Further information released about the Frozen Summer Fun festival

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Disneyland Paris has released further information about this years Frozen themed summer festival Frozen Summer Fun.

From June 1st to September 13th 2015, the magic of Frozen falls on the Disneyland Park. Keep your eyes peeled for Elsa and Anna as they glide around the Park in a twinkling carriage, before joining them and Olaf to sing your favourite Frozen songs in a live, interactive Frozen Sing-along that’s sure to melt your heart!

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Get ready to welcome Elsa and Anna in A Royal Welcome

Ready your cameras for Elsa and Anna, as their sparkly horse-drawn carriage rolls through the streets of Disneyland Park. With a wave and a smile, the dazzling sisters will pose for photos in what is the coolest of royal occasions

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New! Sing the famous songs with the coolest Characters in a live Frozen Sing-along

Warm up your vocals for an interactive sing along you’ll never let go. Live on stage at the Chaparral Theater located in Frontierland.  Elsa, Anna and Olaf will lead you through some of Frozen favourite songs, whilst more icy Frozen fun waits to be discovered just round the corner.

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Don’t miss Frozen Characters in Disney Magic on Parade!

Keep your eyes peeled for Elsa, Anna and Olaf gliding their way through Disneyland® Park in this colourful musical parade. The Frozen scene is an icy wonder and another chance to catch Characters at their sparkling best

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Let it glow with Frozen in Disney Dreams!

Gaze in wonder as Elsa, Anna and Olaf add a touch of Frozen magic to Disney’s award-winning* night time spectacular, where colourful flying Characters, fireworks and lasers illuminate Sleeping Beauty Castle

Source: Disneyland Paris

Documents pertaining to the mandatory tender offer launched by The Walt Disney Company.

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The following documents were published yesterday (20 February 2015)  pertaining to the mandatory tender offer in cash on all of the Euro Disney S.C.A.’s shares launched by subsidiaries of The Walt Disney Company.



Euro Disney S.C.A. announces the final completion of its capital increases.

This article is not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan.

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Euro Disney S.C.A. has announced the final completion of its capital increases carried out within the framework of the implementation of the proposal of recapitalization and debt reduction of the Euro Disney group announced on October 6, 2014

(Marne-la-Vallée, February 20, 2015) Euro Disney S.C.A. (the “Company”), parent company of Euro Disney Associés S.C.A., operator of Disneyland® Paris, announced today the final completion of its capital increase with shareholders’ preferential subscription rights maintained (the “Rights Offering”) and of its two capital increases without preferential subscription rights reserved for Euro Disney Investments S.A.S. (“EDI S.A.S.”) and EDL Corporation S.A.S. (“EDLC S.A.S.”), two indirect wholly-owned subsidiaries of The Walt Disney Company (the “Reserved Capital Increases”, together with the Rights Offering, the “Company’s Capital Increases”).

The characteristics of the Company’s Capital Increases have been described in detail in the securities note that is part of the prospectus approved by the Autorité des marchés financiers (“AMF”) under visa number 15-021 on January 14, 2015 (the “Prospectus”).

The completion of the Company’s Capital Increases occurred within the framework of the implementation of the proposal of recapitalization and debt reduction of the Euro Disney group (the “Group”) announced on October 6, 2014, which is aimed at improving the Group’s financial position and enabling it to continue investing in Disneyland Paris so as to improve the guest experience (the “Proposal”).

The subscription by EDI S.A.S. and EDLC S.A.S., by way of set-off against receivables, to the Reserved Capital Increases for a total amount of €492 million (including issue premium), by issuance of 393,600,000 new ordinary shares at a price of €1.25 per share, occurred today, following implementation of the Rights Offering amounting to €350,788,410, the results of which were announced by the Company on February 17, 2015.

As a result of the Company’s Capital Increases, the settlement and delivery of which is scheduled today, 744,388,410 new ordinary shares were issued and admitted to trading on Euronext Paris today.

Following completion of the Company’s Capital Increases, EDL Holding Company LLC (“EDL Holding”), EDI S.A.S. and EDLC S.A.S., now own 566,675,030 Company’s shares, representing 72.34% of the Company’s share capital and voting rights.

Pursuant to legal and regulatory provisions, as a consequence of the increase of their shareholding in the Company’s share capital, EDL Holding, EDI S.A.S. and EDLC S.A.S., acting in concert (the “Bidders”), will be required to initiate a tender offer on all of the Company’s shares they do not already own as of today (the “Mandatory Tender Offer”). As a consequence, BNP Paribas, acting as presenting bank, will proceed today with the filing of the Mandatory Tender Offer with the AMF, on the behalf of the Bidders. The draft offer document (projet de note d’information) prepared by the Bidders (the “Draft Offer Document”), as well as the draft response document (projet de note en réponse) prepared by the Company (the “Draft Response Document”), both of which will be filed today with the AMF in the context of the Mandatory Tender Offer, will be made available on the Group’s website.

Following completion of the Mandatory Tender Offer, and in order to give the Company’s shareholders the possibility not to be diluted as a result of the Reserved Capital Increases, EDI S.A.S. and EDLC S.A.S. will offer, subject to specific conditions, to individuals or legal entities (other than EDL Holding, EDI S.A.S. and EDLC S.A.S.) having the status of Company’s shareholder at each of the three following dates (i) on the last trading day preceding the opening of the subscription period of the Rights Offering (i.e., on January 16, 2015), (ii) on the settlement and delivery date of the Company’s Capital Increases (i.e., today) and (iii) on the trading day immediately following the date of publication of the results of the Mandatory Tender Offer, the opportunity to acquire a portion of the shares subscribed by EDI S.A.S. and EDLC S.A.S. within the framework of the Reserved Capital Increases (the “Right to Acquire Company’s Shares”). The conditions for allocating and exercise of the Right to Acquire Company’s Shares are described in detail in the Prospectus.

Information to the public

For more information on the Proposal, please refer to the press releases issued by the Company on October 6, 2014, on January 14, 2015 and on February 17, 2015 which are available on the Group’s website (http://corporate.disneylandparis.com).

The Prospectus is available free of charge at the Company’s registered office, 1 rue de la Galmy – 77700 Chessy, on the above mentioned Group’s website, as well as on the AMF’s website (www.amf-france.org).

The Draft Offer Document, as well as the Draft Response Document will be made available free of charge, following their respective filing today with the AMF, at the Company’s registered office, on the above mentioned Group’s website, as well as on the above mentioned AMF’s website.

Euro Disney S.C.A. announces the results of its capital increase.

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

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Euro Disney S.C.A. has announced the results of its capital increase with shareholders’ preferential subscription rights maintained, carried out within the framework of the implementation of the proposal of recapitalization and debt reduction of the Euro Disney group announced on 6 October 2014.

(Marne-la-Vallée, February 17, 2015) Euro Disney S.C.A. (the “Company”), parent company of Euro Disney Associés S.C.A., operator of Disneyland® Paris, announced today the results of its capital increase with shareholders’ preferential subscription rights maintained (the “Rights Offering”). The characteristics of the Rights Offering have been described in details in the securities note that is part of the prospectus approved by the Authorité des marchés financiers (“AMF”) under visa number 15-021 on January 14, 2015 (the “Prospectus”).

The Rights Offering was implemented as part of the implementation of the proposal of recapitalization and debt reduction of the Euro Disney group (the “Group”) announced on October 6, 2014, which is aimed at improving the Group’s financial position and enabling it to continue investing in Disneyland Paris so as to improve the guest experience (the “Proposal”).

The gross proceeds of the Rights Offering amounted to €350,788,410, corresponding to the issuance of 350,788,410 new ordinary shares of a nominal value of €1.00 each.

