PRESS RELEASE
LAUNCH OF A CAPITAL INCREASE WITH
SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS FOR AN AMOUNT OF
APPROXIMATELY EUR 330 MILLION AS PART OF THE TECHNICOLOR SAFEGUARD
PLAN
- Subscription ratio: 43 new shares for 6
existing shares
- Subscription price: EUR 2.98 per new
share
- Trading period of the preferential subscription
rights: from 7 August 2020 to 9 September 2020
(included)
- Subscription period: from 11 August 2020 to 11
September 2020 (included)
- Guarantee: operation fully guaranteed by the
creditors of the Term Loan B and the RCF by way of set-off against
the claims of the Term Loan B and the RCF
Paris (France), 5
August 2020 – Technicolor (Euronext Paris : TCH;
OTCQX: TCLRY) (the "Company") announces today the
launch of a capital increase with shareholders' preferential
subscription rights ("Subscription Rights") for a
maximum gross amount, including issue premium, of
EUR 329,999,999.90 (the "Rights Issue").
This capital increase is part of the accelerated
financial safeguard plan approved by the Company's committee of
credit institutions and assimilated entities on 5 July 2020 and
approved by the Paris Commercial Court on 28 July 2020 (the
“Safeguard Plan”) whose main restructuring and
refinancing aspects are as follows:
- contribution of a sum equivalent to circa. EUR 420 million (net
of costs and commissions) of new liquidity for the purposes of the
continuation of the 2020-2022 strategic plan (updated with respect
to the COVID-19 impact), the financing of the Group’s current
operations and the full refinancing of a bridge loan in an amount
of USD 110 million due on 31 July 2020 (the “New
Money”), it being specified that in consideration for the
contribution of the New Money, the lenders under the New Money will
receive 17,701,957 free warrants (the “New Money
Warrants”) exercisable for a period of 3 months, giving
the right to subscribe to a maximum number of 17,701,957 new
shares, at the price of one euro cent (EUR 0.01) per new share
(without issue premium) and representing approximately 7.5% of the
Company's share capital after the Rights Issue, the Reserved
Capital Increase (as this term is defined below) but before the
exercise of the Shareholder Warrants (as this term is defined
below). Moreover various security interests and guarantees of the
Company have been and will be granted as collateral for the New
Money and, in particular, a fiducie sûreté of Tech 7 and Gallo 8,
subsidiaries of the Company which will hold almost all of the
Group's assets;
- reinstatement of 45.2% of the claims due by the Company under
(i) the facility agreement of circa EUR 1 billion dated 6 December
2016 (the ”Term Loan B”) and (ii) the revolving
credit facility of EUR 250 million entered into on 21 December 2016
(the “RCF” and, together with the Term Loan B, the
“Facility Agreements”) (the
“Claims”) within new term lines of credit in an
amount equivalent to EUR 572 million in principal, maturing on 31
December 2024 and the granting, as a collateral, of new security
interests on the assets of the Group, and a personal guarantee;
and
- the significant settlement of the Group's indebtedness, in the
amount of the balance of the non-reinstated Claims for the
equivalent of EUR 660 million, through (i) a repayment and/or
equitization, at par, as part of the Rights Issue, which is, as a
reminder, fully guaranteed by the holders of the Claims by way of a
set-off and (ii) a equitization as part of a capital increase with
cancellation of the shareholders' preferential subscription rights
in favour of the holders of Claims, for a gross amount, including
the issue premium, of EUR 329,999,996.60, through the issue of
92,178,770 new shares at a unit price of EUR 3.58, to be subscribed
exclusively by way of set-off, at par, against the balance of the
non-reinstated Claims (the “Reserved Capital
Increase”);
- in addition, in order to give the Company's shareholders the
opportunity to increase their stake in the Company and participate
in a possible recovery and long-term value creation of the Group,
the issue and free allotment to all the Company's shareholders,
registered in the account at the time of the detachment of the
Subscription Righs, of 15,407,114 warrants (the
“Shareholders Warrants“), on the basis of one (1)
Shareholders Warrant for one (1) existing share, and five (5)
Shareholders Warrants giving the right to subscribe for four (4)
new shares, which may result in the issue of a maximum number of
12,325,691 new shares, at a price of EUR 3.58 per new share and
representing approximately 5.5% of the Company's share capital
after the Rights Issue, Reserved Capital Increase and exercise of
the New Money and Shareholders Warrants.
Main terms and conditions of the Rights
Issue
The Rights Issue will result in the issuance of
a maximum number of 110,738,255 new ordinary shares (the
“New Shares“) at a unit price of EUR 2.98,
including the issue premium, i.e. a maximum gross amount of EUR
329,999,999.90.
Each shareholder of the Company will receive on
7 August 2020 one Subscription Right for each share recorded in his
securities account (after the close of the trading day) on the last
accounting day preceding the opening date of the preferential
subscription rights trading period, i.e. at the end of the
accounting day of 6 August 2020. The existing shares will thus be
traded ex-rights to the Subscription Rights as from 7 August
2020.
6 Subscription Rights will give the right to
subscribe, on an irreducible basis (à titre irréductible), to 43
New Shares with a nominal value of EUR 0.01 each, at a subscription
price per New Share of EUR 2.98 (i.e., EUR 0.01 nominal value and
EUR 2.97 issue premium).As the detachment of the Subscription
Rights takes place on 7 August 2020, the closing price of the
Company's share on 6 August 2020 will be used by Euronext Paris
S.A. as the reference price for the calculation of the theoretical
value of the share ex-rights and for the calculation of the
theoretical value of the Subscription Rights.
The Rights Issue will be open to the public in
France only.
