GTT announces the launch of its employee shareholding plan

2024-04-24

Paris – April 24, 2024. GTT announces its intention to launch its international employee shareholding plan. The operation, which will offer the opportunity to nearly 720 employees to become shareholders of the GTT group (hereinafter the “Group”), is being deployed in Germany, China, the United States, France, Iceland, Singapore and the United Kingdom.

The plan is offered within the framework of the French Group Savings Plan (“PEG”) and the International Group Savings Plan (“PEGI”) set up within the Group.

Shares will be subscribed through an employee shareholding fund (an "FCPE") or, in some countries, directly by employees.

The subscription price was set at 111.20 euros. This takes into account a 20% discount applied to the average closing price of the GTT shares on Euronext Paris over the 20 trading days preceding its fixing date.

Shares will be subject to a five-year lock-up period, except in exceptional cases of early exit authorized in the employee’s subscription country. 


ISSUER

GTT S.A. (hereinafter the « Company »)

Registered office : 1 route de Versailles – 78470 Saint-Rémy-lès-Chevreuse

Registered capital: 370,783.57 euros

RCS : 662 001 403

Euronext Paris (France)

ISIN code: FR0011726835


FRAMEWORK OF THE OPERATION – PROPOSED SECURITIES

The shares will be subscribed as part of a capital increase reserved for members of Group company savings plans. This operation makes use of the 23rd resolution of the Combined General Meeting of 7 June 2023. On 27 November 2023, the Board of Directors decided on the principle of issuing ordinary shares for the benefit of employees who are members of the French Group Savings Plan or the International Group Savings Plan and decided on the main characteristics of the plan, in particular, setting the subscription ceiling at 55,618 shares (i.e. a maximum dilution rate of 0.15%).


SUBSCRIPTION CONDITIONS

- Beneficiaries of the share offering reserved for employees: the beneficiaries of the offering are (i) the employees, and the corporate officers under the conditions provided for in Article L. 3332-2 of the French Labour Code, of the companies within the scope of the offering who have joined the French Group Savings Plan or the International Group Savings Plan set up within the Group, as the case may be, regardless of the nature of their employment contract (fixed-term or open-ended, full-time or part-time) and having three months of seniority at the end of the subscription period and (ii) early retirees and retirees of French companies in the Group who have retained assets in the France group savings plan since leaving the Group.

- Companies within the scope of the offering:

  • The Company, and
  • The companies of the GTT Group, whose head office is located in France or outside France, in particular in China, Germany, Iceland, Singapore, UK and USA.

- Terms of subscription: the shares will be subscribed through direct shareholding in Germany, Iceland and USA and through an employee shareholding fund for the other countries, according to the regulations and/or tax regime applicable in the respective countries of residence of the beneficiaries of the capital increase.

- Subscription formula: employees can subscribe for GTT shares under a single “classic” subscription formula.

- Subscription ceiling: the annual payments of the beneficiaries of the offering into the French Group Savings Plan or the International Group Savings Plan may not, in application of article L. 3332-10 of the French Labour Code, exceed one quarter of their gross annual remuneration, subject to other constraints resulting from local regulations.

- Unavailability of GTT shares or corresponding employee shareholding fund units: subscribers to the offering must keep the shares or the corresponding employee shareholding fund units for a period of approximately five years, until 18 June 2029, except in the case of early exit.

- Exercise of voting rights attached to shares: when the shares are held through an employee shareholding fund, the voting rights attached to these shares will be exercised by the supervisory board of the employee shareholding fund concerned; when the shares are held directly by employees, the voting rights will be exercised individually by the employees concerned.


INDICATIVE TIMETABLE OF THE OPERATION

  • Fixing of the subscription price: on 24 April 2024
  • Subscription period: from 25 April to 14 May 2024
  • Settlement-delivery of the offering: scheduled on 18 June 2024


QUOTATION

The GTT shares subscribed under the international employee shareholding plan are listed on Euronext Paris (ISIN code: FR0011726835).


SPECIAL MENTION FOR INTERNATIONAL

This press release does not constitute an offering to sell or a request to subscribe to GTT shares. The GTT share offering reserved for employees will only be implemented in countries where such an offering has been registered or notified to 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 obligation to draw up a prospectus or to register or notify the offering. More generally, the offering will only be made in countries where all the required registration procedures and/or notifications have been carried out and the necessary authorizations have been obtained.


CONTACT FOR BENEFICARIES OF THE OFFERING

For any questions relating to this offering, beneficiaries may contact their manager, as specified in the documents given to the beneficiaries.


Media contact: press@gtt.fr / +33 (0)1 30 23 56 37
Investor Relations contact: information-financiere@gtt.fr / + 33 (0)1 30 23 20 87


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