At the end of the subscription period, which was opened from January 19, 2015 to February 6, 2015 (included), the subscription rate was 94.86%, corresponding to 332,755,740 new Company’s ordinary shares subscribed upon exercise of their preferential subscription rights by rights holders. Pursuant to its unilateral backstop undertaking, EDL Holding Company LLC (“EDL Holding”), the main shareholder of the Company and an indirect wholly-owned subsidiary of The Walt Disney Company (“TWDC”), has subscribed to all shares issued as part of the Rights Offering that were not subscribed by other holders of preferential subscription rights, on an irreducible basis, corresponding to 18,032,670 new ordinary shares. In that respect, it is specified that EDL Holding also exercised all of the preferential subscription rights attached to the 15,504,236 Company’s shares it owned on the last trading day preceding the opening of the subscription period of the Rights Offering. Therefore, EDL Holding subscribed for a total number of 157,570,794 Company’s shares within the framework of the Rights Offering.

In the context of implementation of the Proposal, the Company will also carry out two capital increases reserved to Euro Disney Investments S.A.S. (“EDI S.A.S.”) and EDL Corporation S.A.S. (“EDLC S.A.S.”), which are two indirect wholly-owned subsidiaries of TWDC, for a total amount of €492 million (including issue premium), by issuance of 393,600,000 new ordinary shares at a price of €1.25 per share (the “Reserved Capital Increases”, together with the Rights Offering, the “Company’s Capital Increases”). The characteristics of these Reserved Capital Increases, which will be subscribed by EDI S.A.S. and EDLC S.A.S. on February 20, 2015, have also been detailed in the Prospectus.

The settlement and delivery of the new ordinary shares issued in the context of the Rights Offering and the Reserved Capital Increases, as well as their admission to trading on Euronext Paris, will occur on February 20, 2015 (the “Settlement and Delivery Date”).

Following completion of the Company’s Capital Increases and pursuant to legal and regulatory provisions, EDL Holding, EDI S.A.S. and EDLC S.A.S., acting in concert, will be required, as a consequence of the increase of their shareholding in the Company’s share capital, to initiate on the Settlement and Delivery Date a tender offer on all of the Company’s shares they will not already own on this date (the “Mandatory Tender Offer”).

Following completion of the Mandatory Tender Offer, and in order to give the Company’s shareholders the possibility not to be diluted as a result of the Reserved Capital Increases, EDI S.A.S. and EDLC S.A.S. will offer, subject to specific conditions, to individuals or legal entities (other than EDL Holding, EDI S.A.S. and EDLC S.A.S.) having the status of Company’s shareholder at each of the three following dates (i) on the last trading day preceding the opening of the subscription period of the Rights Offering (i.e., on January 16, 2015), (ii) on the Settlement and Delivery Date and (iii) on the trading day immediately following the date of publication of the results of the Mandatory Tender Offer, the opportunity to acquire a portion of the shares subscribed by EDI S.A.S. and EDLC S.A.S. within the framework of the Reserved Capital Increases (the “Right to Acquire Company’s Shares”). The conditions for allocating and exercise of the Right to Acquire Company’s Shares are described in detail in the Prospectus.

Information to the public

For more information on the Proposal, please refer to the press releases issued by the Company on October 6, 2014 and on January 14, 2015, which are available on the Group’s website (http://corporate.disneylandparis.com). The Prospectus is available free of charge at the Company’s registered office, 1 rue de la Galmy – 77700 Chessy, on the above mentionned Group’s website, as well as on the AMF’s website (www.amf-france.org).

St Davids Welsh Festival Schedule 2015

Welsh Festival 2014Disneyland Paris has released the schedule for this years St Davids Welsh festival which will be held at the park on 7 March 2015.

