As filed with the Securities and Exchange Commission on April 23, 2019
Registration No. 333-
226458
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEQUANS COMMUNICATIONS S.A.
(Exact name of Registrant as specified in its charter)
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French Republic
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Telephone: +33 1 70 72 16 00
(Address of Principal Executive Offices)
Stock Option Subscription Plan 2018
Restricted Share Award Plan 2018-1
Restricted Share Award Plan 2018-2
BSA 2018-1 (Warrants) Issuance Agreement
BSA 2018-2 (Warrants) Issuance Agreement
BSA (Warrants) Issuance Agreement, Dated June 29, 2018
Restricted Share Award Plan 2018-4
(Full title of the plan(s))
GKL Corporate/Search, Inc.
One Capitol Mall, Suite 660
Sacramento, California 95814
Telephone: +1 916 442 7652
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
John V. Bautista, Esq.
Brett Cooper, Esq.
Orrick, Herrington & Sutcliffe LLP
1000 Marsh Road
Menlo Park, California 94025
Telephone: +1 650 614 7400
Facsimile: +1 650 614 7401
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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R
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333- 226458) (the “Registration Statement”) of Sequans Communications S.A. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) on July 31, 2018. Pursuant to the authority granted by the general meeting of shareholders of the Registrant on June 29, 2018, the board of directors of the Registrant adopted Restricted Share Award Plan 2018-4 on March 26, 2019, which provides for the grant of 129,448 ordinary shares, nominal value €0.02, of the Registrant (“Ordinary Shares”).
In accordance with Item 512(a)(1)(iii) of Regulation S-K and Compliance and Disclosure Interpretation 126.43, this Post-Effective Amendment is hereby filed to cover the issuance of 129,448 Ordinary Shares pursuant to Restricted Share Award Plan 2018-4.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included with this Registration Statement, by incorporation by reference or otherwise, in accordance with the rules and regulations of the Commission and the instructions to Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates into this Registration Statement the following documents, which have been previously filed by the Registrant with the Commission:
(a)
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 (File No. 001-35135), filed with the Commission on April 12, 2018, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b)
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Form 20-F referred to in (a) above; and
(c)
The description of the Registrant’s Ordinary Shares and ADSs contained in its Registration Statement on Form 8-A (File No. 001-35135), filed with the Commission on April 12, 2011 pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Names Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant maintains liability insurance for its directors and officers, including coverage against liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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Exhibit
Number
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Description of Exhibit
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Opinion of Orrick, Herrington & Sutcliffe (Europe) LLP
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Consent of Orrick, Herrington & Sutcliffe (Europe) LLP (included in Exhibit 5.1)
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Consent of Ernst & Young Audit, independent registered public accounting firm
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Power of Attorney (included on the signature page of this Registration Statement)
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Stock Option Subscription Plan 2018
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Restricted Share Award Plan 2018-1
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Restricted Share Award Plan 2018-2
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BSA 2018-1 (Warrants) Issuance Agreement
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BSA 2018-2 (Warrants) Issuance Agreement
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BSA (Warrants) Issuance Agreement, dated June 29, 2018
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Restricted Share Award Plan 2018-4
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*Filed herewith.
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Item 9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(iv)
Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Colombes, France, on April 23, 2019.
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SEQUANS COMMUNICATIONS S.A.
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By:
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Name: Dr. Georges Karam
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Title: Chairman and Chief Executive Officer
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Signature of Authorized U.S. Representative of the Registrant
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Sequans Communications S.A. has signed this Registration Statement or amendment thereto in the City of Dallas, State of Texas, on April 23, 2019.
