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          公司新闻

          26/04/2004

          Main characteristics of the cash-based capital increase reserved for members of Schneider Electric Group savings schemes

          Schneider Electric

          French joint stock company (société anonyme) with capital of 1,854,737,360 euros
          Head office: 43/45 boulevard Franklin Roosevelt – 92500 Rueil-Malmaison, France
          542 048 574 RCS Nanterre

          Approval dated [April 23 2004] 2004 NO. [04-314]

          This new capital increase is subject to a supplement to the prospectus being submitted for approval to the French stock market regulator (Autorité des Marchés financiers, AMF) stating the firm conditions of the offer.

          Issuer

          Schneider Electric SA, joint stock company incorporated under French law
          (hereafter the “Company”):

          > FTSE sector:
          - Economic group: 20, General industries
          - Sector: 25, Electronic and electrical equipment
          - Sub-sector: 252, Electrical equipment

          Securities offered

          At the meeting on February 19, 2004, the Board of Directors fixed the maximum number of shares to be offered at 2.3 million, to be subscribed in cash at a par value of 8 euros (equivalent to a maximum capital increase of 18.4 million euros). The Board of Directors will fix the number of shares actually offered on May 6, 2004, when 1.5 million shares are scheduled to be offered as part of the new equity issue (equivalent to a maximum of 12 million euros).

          New shares will be entitled to dividends as of January 1, 2004.

          Terms and conditions for subscription

          > Method for determining the subscription price
          The subscription price will be equal to 85% of the average opening price of the Schneider Electric S.A. share on the Euronext Paris SA First Market during the twenty (20) trading days prior to the date of the Board of Directors meeting to be held on May 6, 2004.

          The subscription price will be set by the Board of Directors, which is scheduled to meet on May 6, 2004.

          The effective date of the decision, the share subscription price and the definitive number of shares to be offered will be specified in a press release issued by the Company (to news agencies, on its Internet site and on the AMF Internet site)

          > Direct and/or indirect subscription
          On account of the 15% discount, two provisional collective employee shareholding plans (“FCPE”) need to be set up for subscription in France and abroad. Once the new equity issue has been carried out, the provisional FCPE through which employees in France have subscribed to the issue, will be merged with the existing Schneider shareholding FCPE (Schneider Actionnariat) and the provisional FCPE through which employees outside of France have subscribed will be merged with the existing Schneider worldwide shareholding FCPE (Schneider Actionnariat Mondial).

          For countries in which it is not possible to subscribe to such new shares through an FCPE, employees will be able to subscribe directly to shares, which will be held in registered form or will be held under the existing Schneider Actionnariat Mondial FCPE. Shares will be held in registered form at Société Générale, Nantes, France (with the exception of the US).

          > Means of holding shares
          FCPE (in France and in certain other countries) or directly (in certain countries outside of France).

          > Beneficiaries
          This issue is reserved for employees of Schneider Electric SA and companies based in France or elsewhere covered by the Group savings scheme (Plan d’Epargne d’Entreprise du Groupe, hereafter the “PEG”), included in the same basis for consolidation or the consolidation of accounts, pursuant to Article L.444-3 Paragraph 2 of the French Labor Code (Code du travail), to which the Company is related as defined by Article L. 225-180 of the French Commercial Code (Code de commerce), provided that these employees are covered by the PEG, insofar as their subscription is permitted under local legislation.

          Subject to their employer being part of the PEG, the beneficiaries of the new equity issue are located in around 50 countries with a total of some 66,000 people, employed by a Group company as defined above.

          In order to take part in the issue, employees must have worked for the company for at least three months during the twelve months preceding the calculation period (i.e. the period running from January 1, 2003 to the end of the subscription period) as of the end of the subscription period, pursuant to the provisions of Article L. 444-4 of the French Labor Code, via a contract of employment with one of the Group companies that is related to Schneider Electric SA pursuant to Article L. 444-3 of the French Labor Code and that is covered by the Group Savings Scheme set up by Schneider Electric SA. If permitted under local legislation, the issue may also be open to retired members of staff and employees on early retirement from such companies, provided that they have not requested the liquidation of their assets invested in the Group Savings Scheme set up by Schneider Electric.

