscription period for the shares: scheduled from 19th November to 3rd December 2021 at 12:00pm
Settlement-delivery of the shares: scheduled for 12th January 2022.
This timetable is provided for information purposes only and may be subject to change due to events affecting the successful completion of the transaction.
9- LEGAL NOTICES
Further information on FOCUS HOME INTERACTIVE, the offer and the shares offered is available on the company's website (www.focus-home.com).
The company may waive, suspend or postpone the completion of the offer in the event that market conditions do not permit the completion of the offer under optimal conditions.
This information document is for information purposes only and should not be considered as a form of solicitation or canvassing for the participation of employees in the offer. Furthermore, no advice or investment recommendation is given by FOCUS HOME INTERACTIVE concerning this offer. The investment decision is a personal one, which must be taken by the employee, considering the diversification of his/her portfolio.
10- CONTACT FOR BENEFICIARIES OF THE OFFER
For any questions relating to the offer, beneficiaries may contact their human resources manager and/or any other person as specified in the offer documentation provided to beneficiaries.
About Focus Home Interactive
FOCUS HOME INTERACTIVE is one of Europe’s leading video game publishers and developers. Its vocation is to support leading international studios in the development, production monitoring, marketing, sales and financing of their projects. As a publisher of strong brands such as The Surge, Vampyr, and A Plague Tale: Innocence, the Group generated revenues of €171 million in 2020/21, up 20% compared to the previous comparable period. FOCUS HOME INTERACTIVE generates 95% of its sales internationally. For additional information, visit www.focus-entmt.com
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Investor Relations – FTI Consulting
Cosme Julien-Madoni / Arnaud de Cheffontaines
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Mail : fhi@fticonsulting.com
Press Relations – FTI Consulting
Emily Oliver:
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