Meet and Greet with your Disney Character Friends
Cottonwood Creek Ranch – Frontierland
10:30, 12:00, 14:30, 15:15

Face Painting
Cottonwood Creek Ranch – Frontierland
10:30 to 18:30

Disney Performing Arts OnStage Programme
The Chaparral Theater – Frontierland 
Performances by Welsh amateur groups
11:40, 12:40, 15:40

Aelwyd y Waun Ddyfal Choir 
The Chaparral Theater – Frontierland
The  choir will perform a repertoire of traditional and popular songs including a Disney Medley created  in 2014 with special participation from the Urdd Welsh National Eisteddfod.
12:00, 13:00, 16:00

Welsh Pre-parade
Parade Route
17:00

St David’s Fireworks
Disney Dreams!
21:55

Extension to the temporary closure of Salon Mickey

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As a result of the recent bad weather conditions over the latest few weeks, the reopening of Salon Mickey has been postponed to Monday 2nd March 2015 at 9 a.m.

The Salon Mickey shareholders lounge has been closed since 12 January  due to  rehabilitation work being  carried out on the paving between the  Disneyland Hotel and the entrance of the Salon Mickey.

Salon Mickey was was due to re-open this week on 13 February.

Invesco Ltd sells it’s 6% stake in Euro Disney S.C.A.

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The AMF – Autorité des Marchés Financiers (Financial Markets Authority) has today reported that Invesco Ltd has sold it’s 6% stake in Euro Disney S.C.A. and no longer holds any shares in the company.

Invesco Ltd  acquired its shares in Euro Disney S.C.A.  on the secondary market and doubled its holding during the past few years. In 2012 Invesco held 2.7% of Euro Disney and  then it increased it’s stock to 4.3%.  In  September 2014 it was announced that Invesco held 6% of Euro Disney S.C.A.

Source: AMF and APPAED

For French investors, a Euro Disney nightmare

Reuters published the below special report today (Monday 2 February 2015)  on the Euro Disney S.C.A. recapitalization.


Special Report: For French investors, a Euro Disney nightmare
by By Nicholas Vinocur and Alexandria Sage
(Edited by Simon Robinson and Sara Ledwith)

(Reuters) – When Edith Zemirou bought Euro Disney stock two decades ago, she expected a decent return and her own small share in Mickey Mouse magic.

In 1989, the Walt Disney Company announced a public share offering of its young European arm. It was the continent’s largest-ever IPO to that point and analysts said Euro Disney stock promised “good long-term returns.”

Zemirou bought in, and has regretted it ever since. Her original 1992 investment would have lost 95 percent of its value by now. “It’s too bad they didn’t give us paper share certificates,” said the grandmother and former high school principal, who still has 100 shares worth about 3 euros ($3.4)each. “At least we could have framed them, as souvenirs.”

Zemirou says she feels duped. She heads Euro Disney’s investor club (APEAD) and is one of 1,000 or so investors who are furious at the way Euro Disney, which is raising fresh capital in the face of insolvency, has been run. The Paris-listed firm has recorded losses in 16 of its 23 years, despite owning Europe’s top tourist destination with about 14 million visitors per year.

Euro Disney managers say the firm has struggled because initial projections were too optimistic and the park borrowed too heavily. They also blame a lack of visitors, Europe’s weak economy and, in many years, guests who spend too little on food and merchandise.

Shareholders do not dispute there are difficulties, but point to another factor: U.S.-based Walt Disney Company, which owns 40 percent of Euro Disney, extracts tens of millions of euros annually from the European firm by charging it a host of fees and royalties for everything from operating a call center to the use of intellectual property.

Those charges cost Euro Disney around 10 percent of its annual revenue – too much, shareholders say, for it to become profitable. As evidence, they point out that all the years the European firm did turn a profit for shareholders were between 1995 and 2001, a period when Walt Disney Company had suspended most of its charges.

Euro Disney Chief Financial Officer Mark Stead rejects the complaint. Fees, he said, are priced at “market rates” or lower. He pointed to similar fees for Tokyo Disneyland which amount to about 7 percent of its revenue. Disney, which does not own Tokyo Disneyland, would not suspend such charges if a retailer selling its branded products fell on hard times, for instance. Why should it for Euro Disney?

