Technicolor: The Commercial Court of Paris approves the financial safeguard plan
28 Juillet 2020 - 8:48PM
PRESS RELEASE
Final step achieved in the accelerated
financial safeguard procedure:
The Commercial Court of Paris approves
the financial safeguard plan
Paris (France), July 28th, 2020
– Technicolor (Euronext Paris: TCH; OTCQX: TCLRY)
(the “Company”) announces that the Commercial
Court of Paris approved today Technicolor’s accelerated financial
safeguard plan.
This approval will allow the Group to proceed
with the drawdown of the second tranche of the New Financing
scheduled for the end of August, in an amount of c. EUR 180 million
(net of fees and commissions), subject in particular to the
effective implementation of the security interests agreed under the
safeguard plan, in particular the implementation of a
“fiducie-sûreté” (equivalent of a trust under French law) on the
shares of Gallo 8 (a holding company controlled by the Company,
which directly or indirectly owns the subsidiaries of the "US
Production Services" business and substantially all the
subsidiaries of the Group's other businesses, excluding Production
Services).
In addition, all conditions precedent being now
fulfilled with respect to the equity issuance provided for by the
safeguard plan, the rights issue with preferential subscription
rights, approved by voting at the Extraordinary General Meeting of
the shareholders on July 20th, 2020, is expected to be launched in
the course of August. This will be following approval by the AMF of
a supplement to the prospectus approved on July 10, 2020, under
number 20-343 (the “Prospectus”), as the Company
will publish its semi-annual financial report on July 30th,
2020.
As a reminder, the partial conversion of debt
into equity (up to EUR 660 million) is structured as follows:
- a rights issue of the Company, with shareholders’ preferential
subscription rights, for a total amount of EUR 330 million, at a
subscription price of EUR 2.98 per share, fully backstopped by the
TLB and RCF lenders by way of set-off against part of their claims
at par under the Credit Facilities; Bpifrance Participations will
subscribe to the rights issue in cash pro rata its current
shareholding (c. 7.5%) for an aggregate amount of c. EUR 25.5
million; any cash proceeds of the rights issue will be used in full
to repay the TLB and RCF lenders, at par value; and
- a reserved capital increase of the Company, for a total amount
of EUR 330 million, at a subscription price of EUR 3.58 per share,
reserved to the TLB and RCF lenders and which will be fully
subscribed by way of set-off against part of their claims at par
under the Credit Facilities.
Free warrants will also be allocated to existing
shareholders at the time of the launching of the rights issue, with
a 4-year maturity and a strike price equal to the reserved capital
increase price (i.e. €3.58 per share); the free warrants will give
access to 5% of the share capital of the Company on a fully diluted
basis.
Lastly, free warrants will be allocated to the
lenders of the New Money in consideration of the latter, with a
3-month maturity and an exercise price of €0.01.
###Prospectus
The Prospectus is composed of (i) the Company's
2019 Universal Registration Document filed with the AMF on 20 April
2020 under number D.20-0317, (ii) the Amendment to the 2019
Universal Registration Document filed with the AMF on 10 July 2020
under number D.20-0317-A01 and a securities note (including the
summary of the Prospectus). Copies of the Prospectus are available
free of charge at Technicolor's registered office, -10 rue du
Renard - 75004 Paris, on the Company's website
(www.technicolor.com) as well as on the AMF website
(www.amf-france.org).
Disclaimer
This press release and 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 be aware of and
comply with any such local restrictions. This press release must
not be released, published or distributed, directly or indirectly,
in Australia, Canada, Japan or the United States of America.
This announcement is not 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, 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. Accordingly, any offer of
Technicolor's securities may only be made in any Member State (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.
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"). 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
###
About Technicolor:
www.technicolor.com
Technicolor shares are on the Euronext
Paris exchange (TCH) and traded in the USA in the form of American
Depositary Receipts on the OTCQX marketplace
(OTCQX: TCLRY).
Investor Relations
Christophe le Mignan: +33 1 88 24 32 83
Christophe.lemignan@technicolor.com
- 07-28-2020_SFA approval_Press Release_VUS