SCHNEIDER ELECTRIC (EPA:SU) - Schneider Electric launches a capital increase reserved for employees

Transparency directive : regulatory news

22/02/2019 10:00

Financial information

Schneider Electric launches a capital increase reserved for employees

Rueil-Malmaison (France), February 22, 2019 - Schneider Electric SE announces
today the launch of a capital increase reserved for employees under its Group
Employee Savings Plans (plans d'épargne salariale).

This offering, which is in line with the Group's policy to develop employee
shareholding, is proposed to Group employees in thirty-nine countries,
including France. This plan covers around 80% of the employees of the Group.
The subscription period is expected to take place from April 16 to May 6,
2019.

The payment and delivery of shares is expected on July 2, 2019. The terms of
this offering are described below.

Issuer
Schneider Electric SE
35 rue Joseph Monier - 92500 Rueil-Malmaison - France
Euronext Paris - Compartment A
Ordinary share ISIN code: FR0000121972
Security eligible to the Deferred Settlement Service (Service de Règlement
Différé or SRD)

Purpose of the transaction - Reasons for the offering
As per the decision made during the Annual Shareholders' Meeting held on April
24, 2018, the Board of Directors has decided, on December 12, 2018, on the
principle of the offering and delegated to the Deputy Chief Executive Officer
the power to decide to proceed with the issue of (i) shares reserved for
employees participating in the Schneider Electric Group Savings Plan (pursuant
to article L.225-129-2, L.225-129-6, L.225-138-1 and L.228-92 and seq. of the
French Commercial Code and article L.3332-1 and seq. of the French Labour Code)
and (ii) shares reserved for employees and entities created for the benefit of
employees, of Group companies located outside France (pursuant to article
L.225-129-1, L.225-138 and L.228-92 and seq. of the French Commercial Code).

Within this framework, subscription of shares is proposed to employees of the
Group in thirty-nine countries, including France under a "classic" plan, in
which the subscriber is fully exposed to variations in the share price and may,
if applicable, benefit from an employer matching contribution.

This offering aims to reinforce the attachment of employees to the Group by
giving them the opportunity to be more involved in the Group's developments and
future performance.

Shares to be offered
The shareholders of Schneider Electric SE authorized the Board of Directors at
the Annual Shareholders' Meeting held on April 24, 2018 (i) under the 16th
resolution, to increase the share capital, up to 2% of the share capital, by
issuance of new shares or other securities giving access to the company's share
capital reserved for Group employees taking part in the savings plan, and (ii)
under the 17th resolution, to increase the share capital, up to 1% of the share
capital, by issuing new shares reserved for employees and entities created for
the benefit of the employees of companies of the Group located outside
France.

On December 12, 2018, the Board of Directors decided the principle methods
regarding these capital increases and delegated to the Deputy Chief Executive
Officer the power to implement them within the limits of 3 700 000 shares
(approximately 0.64 % of the share capital as of December 31, 2018) and of a
global matching contribution to be paid by the Group under the offering. It
further delegated to him the power to fix the conditions of these capital
increases and in particular the subscription price of the new shares, based on
the average of the opening share prices quoted on Euronext Paris market on the
twenty trading days preceding the day of such decision ("Reference price").
Such decision should take place on April 15, 2019. The shares created will bear
right to dividends as of January 1, 2019.

Beneficiaries will be able to subscribe to shares either directly, or through a
fonds commun de placement d'entreprise ("FCPE"), at a price equal to 85% of the
Reference Price.

Conditions relating to subscription
The beneficiaries of the employee share plan are employees (as well as retirees
and pre-retirees in France, having kept their investment in the Group Savings
Plan) and officers of the companies of the Group where the head office is
located in one of the thirty-nine countries participating in the offering, who
have at least three-month seniority in one of the companies of the Group on the
last day of the subscription period, i.e., May 6, 2019.

The present offering is undertaken without preferential subscription right.

The unit holders of the FCPE will exercise their rights to vote in the
Schneider Electric SE Shareholders' Meetings indirectly, through the
Supervisory Board of the FCPE.

The subscribers of this offering will hold the subscribed shares or the units
of the FCPE at least until June 30, 2024 (inclusive), except in early exit
cases.

Tentative timetable for the offering
Subscription period: expected from April 16 to May 6, 2019 (inclusive).
Capital increase: expected to occur on July 2, 2019.
The above dates are indicative and are subject to change. They will be
finalized by a decision of the Deputy Chief Executive Officer (expected on
April 15, 2019).

Listing
The admission of new Schneider Electric SE shares to trading on the Euronext
Paris market (Code ISIN: FR0000121972) will be requested, at the latest, on the
day of the capital increase, i.e. July 2, 2019. The new shares will be
assimilated with the existing shares.

Special note regarding the international offering

This press release does not constitute an offer to sell or a solicitation to
subscribe to Schneider Electric SE shares. The offering of Schneider Electric
SE shares reserved for employees will be conducted only in countries where such
an offering has been registered with the competent local authorities and/or
following the approval of a prospectus by the competent local authorities or in
consideration of an exemption from the requirement to prepare a prospectus or
register the offering. More generally, the offering will only be conducted in
countries where all required filing procedures and/or notifications have been
completed and the authorizations have been obtained. This press release is not
destined for, and copies thereof should not be sent to, countries in which such
a prospectus has not been approved or such an exemption is not available or
where all of the required filing procedures and/or notifications have not been
completed or where the authorizations have not been obtained.

The securities described herein have not been and will not be registered with
the U.S. Securities and Exchange Commission and may only be offered or sold in
the United States in transactions that are exempt from the registration
requirements of the U.S. Securities Act of 1933.

Employee Contact
The beneficiaries may address all questions regarding this offering to their
contact person as indicated in the brochure included in the subscription
materials that were provided to them.

This press release is made in reliance of the exemption from publishing a
prospectus provided for in Article 4(1)(e) of the EU Prospectus Directive
2003/71/EC, as amended. This press release represents the document required to
qualify for the exemption from the requirement to publish a prospectus as
defined in the EU Prospectus Directive 2003/71/EC, as amended, transposed in
internal law of the member states of the European Union and, with respect to
French law, to articles 212-4(5°) and 212- 5(6°) of the AMF General
Regulations and article 19 of circular n° 2016-04 of January 15, 2018, as well
as the press release required by the AMF in accordance with article 221-3 of
the AMF General Regulations.

About Schneider Electric:

Schneider Electric is leading the Digital Transformation of Energy Management
and Automation in Homes, Buildings, Data Centers, Infrastructure and
Industries. With global presence in over 100 countries, Schneider is the
undisputable leader in Power Management - Medium Voltage, Low Voltage and
Secure Power, and in Automation Systems. We provide integrated efficiency
solutions, combining energy, automation and software. In our global Ecosystem,
we collaborate with the largest Partner, Integrator and Developer Community on
our Open Platform to deliver real-time control and operational efficiency. We
believe that great people and partners make Schneider a great company and that
our commitment to Innovation, Diversity and Sustainability ensures that Life Is
On everywhere, for everyone and at every moment.

www.schneider-electric.com

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https://blog.schneider-electric.com/

Investor Relations
Schneider Electric
Amit Bhalla
Tel: +44 20 7592 8216
www.schneider-electric.com
ISIN: FR0000121972

Press Contact:
Schneider Electric
Véronique Luneau (Roquet-Montégon)
Tel : +33 (0)1 41 29 70 76
Fax : +33 (0)1 41 29 88 14

Press Contact:
DGM
Michel Calzaroni
Olivier Labesse
Phone : +33 (0)1 40 70 11 89
Fax : +33 (0)1 40 70 90 46

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