          Beneficiaries may request a copy of the regulations governing the Group Savings Scheme from the Company.

          > Maximum subscription
          Pursuant to Article L. 443-2 of the French Labor Code, the total amount of annual payments into one or more company savings schemes (including the PEG) by employees or former employees may not exceed 25% of their gross annual compensation or the total amount of pensions received respectively.

          Furthermore, in accordance with the regulations of the PEG, the total amount of discretionary payments into the PEG per year must amount to at least 10 euros.

          In the event of the issue being oversubscribed, the number of shares allocated will be reduced pursuant to the terms and conditions to be defined by the Board of Directors or, if delegated, by the Chairman of the Board of Directors when the subscription price is fixed. These terms and conditions will be specified in a press release issued by the Company (to news agencies, on its Internet site and on the AMF Internet site).

          > Employer matching contribution

          Pursuant to the terms of the PEG, the Company and companies covered by the scheme may decide that an employer matching contribution will be paid to employees that have subscribed as part of the new equity issue.

          Initial timetable for the issue

          > Setting the share subscription price
          The subscription price will be set by the Board of Directors, which is scheduled to meet on May 6, 2004, and will be specified by the Company in a press release.

          >Subscription period
          The subscription period is scheduled to run from June 7 to June 25, 2004 (inclusive). However, the definitive dates for the subscription period will be fixed by the Board of Directors at the meeting to be held on May 6, 2004 and will be specified by the Company in a press release.

          > Date of the new equity issue
          Planned for July 30, 2004 at the latest.

          Listing of new shares

          > Main market
          The Company’s shares are listed on the Euronext Paris SA First Market.

          A request will be made for shares to be listed on the Euronext Paris SA First Market immediately after the date of the new equity issue

          Market share price (Euronext Paris SA First Market)
          Highest and lowest share prices from January 1, 2003 to April 16, 2004 (inclusive):
          55.95 euros and 37.40 euros

          > Listed on other markets
          N/A

          Other information

          The units in collective employee shareholding plans and shares held directly by Beneficiaries will be unavailable for a period of five years, with the exception of cases for early release pursuant to the conditions of Article R.442-17 of the French Labor Code. In certain countries, in accordance with local legislation, some cases of early release may not be available to employees.

          Investor contacts

          > Responsible for the information
          Antoine Giscard d’Estaing
          43-45 boulevard Franklin Roosevelt
          92500 Rueil-Malmaison, France
          Phone: +33 1.41.29.71.34

          > Contacts
          For any information or documents, investors may contact Financial Communications:
          Alexandre Brunet

          > For institutional investors and financial analysts:
          Phone: +33 1.41.29.70.42
          Fax: +33 1.41.29.71.42

          > For individual shareholders:
          Toll-free number (France): 0.800.20.55.14
          Fax: +33 1.41.29.71.42

          Availability of the prospectus

          Copies of the prospectus and the reference document are available free-of-charge at the Company’s head office at 43/45 boulevard Franklin Roosevelt, 92500 Rueil-Malmaison, France. These documents are also available on the Company’s Internet site(http://www.schneider-electric.com) and the Internet site of the Autorité des Marchés Financiers (http://www.amf-france.org).

          Investor Relations :
          Schneider Electric
          Alexandre Brunet
          Media Contact :
          Schneider Electric
          Véronique Moine
          Media Contact :
          DGM
          Michel Calzaroni
          Olivier Labesse
          Tel. +33 (0)1 41 29 70 71
          Fax +33 (0)1 41 29 71 42
          Tel. +33 (0)1 41 29 70 76
          Fax +33 (0)1 41 29 71 95
          Tel. +33 (0)1 40 70 11 89
          Fax +33 (0)1 40 70 90 46