PRESS RELEASE
RESULTS
OF THE CAPITAL INCREASE WITH
SHAREHOLDERS’
PREFERENTIAL SUBSCRIPTION RIGHTS FOR
AN
AMOUNT OF APPROXIMATELY EUR 330 MILLION
Paris (France), 16
September 2020 – Technicolor (Euronext Paris:
TCH; OTCQX: TCLRY) (the "Company") announces today
the results of its capital increase with shareholders' preferential
subscription rights (the "Rights Issue") via the
issuance of 110,738,255 new ordinary shares (the “New
Shares“) at a unit price of 2.98 euros, including the
issue premium, i.e. 329,999,999.90 euros. The transaction was
launched on 7 August 2020 as part of the accelerated financial
safeguard plan of the Company approved by the Paris Commercial
Court on 28 July 2020 (the “Safeguard Plan”).
The number of New Shares subscribed on an
irreducible basis (à titre irréductible) and reducible basis (à
titre réductible) amounts to 20,039,121 shares representing 18.10%
of the Rights Issue and will be fully allocated, it being specified
that in accordance with its subscription commitment, BPI
subscribed, on an irreducible basis (à titre irréductible), for
8,370,251 New Shares (i.e. approximately € 25 million).
In accordance with the terms of the Safeguard
Plan and with the provisions of article L. 225-134 of the
French Commercial Code, the holders of 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”) will subscribe for the unsubscribed
portion of the Rights Issue (i.e. 90,699,134 New Shares
representing 81.90% of the Rights Issue) by way of set-off against
their Claims for an aggregate amount (issue premium included) of
EUR 270,283,419.32.
Settlement and delivery
The settlement-delivery and admission to trading
of the New Shares is scheduled for 22 September 2020. The New
Shares will be immediately assimilated to the existing shares of
the Company and will be traded on the same quotation line under the
same ISIN code FR0013505062.
Concurrently with the settlement and delivery of the New Shares,
the Company will also proceed with:
- the settlement and delivery of a capital increase with
cancellation of the shareholders' preferential subscription right
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”);
- the delivery to the New Money lenders, in consideration of
their contribution to the Group of a sum equivalent to
approximately EUR 420 million (net of costs and commissions) (the
“New Money”), of 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 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 but before the exercise of the Shareholder
Warrants (as this term is defined below); and
- the delivery to all the Company's shareholders, registered in
account on 7 August 2020, of 15,407,114 free warrants (the
“Shareholders Warrants“), on the basis of one (1)
Shareholders Warrant for one (1) existing share, five (5)
Shareholders Warrants giving the right to subscribe for four (4)
new shares for a 4 year period, 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. The Shareholders Warrants shall be admitted to trading
on Euronext Paris as from 22 September 2020 under the ISIN code
number FR0013526225.
A further press release from the Company will be
published following the completion of the above settlement and
delivery operations in order to provide the new shareholding
structure of the Company.
Public Information
The issue of the New Shares and of the
Shareholders Warrants as well as the admission to trading on the
regulated market of Euronext Paris of the shares issued in the
context of the Rights Issue, the Reserved Capital Increase and the
shares to be issued upon exercise of the Shareholders Warrants and
the New Money Warrants were the subject of a prospectus having
received approval number 20-343 from the AMF dated 10 July 2020
(the “Prospectus”), and 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
20 under number D.20-0317-A01 (the “Amendment”)
and (iii) a securities note (including the summary of the
Prospectus) dated 10 July 2020 (the “Securities
Note“) and (iv) the supplement to the Prospectus having
received approval number 20-378 from the AMF on 4 August 2020 (the
"Supplement") and incorporating by reference the
Half-Year Financial Report of the Company as of 30 June 2020 filed
with the AMF on 30 July 2020.
Copies of the Prospectus are available free of
charge at the registered office of Technicolor, 8-10 rue du Renard
- 75004 Paris, on the Company's website (www.technicolor.com) as
well as on the AMF website (www.amf-france.org).
The Company draws the public's attention to the
risk factors described in section 3.1 of chapter 3 of the Universal
Registration Document forming part of the Prospectus, in section 2
of the Amendment to the Universal Registration Document and in
chapter 2 of the Securities Note.
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 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 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.
About
Technicolor:
www.technicolor.com
Technicolor shares are admitted to
trading on the regulated market of Euronext Paris (TCH) and are
tradable in the form of American Depositary Receipts (ADR) in the
United States on the OTCQX market (TCLRY).
Investor Relations
Christophe le Mignan: +33 1 88 24 32 83
Christophe.lemignan@technicolor.com
- 09-16-2020_Result of the right offering_VUS