Technicolor Creative Studios: availability of a prospectus approved by the French Autorité des marchés financiers under number 23-139
2023年5月3日 - 3:51AM
May 2, 2023
Technicolor Creative
Studios: availability of a
prospectus approved by the French
Autorité des
marchés financiers under number
23-139
Technicolor Creative Studios (the
“Company”), announces that the AMF gave on May 2,
2023 approval number 23-139 to its prospectus (the
“Prospectus”) made available to the public in
connection with the admission to trading on the regulated market of
Euronext in Paris of :
-
a maximum number of 2,004,500,355 new ordinary shares to be issued
in the context of a share capital increase by waiver of the
shareholders’ preferential subscription right and exclusively
reserved for the holders of receivables against the Company under
the reinstated term facilities, for a gross minimum amount,
including issuance premium, of €29,999,999.77, with a minimum unit
issuance price of €0.014966323 per new ordinary share, to be
liberated entirely by set-off of receivables (the
“Share Capital
Increase”);
-
a maximum number of 501,125,088 new ordinary shares which may be
issued upon exercise of a maximum number of 501,125,088 warrants of
the Company, to be granted, free of charge, by the Company for the
exclusive benefit of the lenders committed to providing the new
money term facilities, to be exercised at an exercise price of
€0.01 per new ordinary share, to be liberated by set-off of
receivables, (the “New Money Warrants”);
-
a maximum number of 1,503,375,266 new ordinary shares which may be
issued upon conversion of the 300,675,053 convertible notes which
may be converted into new shares, to be subscribed by the
beneficiaries of the convertible notes, by cash contribution and
set-off of receivables (the “Convertible
Notes”).
The Share Capital Increase, the issuance and
grant of the New Money Warrants and the issuance of the Convertible
Notes remain subject to the approval by the Company’s shareholders
of resolutions n°13 to 25 of the Company’s extraordinary general
meeting which will be held on May 15, 2023
(the “General Meeting”).
The completion of each of these issuances forms
an indivisible whole, such that if any could not be completed, none
of the others could then be completed.
The completion of the Share Capital Increase,
the issuance and grant of the New Money Warrants and the issuance
of the Convertible Notes is due to take place before the end of Q2
2023 and by July 31, 2023 at the latest, concurrently
with all the transactions planned at this date.
It is specified that under the terms of the
conciliation protocol signed on March 27, 2023, between the
Company, its lenders and its shareholders, approved by a judgment
of the Commercial Court of Paris dated March 29, 2023 (the
“Protocol”), the main shareholders1 of the Company
(holding together, at the date of approval of the Prospectus, 64.6%
of the share capital and exercisable voting rights of the Company),
have each committed to vote in favor of the Share Capital
Increase.
In addition, these main shareholders1 (holding
together, as of the date of approval of the Prospectus, 64.6% of
the share capital and exercisable voting rights of the Company) and
the shareholder-lenders2 (other than these main shareholders,
holding together, as of the date of approval of the Prospectus,
22.0% of the Company's share capital and exercisable voting
rights), have each committed to vote :
-
in favor of the prior share capital reduction that would be carried
out by way of a reduction of the par value of the Company's shares
from 0.50 euro (its current amount) to 0.01 euro;
-
in favor of the resolutions relating to the issuance of the
Convertible Notes (subject to the application of the obligations
not to take part in the vote on the resolutions relating to the
issuance of Convertible Notes concerning them (each for the two
resolutions that concern them) and which will therefore apply to
Vantiva, Angelo Gordon &Co. L.P.’s affiliates, Bpifrance
Participations S.A., Briarwood Chase Management LLC’s affiliates
and Barclays Bank Ireland); and
-
in favor of the issuance of the New Money Warrants.
The Prospectus consists of the universal
registration document (document d’enregistrement universel) of the
Company, approved by the AMF on April 21, 2023 under number R.
23-013, the securities note (note d’opération) (the
“Securities Note”), and the
summary of the prospectus (included in the Securities Note).
The Prospectus is available on the Company’s
website www.technicolorcreative.com (under the heading “Investors”
- “Financial information” - “Regulated Information”) and at its
corporate head office: 8-10, rue du Renard, 75004 Paris, France. It
is also available on the website of the AMF
(www.amf-france.org).
***
ABOUT TECHNICOLOR CREATIVE STUDIOS
Technicolor Creativse Studios shares are
admitted to trading on the regulated market of Euronext Paris
(TCHCS)
Technicolor Creative Studios is a creative
technology company providing world-class production expertise
driven by one purpose: The realization of ambitious and
extraordinary ideas. Home to a network of award-winning studios,
MPC, The Mill, Mikros Animation and Technicolor Games, we inspire
creative companies across the world to produce their most iconic
work.
Our global teams of artists and technologists
partner with the creative community across film, television,
animation, gaming, brand experience and advertising to bring the
universal art of storytelling to audiences everywhere.
www.technicolorcreative.com
1 These main shareholders are Vantiva S.A., Angelo, Gordon &
Co., L.P., AG International Investment Opportunities Platform Fund
I DAC, Bpifrance Participations S.A., Briarwood Chase Management
LLC, and Barclays Bank Ireland.2 These shareholder-lenders are the
other current lenders who are shareholders of the Company on the
signature date of the Procotol or on the date of the General
Meeting.
- Availability of a prospectus approved by the AMF
Technicolor Creative Stu... (EU:TCHCS)
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