FORM 20-F THOMSON multimedia - Technicolor

Item 7 — Major Shareholders and Related Party Transactions
A — Distribution of share capital
Current Shareholding
The table below shows our shareholding at March 16, 2002, to the best of our knowledge. The
table takes into account the 15.5 million shares issued to Carlton on this date, upon redemption of
outstanding redeemable bonds payable exclusively in shares (ORAs).
At March 16, 2002
Number % of
Shareholders of shares held shares held
Thomson S.A. ............................................................................................. 62,900,848 22.42%
Alcatel Participations................................................................................... 9,654,217 3.44%
Carlton Communications plc*...................................................................... 15,500,000 5.52%
DIRECTV..................................................................................................... 8,818,388 3.14%
Microsoft...................................................................................................... 11,935,330 4.25%
NEC............................................................................................................. 13,915,966 4.96%
Public........................................................................................................... 142,614,382 50.83%
Employees................................................................................................... 11,900,447 4.24%
Thomson...................................................................................................... 3,373,930 1.20%
Total............................................................................................................ 280,613,508 100.00%
* On November 29, 2001, Carlton issued bonds to a number of institutional investors exchangeable for 15.5 million of our
shares subject to certain adjustments.
On March 7, 2002 Thomson S.A. sold 36,160,000 of our shares through a placement to
institutional investors. Thomson S.A. currently holds 22.42% of our shares and will hold
approximately 20.99% of our shares following our upcoming employee offering described below in
‘‘— Anticipated Shareholding’’. As long as Thomson S.A. holds more than 20% of our shares, we
will be subject to the French privatization laws described in ‘‘Description of Share Capital —
Memorandum and Articles of Association — Authorized but Unissued Capital’’.
The shares held by Thomson S.A. include up to 706,621 shares reserved for bonus shares to
be allocated to employees under the terms of the employee offerings of October 1999 and
September/October 2000. The shares held by Thomson S.A. also include up to 1,696,509 shares
reserved for individuals who purchased shares in our French retail offering in September/October
2000 which will be delivered on or about April 11, 2002.
The number of shares held by employees and management at March 12, 2002 is an estimate
based on actual levels of employee participation in the February/March 1999, October 1999 and
September/October 2000 employee offerings and assuming continued ownership by current and
former employees. The total number of shares beneficially held by our directors and principal
executive officers was less than 1% of our outstanding share capital.
As of March 21, 2002, there were 3,213,434 ADSs outstanding and 4,171 registered ADSs.
Anticipated shareholding
We will conduct an offering of 4,017,777 shares provided by Thomson S.A. to our qualifying
current and former employees in certain jurisdictions which we expect to commence on March 28,
2002. Thomson S.A. will also be required to reserve shares for delivery as bonus shares to
employees in the employee offering.
Our share capital may be further diluted upon the conversion into new shares of our outstanding
convertible/exchangeable bonds and the exercise of stock options under our Stock Option Plan
Number 2. Our 2000 OCEANEs due 2006 are convertible into, or exchangeable for, 11,175,385 of
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