APC 2012 Annual Report Download - page 280

278 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8MANAGEMENT BOARD REPORT TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
warrants and other share equivalents, with or without pre-emptive
subscription rights.
The Management Board did not use these authorizations, which
will expire this year.
The Management Board also proposes, in accordance with the
French Commercial Code (article L. 225-129-2), to renew these
authorizations to undertake capital increases with or without pre-
emptive subscription rights for a period of 26months and confer
these authorizations to the Board of Directors. The total amount
of the issues authorized is 200 million shares, i.e., 36% of share
capital.
In the tenth resolution, you are asked to authorize the Board
of Directors to issue, in France or abroad, common shares or
securities giving access to capital, such as convertible bonds
redeemable in shares, bonds with redeemable share subscription
warrants, in all cases with pre-emptive subscription rights. In the
eleventh resolution, you are also asked to authorize the Board of
Directors to increase the capital by capitalizing reserves, earnings
or additional paid-in capital.
The issued share capital may be increased during the period by
a maximum aggregate amount of EUR800 million or 200 million
shares (36% of the capital). This ceiling does not include the par
value of any shares to be issued to prevent dilution of the rights
of holders of share equivalents. The maximum nominal amount of
capital increases resulting from the incorporation of reserves, profi ts
or premiums will be deducted from the overall ceiling of a capital
increase of EUR800million.
In the twelfth resolution, you are asked to authorize the
Management Board to issue, in France and abroad, the shares and
share equivalents mentioned in the tenth resolution without pre-
emptive subscription rights for existing shareholders. In addition,
under the eleventh and twelfth resolutions, the Board of Directors
may issue shares that confer rights to securities that may provide
access to capital that will be issued, in agreement with the Board of
Directors, by Schneider Electric SA’s direct or indirect subsidiaries.
The issued share capital may be increased during the period by
a maximum aggregate amount of EUR220 million or 55 million
shares (9.9% of the capital). This amount counts towards the
EUR800 million ceiling provided for under the tenth resolution. It
will not include the par value of any shares to be issued to prevent
dilution of the rights of holders of share equivalents.
The authorization to issue shares and share equivalents without
pre-emptive subscription rights is designed to allow the Board of
Directors to carry out issues quickly, in order to take immediate
advantage of opportunities before they disappear, and to expand
the shareholder base by placing the issues on foreign or international
markets.
To protect shareholders’ rights in this type of transaction:
•the Management Board would grant shareholders a non-
transferable priority subscription right for a minimum of three
days;
•in accordance with the French Commercial Code, the share
issues would be carried out at a price at least equal to the
weighted average price for the Company’s shares over the three
trading days preceding the date on which the share or share
equivalent issues were decided by the Management Board. They
may be issued with a maximum discount of 5%.
The Board of Directors may also use this authorization to issue
payment for securities tendered to a public exchange offer initiated
by the Company, within the limits and conditions laid down by
article L.225-148 of the French Commercial Code.
The thirteenth resolution authorizes the Board of Directors to
increase the number of shares to be issued in application of the
tenth or twelfth resolutions if the issues are oversubscribed. The
supplementary capital increase that may be made within 30 days
after the initial subscription period closes may not exceed 15% of
the original increase and must be carried out at the same price. It
also remains subject to the applicable ceilings mentioned above.
The fourteenth resolution authorizes the Board of Directors to
issue shares or give access to capital, within the limit of 9.9% of
the share capital, i.e., 220 million shares as fi xed by the twelfth
resolution, to remunerate contributions in kind consisting of shares
or securities giving access to the capital of other companies where
the provisions of article L.225-148 of the French Commercial Code
are not applicable.
The fifteenth resolution allows the Board of Directors to issue,
in France and abroad, shares and share equivalents by private
placement. The issued share capital may be increased during the
period by a maximum aggregate amount of EUR110 million or
27.5million shares with a nominal value of EUR4 (4.95% of the
capital). We remind you that the French Monetary and Financial
Code has made it possible for companies to carry out capital
increases through private placements with the goal of optimizing
access to capital markets and obtaining the best possible market
conditions. The private placements are issues without pre-emptive
subscription rights that would exclusively concern (i) individuals or
entities providing portfolio management services and (ii) qualifi ed
investors or a restricted group of investors, provided that these
investors are acting on their own behalf. Under the terms of the
fi fteenth resolution, provision has been made that in the case of
issue through private placement, the issue price pursuant to this
authorization will, at the choice of the Board of Directors be at least
equal to:
(i) the weighted average price quoted for the shares on the NYSE
Euronext Paris stock exchange over a maximum period of six
months preceding the issue pricing date; or
(ii) the average price weighted by volumes on the regulated market
of the NYSE Euronext in Paris on the day before the issue price
is set;
or possibly less, and in both cases, with a maximum discount
of 5%.
Any issues carried out pursuant to this authorization will be included
in the EUR220million ceiling set in the twelfth resolution.
The tenth, twelfth and fi fteenth resolutions also authorize the Board
of Directors to issue securities providing for the attribution of debt
securities. The securities may be issued subject to pre-emptive
subscription rights (tenth resolution) or without such rights and
either by a public offering (twelfth resolution) or by private placement
(fi fteenth resolution). The maximum par value of immediate or future
Company debt securities that may be issued is set at a nominal
issue amount of EUR3billion.