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By:
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/s/ Nikhil Taluja
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Name: Nikhil Taluja
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Title: U.S. Representative
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INDEX TO EXHIBITS
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Exhibit
Number
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Description of Exhibit
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5.1*
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Opinion of Orrick, Herrington & Sutcliffe (Europe) LLP
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23.1*
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Consent of Orrick, Herrington & Sutcliffe (Europe) LLP (included in Exhibit 5.1)
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23.2*
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Consent of Ernst & Young Audit, independent registered public accounting firm
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24.1
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Power of Attorney (included on the signature page of this Registration Statement)
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99.1
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Stock Option Subscription Plan 2018
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99.2
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Restricted Share Award Plan 2018-1
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99.3
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Restricted Share Award Plan 2018-2
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99.4
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BSA 2018-1 (Warrants) Issuance Agreement
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99.5
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BSA 2018-2 (Warrants) Issuance Agreement
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99.6
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BSA (Warrants) Issuance Agreement, dated June 29, 2018
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99.7*
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Restricted Share Award Plan 2018-4
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EXHIBIT 5.1
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Orrick, Herrington & Sutcliffe (Europe) LLP
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31, avenue Pierre 1er de Serbie
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75782 Paris Cedex 16
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France
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Siren : 808 676 316
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T +33 1 53 53 75 00
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F +33 1 53 53 75 01
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orrick.com
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April 23, 2019
Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
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Re:
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Post-Effective Amendment to Form S-8 Registration Statement
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Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the proposed issuance of up to 129,448 ordinary shares (the “
Shares
”) of Sequans Communications S.A., a
société anonyme
incorporated in France (the “
Company
”), pursuant to the Company’s Restricted Shares Award Plan 2018-4, as approved by the general meeting of shareholders of the Company on June 29, 2018 and by the board of directors of the Company on March 26, 2019 (the “
Plan
”), and pursuant to a Registration Statement on Form S-8, as amended (the “
Registration Statement
”).
We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed and have relied on a certificate of an officer of the Company as to factual statements contained in such instruments, documents and records. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures and (b) the conformity to the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the Shares to be issued by the Company pursuant to the Plan are duly authorized, and when issued and subscribed for as described in the Plan and Registration Statement, will be validly issued, fully paid up and nonassessable.
In rendering this opinion, we have assumed that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered, issued and subscribed for, (ii) the Shares to be subscribed for are issued in accordance with the terms of the Plan, (iii) the Company receives the full consideration for the Shares as stated in the Plan, (iv) the per share consideration for each Share includes payment of cash or other lawful consideration at least equal to the par value of the Company’s common stock, and (v) all applicable securities laws are complied with.
The opinion expressed above is limited to the laws of France and we do not express any opinion as to the effect of any other laws.
We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in said Registration Statement, including any prospectus constituting a part thereof, as originally filed or as subsequently amended or supplemented. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder, nor do we thereby admit that we are “experts” within the meaning of such term as used in the Securities Act with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe (Europe) LLP
ORRICK, HERRINGTON & SUTCLIFFE (EUROPE) LLP
SEQUANS COMMUNICATIONS
Société anonyme au capital de 1.894.650,78 euros
Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES
RCS Nanterre 450 249 677
Regulations
______________________
Restricted Share Award Plan - 2018-4
- CONTENTS -
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I -
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GENERAL PRINCIPLE OF RESTRICTED SHARE AWARDS
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II -
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LEGAL FRAMEWORK OF THE PLAN
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III -
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CHARACTERISTICS OF THE RESTRICTED SHARE AWARDS
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IV -
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CONDITIONS FOR THE RESTRICTED SHARE AWARDS AND BENEFICIARIES' RIGHTS
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Presence condition - Exceptions
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Delivery of the Shares - Listing
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Rights of the Shares after the Vesting Period - Holding Period
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Reduction of Beneficiaries' rights in case of a capital decrease due to losses
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VI -
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AMENDMENT OF THE PLAN
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I -
GENERAL PRINCIPLES OF RESTRICTED SHARE AWARDS
The purpose of this plan is to reward and retain employees and/or company executive officers (hereinafter the "
Beneficiaries
") of Sequans Communications (hereinafter "
Sequans
" or the "
Company
") and its subsidiaries within the meaning of Article L.233-3, 1° of the French Commercial code (hereinafter the "
Subsidiaries
") by enabling them to share in the growth of the Company.
A restricted share award plan allows the Beneficiaries to receive over time free ordinary shares of Sequans (hereinafter the "
Award
"), subject to certain temporary restrictions. i.e. the restricted shares (hereinafter referred to as the “
Shares
”).
The Award of the Shares is an offer reserved to the Beneficiaries restrictively designated by the Board of Directors and consequently does not
represent an offer made to the public.
Beneficiaries are reminded that the change in the price of the Sequans’ shares and, consequently, the acquisition capital gain and the potential sale capital gain obtained through the sale of the Shares after the end of the Vesting Period, will depend on Sequans' performance and results, as well as overall industry and external economic factors.
Nothing in this Plan forms part of the employment contract of a Beneficiary. The rights and obligations arising from the employment relationship between the Beneficiary and the Company or its Subsidiaries are separate from, and are not affected by, this Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.
II - LEGAL FRAMEWORK OF THE PLAN
This plan is governed by French legal and regulatory provisions in effect on the date hereof and namely by articles L.225-197-1 et seq. of the French Commercial Code.
Pursuant to these provisions, the Company's combined general shareholders' meeting held on 29 June 2018 adopted a resolution authorising the principle of the award of Shares, deciding that the maximum number of Shares which may be issued by virtue of this authorisation shall not exceed 1,500,000 new ordinary shares with a unitary par value of EUR 0.02.
This combined general shareholders' meeting has delegated to the Board of Directors the authority to allocate these Shares, on one or more occasions, including the authority to determine the Beneficiaries. No Share can be awarded to any employee who owns more than 10% of the share capital of the Company or who would own more than 10% of the share capital as a result of the Award.
Therefore and pursuant to the aforesaid grant of authority, at a meeting held on 26 March 2019, the Board of Directors decided the procedures applicable to Shares Awards and established the present Restricted Shares Award Plan 2018-4 (hereinafter the "
Plan
"), in conformity with the principles set by the combined general shareholders' meeting and aforesaid statutory provisions.
III -
CHARACTERISTICS OF THE RESTRICTED SHARE AWARD
The list of the Plan's Beneficiaries is established and approved by the Company's Board of Directors as well as the decision to grant Shares. The Shares allocated to the Beneficiaries shall either be existing shares owned by the Company or new shares to be issued.
This Plan provides for the issuance of up to 129,448 Shares.
The date of the decision of Award taken by the Board of Directors (the “
Grant Date
”) shall mark the commencement of the Vesting Period.
Beneficiaries will be individually notified of the Award by the CEO acting through a delegation of the Board of Directors, directly or via notification by email from the Company’s external equity plan administrator (hereinafter the "
Individual Letter of Notification
").
Such Individual Letter of Notification is deemed to be an exhibit of this Plan and shall specify:
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the number of Shares granted to the Beneficiary,
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the term of the Vesting Period, and
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the right to accept or refuse the Award of Shares through a receipt confirmation form that must be returned to the Company.
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Within a period of fifteen (15) days following the receipt of the Individual Letter of Notification, the Beneficiary undertakes to return to the Company a copy of this Plan, a copy of the Individual Letter of Notification and the receipt confirmation form attached to said letter, being specified that all such copies shall be duly executed by the Beneficiary who acknowledges that the Individual Letter of Notification is part of this Plan. Alternatively, the Beneficiary may acknowledge the Notification and terms of the Plan via the on-line platform administered by the Company’s equity plan administrator.
IV -
CONDITIONS FOR THE RESTRICTED SHARE AWARD AND BENEFICIARIES' RIGHTS
IV-1. Vesting
The Shares are effectively acquired by the Beneficiaries at the end of a period of either one (1) or two (2) years (the "
Acquisition Period
") from the date of the Award by the Board of Directors (the "
Vesting Date
"). The Vesting Date applicable to each Beneficiary shall be determined by the Board at the Grant Date.
The Award shall be subject to the observance of the presence condition as set forth under Paragraph IV-2 hereafter.
IV-2. Presence condition - Exceptions
The Award of Shares to Beneficiaries is strictly related to the Beneficiary’s status as an employee of Sequans or its Subsidiaries. The Vested Award of Shares is consequently reserved for any Beneficiary (employee) designated at the time of the initial Award, linked to Sequans or to a Subsidiary through an employment agreement still in effect on the Vesting Date.
