APC 2013 Annual Report Download - page 280

7INFORMATION ON THE COMPANY AND ITS CAPITAL
CAPITAL
Authorizations to issue shares
The following authorizations were given to the board of directors at to grant stock options or share purchase options to4)
the Combined Annual and Extraordinary Shareholders’ Meetings of employees and corporate officers of the company and its
April25, 2013: affiliates under the provisions of articlesL.225-177 and
L.225-180 of the French Commercial Code, within a limit of
to increase the company’s capital by capitalizing reserves,
1) 0.5% of the issued capital as of April25, 2013;
earnings or additional paid-in-capital; to issue new shares to members of the Employee Stock
5)
to increase the share capital by a maximum nominal value of2) Purchase Plan (ESPP), within a limit of 2% of the issued
EUR800million (200million shares) by issuing shares or capital on the date of the implementation of the
share equivalents: authorization.
in the case of an issue with preemptive subscription rights,
–to issue new shares under programs to promote stock6)
the ceiling stands at a nominal value of EUR800million ownership among employees in non-French companies of
(200million shares), the Group, within a limit of 1% of the company's share
in the case of an issue without preemptive subscription
–capital as of April25, 2013 to be applied to the ceiling for the
rights, the ceiling stands at a nominal value of authorization given in 5 above.
EUR220million (55million shares) with the possibility of:
On July30, 2013, the board of directors decided, and then ratified
proceeding to issue by private placements of shares subject(i)
that decision on August8, 2013, within the framework of the
to a ceiling of EUR110million (27.5million shares),
acquisition of Invensys plc by Schneider Electric by means of a
to pay for securities contributed to the company in(ii)
scheme of arrangement, to increase the capital in consideration for
connection with a public exchange offer initiated by
the contribution in kind to Schneider Electric of common shares in
theCompany
Invensys 1B. On January17, 2014, this capital increase resulted in
within the limit of 9.9% of capital, making payment for(iii)
the issue of 17,207,427 shares with a nominal value of EUR4 each
contributions in kind of shares or share equivalents of
with the same rights as the existing shares and accordingly entitled
unlisted companies.
to the dividend for the year 2013, which will be paid in 2014.
These authorizations include, in case of oversubscription, the
At its meeting on December17, 2013, the board of directors
power to increase the nominal amount of the issues within
authorized a capital increase reserved for employees, within a limit
the limit set on the ceiling on the number of shares or share
of 0.77% of the capital. This capital increase reserved for
equivalents to be issued;
employees, who are part of the company saving plan (Plan
to grant existing or new shares to employees and corporate3)
d'Epargne d'Entreprise) or not, under a non-leveraged and
officers of the company and its affiliates under the provisions
leveraged stock ownership plan, will take place in June2014; the
of articleL.225-197-1 et seq. of the French Commercial
subscription prices will be set on that date.
Code, within a limit of 1.8% of the company’s issued capital
At the General Meeting to be held on May 6,2014 (see pages 303,
as of April25, 2013;
309 and 310), shareholders will be asked to renew the
authorizations for the issuance of new shares under programs to
promote stock ownership among employees participating in the
company saving plan (Plan D'epargne d'Entreprise) or employees
of non-French companies of the Group in 5 and 6) and above.
278 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC