Euro Disney S.C.A. announces implementation of the recapitalization proposal.

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Euro Disney S.C.A. published the following announcement today regarding the implementation of the recapitalization proposal that was approved by shareholders at the AGM on  Tuesday.  The full Press Release and a Summary of the Prospectus can be found here.

The following article is not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan.

This document is an advertisement and not a prospectus for the purposes of the Prospectus Directive (2003/71/EC, as amended) and investors in the European Economic Area should not subscribe for or purchase any transferable securities referred to in this document except on the basis of information contained in the Prospectus (as defined below) approved by the Autorité des marchés financiers (the “AMF”) on January 14, 2015 and published in accordance with the Prospectus Directive as implemented in France, and in the case of the United Kingdom, passported. Copies of the Prospectus are available free of charge at Euro Disney S.C.A.’s registered office, 1 rue de la Galmy – 77700 Chessy, France, on Euro Disney S.C.A.’s website (http://corporate.disneylandparis.com), as well as on the AMF’s website (www.amf-france.org). Additional documents relating to the transactions that will be implemented will also be available on Euro Disney S.C.A.’s website (http://corporate.disneylandparis.com).

Euro Disney S.C.A. announces the launch of its capital increases as part of the implementation of the proposal for recapitalization and debt reduction of the Euro Disney group announced on October 6, 2014, which is aimed at enabling the Euro Disney group to continue investing in the guest experience.

Euro Disney S.C.A. announces the launch of a rights offering for an amount of 350,788,410 euros to be subscribed in cash (the “Rights Offering”) and of two reserved capital increases for a total amount of 492 million euros, to be subscribed by way of set-off against receivables, reserved to two companies wholly owned by The Walt Disney Company (the “Reserved Capital Increases”).

On January 13, 2015, all the resolutions in connection with the implementation of these transactions contemplated within the framework of the proposal for recapitalization and debt reduction of the Euro Disney group (the “Proposal”) were approved by the shareholders’ general meeting of Euro Disney S.C.A.

The main characteristics of the Rights Offering are as follows:– Gross proceeds from the issuance: 350,788,410 euros.– Subscription price: 1.00 euro per new share, to be subscribed in cash.

– Subscription ratio: 9 new shares for 1 existing share.

– Subscription period: from January 19, 2015 to February 6, 2015 (inclusive).

– Undertaking by EDL Holding Company LLC (“EDL Holding”), a company wholly-owned by The Walt Disney Company (“TWDC”), to exercise all of its preferential subscription rights and, if need be, to subscribe any shares that are not subscribed by other rights holders

The main characteristics of the Reserved Capital Increases are as follows:

– Gross proceeds from the issuance: 246 million euros for each Reserved Capital Increase, i.e., combined gross proceeds from the issuance amounting to 492 million euros.

– Subscription price: 1.25 euro per new share, to be subscribed by way of set-off against receivables (following the assignment by EDI S.A.S. and EDLC S.A.S. of part of their receivables held on Euro Disney Associés S.C.A. to Euro Disney S.C.A. at face value).

– Subscription reserved to Euro Disney Investments S.A.S. (“EDI S.A.S.”) for the first Reserved Capital Increase and to EDL Corporation S.A.S. (“EDLC S.A.S.”) for the second Reserved Capital Increase.

Following completion of the Rights Offering and the Reserved Capital Increases, the shareholders of Euro Disney S.C.A. will have the opportunity to tender their shares in the mandatory tender offer that TWDC’s subsidiaries will be required to launch pursuant to legal and regulatory provisions (the “Mandatory Tender Offer”). The price of the Mandatory Tender Offer announced in the Proposal is 1.25 euro per share.

Following completion of the Mandatory Tender Offer, EDI S.A.S. and EDLC S.A.S. will offer to each shareholder of Euro Disney S.C.A. the right to acquire, pro-rata to his shareholding, part of the Euro Disney S.C.A. shares issued to EDI S.A.S. and EDLC S.A.S. in the context of the Reserved Capital Increases, at 1.25 euro per share (the “Right to Acquire Euro Disney S.C.A. shares”). The consequence of such mechanism on EDI S.A.S. and EDLC S.A.S. if and to the extent this right is exercised by shareholders of Euro Disney S.C.A. will be the monetization of the receivables of EDI S.A.S. and EDLC S.A.S. proportionally to the exercised Rights to Acquire Euro Disney S.C.A. shares earlier than the current maturity date of those receivables.

If they do not participate in the Rights Offering or if they do not exercise their Rights to Acquire Euro Disney S.C.A. shares, shareholders will experience a dilution of their shareholding in Euro Disney S.C.A. share capital.