In case of termination of the employment agreement of the Beneficiary, for any reason whatsoever, effective before the Vesting Date, the Beneficiary will lose any right to the related Shares.
Notwithstanding the above provisions, should the loss of the status as an employee during the Vesting Period be due to one of the following reasons, the granted Shares would be treated as follows:
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Death
: pursuant to the provisions of article L.225-197-3 of the French Commercial Code, the heirs (“
héritiers
”) of the Beneficiaries, may, if they so desire, request the Award of the Shares. Such request must be made within six (6) months of the date of death; after such time limit, the successors or beneficiaries of the Beneficiary will definitively lose
the right to
request the Award of Shares. All Shares shall vest immediately upon the aforesaid request, being specified that in such case the Acquisition Period and Holding Period (as referred to under section IV-1 below) shall not apply. The heirs of the
Beneficiaries remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.
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2nd
and
3rd
category disability
, within the meaning of article L.341-4 of the French Social Security Code: Beneficiaries may preserve their right to the Award of the Shares, but they will remain subject to the other conditions of this Plan.
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Termination following an acquisition of Sequans Communications
: in the event that a third party acquires a 100% interest in Sequans Communications, the Restricted Shares awarded to a Beneficiary who is subsequently dismissed within six months of the acquisition, other than for misconduct or gross negligence, shall vest immediately upon the date of employment contract termination as a result of said dismissal, unless the contract termination date is less than one year from the Grant Date. In this latter case, all Restricted Shares shall then vest one year from the Grant Date. The retention requirement described in IV-4 remains in force.
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IV-3. Delivery of Shares upon Vesting - Listing
At the Vesting Date and subject to the observance of the presence condition defined above, the Company shall transfer the number of granted Shares to the Beneficiary who shall thus become the owner of such Shares and a shareholder of the Company.
The Shares shall be registered in an account opened in the name of the Beneficiary, in the registers of Sequans Communications.
The new Shares issued for the purpose of the Plan will be subject to an application for admission for trading on the New York Stock Exchange, under the form of American Depositary Shares (ADS).
IV-4. Rights of the Shares after the Vesting Period - Holding Period
After the Vesting Date, the Shares shall entitle the Beneficiary, as of the Vesting Date, to all rights pertaining to ordinary shares comprising the share capital and shall be subject to all provisions of the by-laws.
Notwithstanding the foregoing, French law requires that the Shares be retained for a minimum period of two years from the Grant Date. Therefore, all Shares vested before the second anniversary date of the Award by the Board of Directors must be retained until the second anniversary date of the Award by the Board of Directors (the “Holding Period”). No Holding Period is required for Shares vested as from the second anniversary date of the Award by the Board of Directors. However, the shares may be subject to transfer or resale restrictions as required by applicable securities laws.
Furthermore, since these Shares, in the form of American Depositary Shares, are listed for trading on the New York Stock Exchange and in order to avoid any insider trading risk, Beneficiaries shall comply with the Insider Trading Compliance Program of the Company, available from the Human Resources department.
IV-5. Adjustment
Should the Company complete one of the financial transactions referred to under article L.225-181 of the French Commercial Code, no adjustment of the number of allocated Shares under this Plan shall be made, except if the general shareholders meeting voting the transaction decides otherwise.
IV-6. Reduction of Beneficiaries' rights in case of a capital decrease due to losses
In case of a capital decrease due to losses realized by a decrease either in the par value of Sequans shares or in the number thereof, the rights of the Beneficiaries shall be reduced accordingly as if the Beneficiaries had been shareholders prior to the date on which the capital decrease became final.
V -
TAX PROVISIONS
This presentation of tax treatment is provided for informational purposes only
. It corresponds to the French legislation in effect as of the date this plan was approved by the Board of Directors.
The Beneficiary shall be responsible for learning about any amendments to the applicable tax treatment and the Company shall have no liability whatsoever in this respect.
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V-1.