But shareholders say this argument is flawed because Disney, as part-owner of Euro Disney, has a shared responsibility in the firm’s financial well-being. Yet Disney charged further fees and even raised them as Euro Disney fell on hard times.

A Disney spokeswoman said the Burbank, California-based firm had “consistently demonstrated its commitment” to supporting Euro Disney and, in addition to waiving fees in the mid-1990s, had deferred payment on some of its fees.

Multinational firms regularly shift revenue between different divisions to minimize the taxes they have to pay. In Euro Disney’s case, finance experts and shareholders argue that such transfers have been used primarily to channel revenue to one dominant shareholder over others. Those transfers, as well as management mistakes, have led to under-investment in the French theme park, some shareholders say, hurting visitors’ experience.

Broken-down rides, hotels needing renovation, long queues at restaurants and shortened opening hours have dragged down visitor satisfaction, company documents show.

Euro Disney acknowledges the need for new investment. It won shareholder approval on Jan. 13 for a recapitalization plan to cut debt, renovate the park and set it on a firmer financial footing. The Walt Disney Company, which purchased Euro Disney’s debt load from French banks in 2012, says it aims to reduce the 1.7-billion-euro debt to about 1 billion euros and improve Euro Disney’s cash position by about 250 million euros.

Virginie Calmels, head of Euro Disney’s supervisory board, told shareholders that the strategy would “finally put the firm on the path to profitability.”

But some shareholders – there are around 56,000 – no longer trust such assurances.

They are angry that the operation will give the parent company up to 82 percent in Euro Disney. In addition to Disney’s stake, 10 percent of Euro Disney’s equity is held by Saudi Prince Al Waleed bin Talal, and 6 percent by U.S. investment firm Invesco. Both declined to comment. The rest of the equity is held by small shareholders in Europe.

Under terms laid out in a letter to investors last October, Euro Disney proposes that small shareholders triple their initial investment to keep the same stake proportionally. Alternately, they can sell purchase options for new shares and make a small gain. If they do nothing, they will lose money.

“After so many years of losses the fair thing to do would be to buy everyone out at a decent price,” said shareholder Pierre-Alain Le Duc. “Instead they’re taking our shares when they are close to their all-time low and securing the rest of the park’s equity for a bargain.””Last stop, everybody off – that’s what they’re telling us.”

SHAREHOLDERS NOT THE MAIN CONCERN

The trouble at Euro Disney stems from the firm’s origins and ownership structure.

Pierre-Henri Leroy, head of the independent investment advisory firm Proxinvest, says the 1987 agreement that established Euro Disney was made to benefit Disney and the French state, whose main concern was developing a depressed agricultural region east of Paris.In this, Disney was a welcome guest. Some 55,000 jobs in the greater Paris area depend, directly or indirectly, on Euro Disney, making it the largest private employer in the Seine-et-Marne region, according to a 2012 economic study commissioned by the government. The firm has also paid 5.3 billion euros in various taxes to local and national authorities since 1992.

In return, Disney has won a foothold in Europe, a storefront for its merchandise and media properties, and prime access to 500 million consumers.

The U.S. parent company has also made money from its French adventure. Since 1992, royalty and management fees have added up to 975.69 million euros for the Walt Disney Company, according to Reuters calculations based on financial reports. Euro Disney said 285 million euros of that was not paid as of 2014, but still owed to Disney.

Add to that other Related-Party Transactions such as those for developing and building rides, other services and financial charges, and total charges reach at least 1.481 billion euros. Most of that revenue goes to other holding firms in the Netherlands, which has a tax-friendly policy for intellectual property. Disney says such services are crucial to maintain high and consistent standards at Euro Disney.

Over the same period, Euro Disney has incurred total net losses attributable to shareholders of more than 2 billion euros. As a result, it has paid no corporate taxes. Even in its profitable years, Euro Disney used “tax loss carry forwards,” which allow firms that have incurred losses to avoid taxes.