The AMF approved the prospectus relating to the Rights Offering, the Reserved Capital Increases and the Right to Acquire Euro Disney S.C.A. Shares on January 14, 2015 under visa no. 15-021 (the “Prospectus”). The Prospectus will be passported in the United-Kingdom on January 15, 2015.

(Marne-la-Vallée, January 14, 2015) – Euro Disney S.C.A. announces, as part of the implementation of the Proposal backed by TWDC and announced on October 6, 2014, the launch of the Rights Offering and of the Reserved Capital Increases that have been approved at its shareholders’ general meeting held on January 13, 2015 (the “Euro Disney
S.C.A. Capital Increases”).

The Euro Disney S.C.A. Capital Increases, amounting to a total of 842,788,410 euros (issue premium included), will improve the Euro Disney group’s financial position and enable it to continue investing in Disneyland® Paris.

Tom Wolber, Président of Euro Disney S.A.S., Gérant of Euro Disney S.C.A., declared: “I am very pleased to announce today the approval of all the resolutions in connection with the recapitalization plan and therefore the launch of the capital increase transactions. The deterioration in the economic climate in Europe, coupled with the Euro Disney group’s high debt level, has affected the financial performance. This recapitalization plan will improve our financial situation and restore the financial flexibility we need to pursue our long term strategy. This strengthened financial structure will enable us to continue making investments in the Resort that enhance the guest experience.”

With regards to the 350,788,410 euro Rights Offering, each shareholder of Euro Disney S.C.A. will benefit from one preferential subscription right (“PSR”) for each share registered on a securities account at the end of the trading day on January 16, 2015. The subscription of new shares will be made in cash, at a price of 1.00 euro per share and at a ratio of 9 new shares for 1 existing share, leading to the issuance of 350,788,410 new shares. The shareholders will be able to exercise their PSR and therefore participate in the Rights Offering, or sell their PSR on the market. Subscriptions will be made on an irreducible basis only, it being specified that the offer will be open to the public only in France and in the United Kingdom (after the Prospectus has been approved by the AMF, in its capacity as the competent authority in France, and published in accordance with the Prospectus Directive as implemented in France and, in the case of the United Kingdom, passported).

The subscription period of the new shares issued as part of the Rights Offering will start on January 19, 2015 and will end on February 6, 2015 (inclusive). During this period, the PSR will be listed and tradable on the regulated market of Euronext Paris.

EDL Holding, which owns 39.8% of the share capital of Euro Disney S.C.A., committed to exercise all of its PSR and has furthermore undertaken a unilateral “backstop” commitment, pursuant to which EDL Holding undertook to subscribe for all shares issued as part of the Rights Offering that have not been subscribed by holders of PSR on an irreducible basis at the end of the subscription period.

With regards to the Reserved Capital Increases, EDI S.A.S. and EDLC S.A.S. will each subscribe for 196,800,000 new shares, for a total amount of 492 million euros, issue premium included. The subscription to the new shares will be made by way of set-off against receivables, at a price of 1.25 euro per share (i.e., nominal of 1.00 euro and issue premium of 0.25 euro).

In accordance with Article 261-2 of the AMF general regulation and pursuant to the mission entrusted to it by the Supervisory Board of Euro Disney S.C.A., Ledouble S.A.S. delivered a report relating to the Reserved Capital Increases, which report was made available to the shareholders on December 26, 2014 and is appended to the securities note (note d’opération) that is part of the Prospectus.

The new shares issued in the context of the Euro Disney S.C.A. Capital Increases are ordinary shares of the same class as Euro Disney S.C.A. existing shares. The new shares will be listed for trading on Euronext Paris from February 20, 2015. They will be immediately fungible with the existing shares of Euro Disney S.C.A. already traded on Euronext Paris and will be tradable, from their listing date, on the same line as these existing shares under the same ISIN code FR0010540740.

The indicative timetable for the implementation of the Euro Disney S.C.A. Capital Increases is included in the summary of the securities note which is attached to this press release as an exhibit.

Following completion of the Euro Disney S.C.A. Capital Increases, Euro Disney Associés S.C.A., its main operating subsidiary, will implement a capital increase of 1 billion euros, which will be subscribed by its existing shareholders pro-rata to their respective ownership and which will be carried out through an increase of the nominal value of its shares. Almost all the proceeds from the Rights Offering will be used by Euro Disney S.C.A. to subscribe to this capital increase to be implemented by Euro Disney Associés S.C.A.