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Tax provisions applicable to Beneficiaries who are resident in France from the date of the award up to the sale of the shares and submitted to the French Social Security
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1.
Capital gain realised at the time of acquisition (Vested Award)
The portion of the Vested Award, equal to the value of ordinary share at the Vesting Date,
which does not exceed EUR 300,000, is subject to:
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individual income tax (
impôt sur le revenu
): progressive rate up to 45%, after application of a 50% rebate on the Vested Award
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social security contributions (
prélèvements sociaux : CSG, CRDS...
): 17.2%
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as the case may be, an exceptional contribution on high income (
contribution exceptionnelle sur les hauts revenus
): rate of 3% or 4% depending on the amount of income of the tax household
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The portion of the Vested Award which exceeds EUR 300,000 is subject to:
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individual income tax (
impôt sur le revenu
): progressive rate up to 45% (without any rebate)
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social security contributions (
prélèvements sociaux
:
CSG, CRDS
...): 9.7% (6.8% being deductible for income tax purposes)
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an employee specific contribution (“
contribution salariale spécifique
”): 10%
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as the case may be, an exceptional contribution on high income (
contribution exceptionnelle sur les hauts revenus
): rate of 3% or 4% depending on the amount of income of the tax household
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Vested Award is taxed in the year during which the Shares are sold.
2. Capital gain realised at the time of disposal
The capital gain on the disposal, which corresponds to the difference between the sales price of the ordinary share and the value of such share at the Vesting Date, is subject to:
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individual income tax (
impôt sur le revenu
): flat rate of 12.8%
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social security contributions (
prélèvements sociaux : CSG, CRDS
...): 17.2%
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as the case may be, an exceptional contribution on high income (
contribution exceptionnelle sur les hauts revenus
): rate of 3% or 4% depending on the amount of income of the tax household
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Capital gain realised at the time of the disposal is taxed in the year during which the Shares are sold.
3. Wealth tax
As from January 1, 2018, the French wealth tax namely the
Impôt de Solidarité sur la Fortune
(“ISF”) is replaced by the
Impôt sur la Fortune Immobilière
(“IFI”). The IFI generally applies to real estate assets to the extent that their net value exceeds EUR 1,300,000. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) is excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights.
However, a general exclusion applies to real estate assets owned by companies pursuing a commercial, industrial, craft, agricultural or liberal activity when the taxpayer (together with the members of its tax household) holds directly or indirectly less than 10% of the share capital or the voting rights of the company. As a result, the Beneficiaries will not be subject to French IFI in respect of their shareholding in the Company provided that they would hold less than 10% of the share capital or the voting rights of the Company.
4. The tax information contained in this paragraph V-1 is related to 2019 and is likely to change in accordance with the applicable statutory and
regulatory provisions. The Beneficiary acknowledges that
Sequans Communications and its subsidiaries shall have no liability in this respect and no obligation to provide advice and/or assistance in this regard.
V-2.
Tax provisions applicable to Beneficiaries who are not resident in France and not submitted to the French Social Security
Beneficiaries who are not residents in France are solely responsible for:
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Determining the tax provisions applicable to gains resulting from (i) the acquisition of Shares and, (ii) the disposal of such shares;
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Paying all taxes and contributions due as a result.
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However, Beneficiaries domiciled abroad might be subject to a French withholding tax in respect of the gain resulting from the acquisition of Shares, to the extent of days worked in France over the vesting period.
Sequans Communications and its subsidiaries shall have no obligation to provide advice and/or assistance in this regard.
VI -
AMENDMENT OF THIS PLAN
This Plan may be amended by the Board of Directors if new legislation would have an unfavourable impact on the Company or on the Company’s financial statements or would increase the cost of such a Plan for the Company. Please note that any such amendment could affect the tax regime described in Paragraph V above.
Subject to the scenarios set forth in the paragraph above, no amendment that could affect the rights of the Beneficiaries may be made to this Plan.
Furthermore, the Board of Directors is responsible for interpreting the provisions of this Plan, as needed.
This Plan shall prevail in case of conflict of interpretation between the Individual Letter of Notification and the Plan itself.