Indicative timetable
The trading period for the Subscription Rights
will last from 7 August to 9 September 2020 (included). It will no
longer be possible to buy or sell the Subscription Rights after the
close of the trading day of 9 September 2020.
The subscription period for the New Shares will
last from 11 August to 11 September 2020 (included).
The non-exercised Subscription Rights will
automatically become null and void at the close of the subscription
period, i.e. on 11 September 2020 at the close of the trading
day.
The settlement-delivery and admission to trading
of the New Shares is scheduled for 22 September 2020.
Commitments and subscription
intentions
BPI, which holds 7.58% of the Company's share
capital at the date of the Prospectus, has irrevocably undertaken,
in its capacity as shareholder, to subscribe on an irreducible
basis (à titre irréductible) for 8,370,251 New Shares by exercising
all of its Subscription Rights.
In accordance with the Safeguard Plan, the
holders of the Claims irrevocably undertook, each in proportion to
its share in the Claims to be repaid or converted as part of the
Rights Issue (unless another distribution is otherwise agreed
between the Creditors), in the event that, at the end of the
subscription period, all subscriptions on an irreducible basis (à
titre irréductible) and, as the case may be, subscriptions on a
reductible basis (à titre réductible), would not have absorbed the
entire Rights Issue, to subscribe for the unsubscribed portion of
the Rights Issue (i.e. a maximum total number of 110,738,255 New
Shares) by way of set-off against their Claims for a maximum
aggregate amount (issue premium included) of EUR
329,999,999.90.
The Company is not aware of the intentions of
other shareholders or members of its administrative, management or
supervisory bodies.
Lock-up period
The Company has agreed to a lock-up commitment
for a period of 180 calendar days following the settlement-delivery
of the transaction, subject to certain exceptions.
Use of proceeds
The amount of the subscriptions to the Rights
Issue will be fully allocated to the repayment of the
non-reinstated and non-converted Claims, up to EUR 330 million.
Indicative Timetable related to the
Shareholders Warrants
The Shareholders Warrants shall be issued and
allocated on 22 September 2020, according to the indicative
timetable, to the shareholders providing proof of a book entry of
their shares on 7 August 2020 according to the indicative
timetable. The Shareholders Warrants shall be admitted to trading
on Euronext Paris as from 22 September 2020 according to the
indicative timetable. The attention of the shareholders is drawn to
the fact that the theoretical value of the Shareholders Warrant
will be detached from the Company's share on 10 August 2020 at the
opening, whereas the first listing of the Warrant will only take
place on 22 September 2020: in the event of a significant
fluctuation in the price of the Company's share on the regulated
market of Euronext Paris between 7 August 2020 and 21 September
2020, the theoretical value of the first listing of the Warrant
could differ from its detachment value.
Disclaimer
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No communication and no information in respect of this transaction
may be distributed to the public in any jurisdiction where a
registration or approval is required. The issue, the subscription
for or the purchase of Technicolor’s shares may be subject to
specific legal or regulatory restrictions in certain jurisdictions.
Technicolor assumes no responsibility for any violation of any such
restrictions by any person.
This press release, the information it includes,
do not constitute an offer to sell or subscribe for, or a
solicitation of an order to buy or subscribe for Technicolor
securities in Australia, Canada, Japan, or the United States of
America or in any other country in which such offer or solicitation
would be unlawful.
The release, publication or distribution of this
press release may, in certain jurisdictions, constitute a breach of
the applicable local laws and regulations. Consequently, persons
physically present in such jurisdictions in which this press
release is released, published or distributed must must be aware of
and comply with any such local restrictions.
This announcement is an advertisement and not a
prospectus within the meaning of Regulation (EU) No 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing
the Prospectus Directive 2003/71/EC (the "Prospectus
Regulation").
With respect to the Member States of the
European Economic Area other than France and with respect to the
United Kingdom, no action has been undertaken or will be undertaken
to make an offer to the public of the securities referred to herein
requiring a publication of a prospectus in any relevant Member
State or in the United Kingdom. Accordingly, any offer of
Technicolor's securities may only be made in any Member State or in
the United Kingdom (i) to qualified investors as defined in the
Prospectus Regulation, or (ii) in any other case exempting
Technicolor from having to issue a prospectus in accordance with
Article 1(4) of the Prospectus Regulation.
This document does not constitute or form a part
of any offer or solicitation to purchase or subscribe for
securities in the United States. With respect to the United States,
Technicolor's securities have not been, and will not be, registered
under the Securities Act of the United States of America, as
amended (U.S. Securities Act of 1933, as amended, hereinafter
referred to as the "U.S. Securities Act") and
Technicolor does not intend to make a public offer of its
securities in the United States. The securities of Technicolor may
not be offered, sold, exercised or delivered within the territory
of the United States of America, as defined by Regulation S of the
U.S. Securities Act, except pursuant to an exemption from the
registration or in a transaction not subject to the registration
requirements thereof and any applicable states securities laws.
Warning: Forward Looking
Statements
This press release contains certain statements
that constitute "forward-looking statements", including but not
limited to statements that are predictions of or indicate future
events, trends, plans or objectives, based on certain assumptions
or which do not directly relate to historical or current facts.
Such forward-looking statements are based on management's current
expectations and beliefs and are subject to a number of risks and
uncertainties that could cause actual results to differ materially
from the future results expressed, forecasted or implied by such
forward-looking statements. For a more complete list and
description of such risks and uncertainties, refer to Technicolor’s
filings with the French Autorité des marchés financiers and, in
particular, the Prospectus.About
Technicolor:
www.technicolor.com
Investor Relations
Christophe le Mignan: +33 1 88 24 32 83
Christophe.lemignan@technicolor.com
- 08-05-2020_ Launch of a capital increase_VUS