PRESS RELEASE
Technicolor Creative
StudiosShare capital reduction and reverse share split of
Technicolor Creative Studios’ shares
- Share
capital reduction through decrease of
Technicolor Creative Studio’s shares’ par
value from fifty euro
cents (€0.50) to one euro cent (€0.01)
- Reverse
share split by exchange of one
hundred (100) existing shares with
a par value of one euro cent (€0.01) for one (1) new share
with a par value of one euro (€1).
-
Publication of the reverse share
split notice in the BALO: May 31,
2023
- Start
of the reverse share
split: June 16, 2023
-
Effective date of the
reverse share split (listing of
the new shares): July 18,
2023
Paris (FRANCE), May 31,
2023 - Technicolor Creative Studios (Euronext Paris:
ticker symbol TCHCS) (the “Company”) today
announces the implementation of (i) the share capital reduction
through decrease of the shares’ par value by a decision of the
Board of Directors of May 31, 2023, adopted pursuant to the
thirteenth extraordinary resolution of the Combined General Meeting
of May 15, 2023 (the “General Meeting”) and (ii)
the reverse share split of all outstanding shares of the Company,
by decision of the Chief Executive Officer on May 30, 2023,
following the sub-delegation by the Board of Directors on May 15,
2023, adopted pursuant to the twenty-sixth extraordinary resolution
of the General Meeting.
SHARE CAPITAL REDUCTION THROUGH DECREASE
OF THE COMPANY’S SHARES’ PAR VALUE
The par value of each of the Company’s shares is
decreased from fifty euro cents (€0.50) to one euro cent (€0.01)
and the share capital is as a result reduced from two hundred
seventy-three million three hundred forty thousand nine hundred
fifty-seven euros and fifty euro cents (€273,340,957.50) to five
million four hundred sixty-six thousand eight hundred nineteen
euros and fifteen euro cents (€5,466,819.15).
This transaction is purely technical, will have
no impact on the stock price of the Company’s shares, or on the
number of shares in circulation.
As a result of this transaction, the Company’s
share capital remains composed of five hundred forty-six million
six hundred eighty-one thousand nine hundred fifteen (546,681,915)
ordinary shares.
Furthermore, the Chief Executive Officer, using
the sub-delegation granted by the Board of Directors on May 15,
2023, decided on May 30, 2023 to implement the reverse share split
of the Company’s shares, the terms of which are described
hereafter.
REVERSE SHARE SPLIT OF THE COMPANY’S
SHARES
The reverse share split will result in the
exchange of one hundred (100) existing shares with a par value of
one euro cent (€0.01) (the “Existing
Shares”) for one (1) new share with a par value of
one euro (€1) (a “New Share”).
This reverse stock-split will have no impact on
the amount of the Company's share capital, and will result in the
division of the number of outstanding shares by one hundred
(100).
Terms of the implementation of
the reverse share
split:
All the terms and conditions of the reverse
share split were decided by the Chief Executive Officer on May 30,
2023, in accordance with the Board of Directors' sub-delegation of
May 15, 2023, and are detailed in the reverse share split notice
published in the Bulletin des Annonces Légales Obligatoires (BALO)
on May 31, 2023.
Date of
the beginning of the reverse share
split: June 16, 2023, subject to completion by this date
of the share capital reduction by decreasing the shares’ par value
in accordance with the thirteenth resolution of the General Meeting
and the settlement-delivery of the new shares issued as part of the
share capital increase approved by the fourteenth resolution of the
General Meeting.
Basis of the
reverse share split: exchange of one hundred (100)
Existing Shares with a par value of one euro cent (€0.01) for one
(1) New Share with a par value of one euro (€1).
Number of Existing Shares subject
to the reverse share
split: Two billion five hundred and
fifty-one million one hundred and eighty-two thousand two hundred
and seventy (2,551,182,270) shares, each with a par value of one
euro cent (€0.01). (Subject to the absence of (i) the issuance of
stock options and/or free shares by the Company and (ii) the
exercise of such stock options).
Number of New Shares to be
issued as a result of the reverse
share split: Twenty-five million five
hundred and eleven thousand eight hundred and twenty-two
(25,511,822) shares, each with a par value of one euro (€1).
(Subject to the same reservation).
The definitive number of New Shares to be issued
as a result of the reverse share split will be recorded by the
Board of Directors or by the Chief Executive Officer at the end of
the reverse share split.
Exchange period: from June 16,
2023 to July 17, 2023.
Whole securities: the
conversion of Existing Shares into New Shares will be carried out
according to the automatic procedure (procedure d’office).
Fractional shares: shareholders
who do not hold a number of Existing Shares corresponding to a
whole number of New Shares must personally purchase or sell the
fractional Existing Shares in order to obtain a multiple of one
hundred (100) until July 17, 2023. After this deadline,
shareholders who have not been able to obtain a multiple of one
hundred (100) shares will be compensated by their financial
intermediary in accordance with articles L. 228-6-1 and R. 228-12
of the French Commercial Code and market practice.
Non-consolidated Existing Shares will be
delisted at the end of the reverse share split period.
Centralization: All
transactions relating to the reverse share split will take place
with Société Générale Securities Services, 32 rue du Champ de Tir,
CS 30812, 44308 Nantes Cedex 3, appointed as agent for the
centralization of reverse share split transactions.
In accordance with articles L. 228-6-1 and R.
228-12 of the French Commercial Code, any New Shares that cannot be
allocated individually and correspond to fractional rights will be
sold on the stock market by the account holders, and the proceeds
of the sale will be allocated in proportion to the fractional
rights of the holders of these rights.
The Existing Shares subject to the reverse share
split will be admitted to trading on the regulated market of
Euronext Paris under ISIN code FR001400BWV7, until July 17, 2023,
the last day of trading.
The New Shares resulting from the reverse share
split will be admitted to trading on the regulated market of
Euronext in Paris from July 18, 2023, the first day of trading, and
will be assigned a new ISIN code.
Adjustment of the conversion ratio
of the convertible
notes into shares and of the exercise
parity of the
warrants:
Following the reverse share split, in order to
preserve the rights of the holders of (i) the notes convertible
into shares which will be issued pursuant to the General Meeting’s
delegation and (ii) the warrants to be allocated for free pursuant
to the General Meeting’s delegation, the conversion ratio of the
convertible notes and the exercise parity of the warrants will be
subject to technical adjustments in accordance with the procedures
set out in the twenty-sixth resolution of the General Meeting and
included in the reverse share split notice published in the
Bulletin des Annonces Légales Obligatoires.
Indicative
timetable:
May 31, 2023 |
Publication of the reverse share split notice in the Bulletin des
Annonces Légales Obligatoires |
June 16, 2023 |
Start of reverse share split transactionsPossibility for
shareholders to buy and sell shares in order to obtain a number of
shares without fractional rights until July 17, 2023 |
July 17, 2023 |
Closing of the exchange period |
July 17, 2023 |
Last trading day for the Existing Shares |
July 18, 2023 |
Listing of the New Shares |
***
ABOUT TECHNICOLOR CREATIVE STUDIOS
Technicolor Creative 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
***
Investor Relations Contact:
investor.relations@technicolor.com
Corporate press:Image 7:
Technicolorcreative@image7.fr
- Share capital reduction and reverse share split of TCS
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