The losses were almost inevitable according to Proxinvest’s Leroy, who is not a Euro Disney shareholder but advised French investment banks and corporations on the stock.”To us it was clear from the start that this was not a good investment,” he said. “I would never have advised anyone to buy these shares because so much money was being taken out through transactions with Disney.”

An official in former Prime Minister Jacques Chirac’s government when the deal was signed said the state had imposed a shared ownership structure out of “patriotic sentiment,” and had not prioritized the protection of European shareholders.”The shareholders were not the main concern,” said Christian Cardon, mayor of Trouville in northern France and former chief of staff for then Transport Minister Pierre Mehaignerie. Disney and the government “didn’t look too closely at the financial setup. If there had been a purely private approach… with major private shareholders, things would have been different.”

WAITING TO PROFIT

The U.S. parent firm uses a corporate structure known as the “societe en commandite par actions,” or SCA. This set-up, used by a handful of firms in France, allows Disney to manage Euro Disney via a 100-percent-owned subsidiary. It charges what Leroy and others call “enormous” fees for Related-Party Transactions including royalties, management, development, maintenance and other services.

These services are not only expensive, but sometimes inefficient, shareholders say. Maintenance and upgrades cannot be performed on most Disney-themed rides, hotels and restaurants, without using Disney-controlled businesses. Shareholder Le Duc cited the example of a hotel inside Disneyland Paris. Staff there were unable to open windows because they had lost their only keys; replacements had to be ordered from the United States.

All the fees add up to around 10 percent of Euro Disney’s revenue. And that’s set to climb even further. As part of Euro Disney’s turnaround plans, one of those charges, the management fee, will rise to 6 percent on Oct. 1, 2018 from 1 percent now. Disney says this will restore it to originally planned levels.

Euro Disney Chief Financial Officer Stead said Euro Disney shareholders were aware of its fees and charges which had “always been disclosed.”

It is not uncommon for parent firms to charge their subsidiaries such fees. Disney says its royalty and management fees are priced at market rates and less than what’s charged by some other sellers of intellectual property. But some theme parks pay much less. Merlin Entertainments, which operates the Legoland park near London, for instance, paid Lego fees and royalties of around 2 percent in 2011 and 2012.

Euro Disney shareholders complain that they have held on to their stock because of repeated assurances from management that it will become profitable in the medium-term. In 2012, CEO Philippe Gas said Euro Disney was “setting the stage for sustained long-term profitability.”

When Supervisory board chief Virginie Calmels and CEO Tom Wolber presented the rescue plans in Paris this month – Calmels said Euro Disney will finally turn a profit in 2019 – guests hectored them with shouting and accusations.

TROUBLING?

Shareholders also point to the fact that Euro Disney made money during the years Disney suspended Related-Party Transactions payments as evidence that the fees are an important cause of the theme park’s losses.

Euro Disney faced its first financial crisis just two years after opening. Walt Disney Company suspended royalty fees between 1994 and 1998, before reinstating them at half the normal rate until 2004. The firm’s profitable years came during this period. Euro Disney warned in its 1995 financial report that reinstating full payment of royalties and management fees would “have a significant impact on the Group’s results of operations.”

That prediction came true. Euro Disney plunged back into the red in 2002, soon after an investment in a second park, Walt Disney Studios. The second financial crunch led to a capital-raising operation in 2004.

At that point, “they should have said: ‘either we stop these fees, or we buy back everyone’s shares at a decent price.’ But instead of that they are coming back for more money,” said Leroy. “Investors have already lost their underwear. I find it troubling.”

A Disney spokeswoman said further deferring or waiving fees would not have substantially improved Euro Disney’s liquidity situation.

Moez Bennouri, a finance professor at Rouen Business School, said one problem is that auditors often struggle to determine the market value of Related-Party Transactions. In Euro Disney’s case, all but one financial analyst has given up reporting regularly on the stock. The last to do so, financial services firm Oddo Securities, works for Euro Disney to help ensure investors can trade in the company’s shares.

A spokeswoman for Oddo said there is a Chinese wall between its brokerage and corporate finance sections.