Mandatory Tender Offer

Immediately following completion of the Euro Disney S.C.A. Capital Increases described above, BNP Paribas acting as presenting bank will file with the AMF on behalf of EDL Holding, EDI S.A.S. and EDLC S.A.S., a Mandatory Public Offer on all of the shares of Euro Disney S.C.A. not already owned by those subsidiaries of TWDC.

The Mandatory Tender Offer will not be extended to the United States, in particular. The price of the Mandatory Tender Offer announced in the Proposal is 1.25 euro per share (the “Tender Offer Price”). The consultancy firm Ledouble S.A.S. has been appointed as an independent expert in charge of assessing the fairness of the Tender Offer Price. The Mandatory Tender Offer will also have to be declared compliant by the AMF.

Following receipt of the report from the consultancy firm Ledouble S.A.S., the Supervisory Board of Euro Disney S.C.A. will deliver a formal opinion to the shareholders of Euro Disney S.C.A. on the Mandatory Tender Offer.

Right to Acquire Euro Disney S.C.A. shares

Following completion of the Mandatory Tender Offer, EDI S.A.S. and EDLC S.A.S. will offer to each shareholder of Euro Disney S.C.A., who owns at least one Euro Disney S.C.A. share at each of the three following dates: (i) on January 16, 2015, (ii) on the date of settlement and delivery of the Rights Offering and (iii) on the date of completion of the Mandatory Tender Offer (i.e., on the trading day immediately following the date of publication of the final results of the Mandatory Tender Offer by the AMF), the right to acquire, pro-rata to his shareholding, part of the shares of Euro Disney S.C.A. issued to EDI S.A.S. and EDLC S.A.S. in the context of the Reserved Capital Increases, at a price per share of 1.25 euro, payable fully in cash.

The Right to Acquire Euro Disney S.C.A. shares will be personal to the eligible shareholders of Euro Disney S.C.A. and will be non-negotiable, non-assignable and non-transferrable. The period during which this right will be exercisable will last 30 calendar days from the 6th trading day (inclusive) following the completion date of the Mandatory Tender Offer. If not exercised, this right will automatically expire. The Right to Acquire Euro Disney S.C.A  Shares is described in detail in section 5.2 of the securities note which is part of the Prospectus. Following completion of the Mandatory Tender Offer, Euro Disney S.C.A. will issue a press release reminding eligible shareholders of the possibility to exercise this right.

Information to the public

The Prospectus approved by the AMF on January 14, 2015 under visa no. 15-021, comprised of the reference document (document de référence) of Euro Disney S.C.A. filed with the AMF under filing number D.14-1132 on December 17, 2014 and of a securities note (including a summary of the Prospectus, which is also attached to this press release as an exhibit) is available free of charge at Euro Disney S.C.A.’s registered office, 1 rue de la Galmy – 77700 Chessy, on Euro Disney S.C.A.’s website (http://corporate.disneylandparis.fr), as well as on the AMF’s website (www.amf-france.org).

Euro Disney S.C.A. draws the public’s attention to the sections relating to the risk factors described in section B.2 “Group and Parent Company Management Report”, sub-section “Insurance and Risk Factors” of its reference document and in section 2 of the securities note, and in particular to the risk factors described, together with certain mitigating factors, under the headers “Risks Related to the Group’s Borrowings” and “Risks Related to Potential Conflicts of Interest”.


Société Générale Securities Services, which is in charge of the securities and financial services of the Euro Disney S.C.A. shares, will act as centralizing institution for both the Rights Offering and the exercise of the Right to Acquire Euro Disney S.C.A. shares.

This press release must not be published, released or distributed, directly or indirectly, in the United States of America, Canada, Japan or Australia. This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in the United States of America or in any other country.

The shares of Euro Disney S.C.A. issued as part of the Euro Disney S.C.A. Capital Increases as well as the PSR may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). These shares and the PSR have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States or to a U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. Euro Disney S.C.A. does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.

In member states of the European Economic Area which have implemented Directive 2003/71/EC (as amended) (the “Prospectus Directive”) other than France and the United Kingdom given the public offers contemplated in the Prospectus, after the Prospectus has been approved by the AMF, in its capacity as the competent authority in France, published in accordance with the Prospectus Directive as implemented in France and, in the case of the United Kingdom, passported, this press release and any offer to which it relates are addressed to and directed exclusively at persons who are “qualified investors” and acting for their own account within the meaning of the Prospectus Directive and any relevant implementing measures in the relevant member state.

The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.

If implemented, the Mandatory Tender Offer described in this document would not be made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America and could only be accepted outside the United States of America.

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