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:
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.
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.
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.
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).
Christophe le Mignan: +33 1 88 24 32 83