Ymagis Announces Implementation of its Financial Restructuring
Plan, Updates on COVID-19 Impact
Press ReleaseParis (France) – 27 March
2020, 5:45 pm
Ymagis S.A. Announces Implementation of
its Financial Restructuring Plan, Updates on COVID-19
Impact
Ymagis Group (FR0011471291, MAGIS,
PEA-PME), the European specialist in digital technologies
for the cinema industry, announced the implementation by its Board
of Directors of its financial restructuring plan during its meeting
held today. The Company announces in parallel the appointment of
Thierry Lescasse as Group Executive Vice President, Finance,
succeeding Benoît Jacheet, whose transition mission concluded with
the completion of the financial restructuring plan. Ymagis also
reports on the impact of the COVID-19 crisis on the Group.
Implementation of the financial
restructuring plan, issue of ORAR and share purchase warrants on 31
March 2020
Ymagis S.A. reiterates that the Company and its
bank creditors and bondholders concluded a conciliation protocol on
2 December 2019, overseen by Maître Jonathan El Baze in his
capacity as Conciliator, and under the aegis of the CIRI, whose
purpose is the restructuring of its financial debt (the
“Restructuring Agreement”). The resolutions related to the
restructuring plan were later approved unanimously at the
Extraordinary Shareholders’ Meeting held on 19 February 2020.
(A) In light of the time required for the
fulfillment of the conditions, the Parties signed, on 13 March
2020, an addendum to the Restructuring Agreement to (i) waive the
condition precedent linked to the definitive nature of the approval
of the Protocol by the Paris Commercial Court, and (ii) extend the
deadline for the entry into force of the Protocol from 15 March to
31 March 2020 (“Amendment No. 1”).
(B) The request for approval of the
Restructuring Agreement and its amendment was to be reviewed by the
Paris Commercial Court during its hearing on 16 March 2020.
However, for reasons exclusively related to the COVID-19 pandemic,
the hearing could not be held and the request for approval could
not be reviewed on the scheduled date.
(C) Faced with this exceptional situation and,
taking into account the constraints due to the functioning of
jurisdictions, particularly commercial, the impossibility of
holding a new approval hearing in a timeframe compatible with the
deadline for entry into force of the Restructuring Agreement, the
Parties, in order to allow the restructuring to take place on 31
March 2020 in accordance with the terms of Amendment No. 1, have
agreed in a second amendment to the Restructuring Agreement,
concluded on 26 March 2020 (the "Amendment No. 2 ”) (i) to waive
the condition precedent linked to the approval of the Restructuring
Agreement, and (ii) to request from the President of the Paris
Commercial Court a judicial finding on the Restructuring Agreement,
with no changes to the terms and conditions of the Restructuring
Agreement and the binding force of the commitments entered into by
the Parties under the terms of the said agreement. Amendment No. 2
also stipulates that the provisions of Article L. 611-12 of the
Commercial Code will apply to the Protocol as well as to its
Amendments Nos. 1 and 2.
Per the Parties’ request, the President of the
Paris Commercial Court issued on 27 March 2020 an order
establishing the Restructuring Agreement which, in accordance with
article L.611-8 of the French Commercial Code, is not subject to
publication and is not subject to appeal.
This judicial finding enabled the Board of
Directors of the Company, which met on 27 March, to note the
lifting of the condition precedent of the entry into force of the
Restructuring Agreement and to authorize its implementation. The
main features of the Restructuring Agreement are described in the
press release published by the Company on 2 December 2019.
The Board of Directors has notably decided
on:
- The issue of 9,163 convertible bonds
redeemable in new or existing ordinary shares of the Company or
redeemable by the Company (the “ORARs”) with a nominal value of
€1,000 each;- The free allocation to ordinary Company shareholders
of share purchase warrants exercisable until 30 June 2024
justifying an account entry the day before the Board of Directors’
meeting lifting of all the conditions precedent to the
implementation of the Conciliation Protocol, i.e. 26 March 2020,
the list of which will be determined by Euroclear.
