Soitec announces the signing of a PACEO agreement with Société Générale
• A global envelope of up to 8.2 million shares over the next 4 years
• Implementing a multi-annual plan of profit-sharing for Group employees
• A medium-term equity financing facility to accompany the company's growth
Bernin, France, 5 June 2008 - Following shareholders’ authorizations given to the board of directors at the extraordinary general meeting held on November 5, 2007, Soitec today announced the signing of a PACEO agreement with Société Générale for up to 8.2 million new shares, representing 9.9% of the Company’s current share capital.
Subject to certain contractual conditions, Soitec has the right to issue several tranches of new shares over the next 48 months, backed by Société Générale’s commitment to underwrite them on demand at a price close to the then current market price. Each tranche is capped at 4.5 million new shares. All share issuance and timing decisions fully remain under Soitec’s control and Soitec has no obligation to implement tranches under the agreement.
Within the framework of Soitec's employee savings plan and managers’ incentive plan, Group employees will have the sole and exclusive right to buy the unlisted rights of subscription and/or of acquisition over redeemable shares (the “Warrants” or BSAARs(*)) attached to the new shares, at their fair market value assessed by an independent expert.
The total amount of capital raised will depend on the financing needs of the Group to fund its future development and will reflect the share’s performance and volume exchanged on the market. All subscriptions for new shares by Société Générale will be at a price of 95% of the market price at the time of issue. Acting as a financial intermediary, Société Générale is committed to subscribing to new shares but does not aim to become a long-term shareholder of the Company.
Soitec has indicated that it intends to implement the programme in the short run and noted that its main objective for the first issuance will be offering Group employees the possibility to take part in the profit-sharing plan by buying Warrants.
The PACEO transaction authorized by the extraordinary general meeting held on November 5, 2007, including the subsequent sales of Warrants to employees and managers, globally accounts for less than 10% of the Company's share capital and benefits from a prospectus exemption.
"We are really pleased to implement a program which offers the flexibility of widely linking Group employees to the Company’s performance and provides additional means to continue our development and to manage the potential dilution of current shareholders," André-Jacques Auberton Hervé, Soitec President & CEO, said.
Analysis of the dilutive impact of the 48-month transaction on the equity stake of a shareholder holding 1% of Soitec's capital before the issuance of the total number of shares authorized:
PACEO - PROGRAMME D'AUGMENTATION DE CAPITAL PAR EXERCICES D'OPTIONS
PACEO (Programme d’Augmentation de Capital par Exercice d’Options) is an equity financing solution created and developed by Société Générale. PACEO offers growth-driven companies an additional and optional source of financing together with employees’ profit sharing plans. It provides companies with the same economic and financial results as a classical capital increase, while offering them the similar flexibility of a confirmed credit line. The subscription price for shares at each share issue is close to the current stock price at the relevant moment. The program is activated on the issuer's request only. Société Générale has previously arranged and completed several transactions of this type in France and elsewhere in Europe, covering various industries.
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(*) BSAAR - Bons de souscription et/ou d’acquisition d’actions remboursables
Soitec
Soitec is the world's leading supplier of engineered substrates for advanced microelectronics. The Group produces a wide range of advanced materials, especially silicon-on-insulator (SOI) wafers based on its Smart Cut™ technology—the first high-volume application for this proprietary technology. SOI is currently seen as the platform of the future, paving the way to higher-performance, faster, and more economical chips.
Soitec currently produces over 80% of the SOI wafers. Headquartered at Bernin in France, with two high-volume production units on site, Soitec also has offices in the US, Japan, and Taiwan, and a new production site is in the process of customers qualification in Singapore.
The Group has two other divisions: Picogiga International at Les Ulis in Paris and Tracit Technologies in Bernin. Picogiga is specialized in the development and manufacture of engineered substrates, from group III-V epitaxial semiconductor wafers and gallium nitride (GaN) wafers to composite substrates for the manufacture of high-frequency electronics and optoelectronic devices. Tracit is specialized in thin-film layer transfer technologies, used to manufacture engineered substrates for power ICs and microsystems, as well as generic circuit transfer technology for applications such as image sensors and 3D integration. Shares for the Soitec Group are listed on Euronext Paris.
Smart Cut and UNIBOND are trademarks of S.O.I. TEC Silicon On Insulator Technologies
Contacts:
Soitec
Olivier Brice
Tel : +33 4 76 92 93 80
olivier.brice@soitec.fr
Société Générale
Thierry du Boislouveau
Tel : +33 1 42 13 30 66
Thierry.du-boislouvea@sgcib.com
Ronald Oman
Tel : +33 1 58 98 21 91
Ronald.oman@sgcib.com