The ORARs and share purchase warrants will be
subject to settlement-delivery on 31 March 2020, while share
purchase warrants will be admitted to trading on Euronext Paris
from their settlement-delivery under the ISIN code
FR0013484466.
Thierry Lescasse appointed Group
Executive Vice President, Finance
The Board of Directors today named Thierry
Lescasse as Ymagis Group’s Executive Vice President, Finance. He
succeeds Benoît Jacheet, whose transition mission concluded with
the completion of the Group’s financial restructuring plan. Mr.
Jacheet will remain on for several weeks to ensure a smooth
transition.
Thierry Lescasse brings with him in-depth
knowledge of and experience in the financial sector, having
previously served as a financial auditor, Chief Financial Officer
of small and mid-sized listed and non-listed companies, and as an
entrepreneur.
He began his career as a M&A financial
auditor at EY, before becoming a financial controller at Imerys.
For the past 20 years, he has led financial and managerial missions
within small and mid-sized international services and industry
groups, specializing in financial transition and transformation
operations. Mr. Lescasse is experienced in the financial
directorship of listed companies, notably Assystem and Valtech. As
an entrepreneur, he co-founded and managed the Maisons de Famille
group of high-end retirement homes and has invested in several
start-ups.
Thierry Lescasse, 61, has a master's degree in
management from Paris X Nanterre University and is a certified
chartered accountant.
COVID-19 Crisis Impact
Finally, Ymagis indicates that the 2020 figures
included in its 2 December 2019 press release will not be reached
in 2020 due to the COVID-19 pandemic. With most countries around
the world having decided to close all public places, including
cinemas, this period is expected to have a significant impact, both
directly and indirectly, on the Group's revenue and earnings
throughout 2020. Given this situation, Ymagis intends to make use
of all the systems put in place by the public powers in France, as
in the other countries where the Group has a foothold, to
allow it to minimize the impact of this crisis and guarantee the
continuity of the Group's business activities. A more precise state
of affairs will be drawn up in several weeks, at the conclusion of
this exceptional crisis.
Jean Mizrahi, Ymagis Group President and CEO,
states: "We are preparing to face an entirely new economic climate
as a result of the COVID-19 pendemic, which is severely impacting
the cinema sector, as with many other segments of the global
economy. In this context, the completion of the transactions
provided for in our agreements with our financial partners will
allow us to go into this period with a much more solid financial
standing. With Benoît Jacheet's transition management mission
coming to an end, the arrival of Thierry Lescasse, whose solid
experience will be of great benefit to the Group, will help us meet
the challenges that will arise in the coming weeks. I would like to
thank Benoît for the crucial work he carried out during the past
year, which has enabled us to take this decisive next step. I trust
in the commitment and courage of the Group's employees and the
CinemaNext, Eclair and Illucity subsidiaries to face the coming
months with the same solidarity they showed during an already
difficult period for the Group this past year. Together, we will be
able to get through this crisis and pursue our policy of
innovation, creativity and daring."
Trading of Ymagis shares to resume on 30
March 2020
As requested by the Company, trading on Ymagis
shares (ISIN FR0011471291 MAGIS) was suspended on 24 March 2020.
The Company has requested Euronext Paris to resume trading on its
shares on its stock exchange effective as of Euronext Paris market
opening on 30 March 2020.
Next press release: 24 April 2020 –
Full-Year 2019 Earnings
ABOUT YMAGIS GROUPYmagis is a European leader in
advanced digital technology services for the cinema industry.
Founded in 2007, the Group is headquartered in Paris and has
offices in 22 countries with 750 employees. Our core business is
structured around four main units: CinemaNext (exhibitor services:
sales and field services, software solutions, customer
service/NOC), Eclair (content services: postproduction, theatrical
delivery, digital distribution, versioning and accessibility,
restoration and preservation), Virtual Print Fee (VPF) for finance
solutions and other activities (Virtual Reality). For more
information, please visit www.ymagis.com YMAGIS is listed on
Euronext Paris and is part of the CAC Small, CAC Mid and Small and
CAC All-Tradable indices. |
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