Euro Disney S.C.A Fiscal Year 2016, 1st Half Results published.

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On Tuesday 10 May  2016, Euro Disney S.C.A. the operators of Disneyland Paris published their results for the first half of Fiscal Year 2016, which ended on March 31, 2016.   The high lights are below and the full results can be found here.

EURO DISNEY S.C.A.
Fiscal Year 2016 Reports First Half Results
Six Months Ended March 31, 2016


Despite the November events in Paris, revenues increased €13 million to €604 million mainly due to higher guest spending, partially offset by lower theme parks attendance.

The costs and expenses increased €54 million driven by the Group’s continued investment in the guest experience, planned labour rate inflation and incremental security costs.

The net loss increased by €65 million to (€184 million); excluding a gain recorded in the prior-year period for the early termination of a lease agreement, the net loss would have increased by €40 million.

Commenting on the results, Tom Wolber, Président of Euro Disney S.A.S., said:

“In the difficult context of the November events in Paris, we recorded a significant increase in net loss for the first semester. The strong demand we saw in the first weeks of the period and the benefit from the shift of the Easter vacation period into the second quarter for certain key markets were more than offset by the softness in visitation caused by these events.

Nevertheless, total revenues for the period increased driven by higher guest contribution and convention business.

Costs and expenses increased over the prior year, reflecting the impact of planned investments in the guest experience in preparation for next year’s 25th Anniversary celebration, labour rate inflation and additional security measures.

Although these investments will continue to weigh on our cost base and cash, we believe they are essential to the long-term success of Disneyland Paris.”

 

Seasonality

The Group’s business is subject to the effects of seasonality and the annual results are dependent on the second half of the fiscal year, which traditionally includes the high season at Disneyland® Paris. Consequently, the operating results for the First Half are not necessarily indicative of results to be expected for the full fiscal year 2016. In addition, results for the First Half have been favourably impacted by a shift in Easter vacation period from the second semester in certain of the Group’s key markets.

 

Revenues by Operating Segment

Revenues increased 2% to €600.3 million from €591.1 million in the prior-year period.
Theme parks revenues were relatively flat at €339.7 million compared to €340.4 million in the prior-year period, with a 4% decrease in attendance, offsetting a 4% increase in average spending per guest.

 
The decrease in attendance was due to fewer guests visiting from France, the Netherlands and the United Kingdom reflecting the 4-day closure of the theme parks, partially offset by more guests visiting from Spain and Germany. The increase in average spending per guest was due to higher average spending on admissions, food and beverage and merchandise.

 
Hotels and Disney Village® revenues increased 3% to €239.3 million from €232.1 million in the prior-year period. This increase resulted from a 1.0 percentage point increase in hotel occupancy, a 4% increase in revenues at Disney Village and a 1% increase in average spending per room. The increase in hotel occupancy resulted from 13,000 additional room nights compared to the prior-year period due to more guests from Spain, France and Germany, partially offset by fewer guests from the United Kingdom.

These results also reflected a higher availability of hotel room inventory after a temporary reduction related to the renovation of Disney’s Newport Bay Club®, with approximately 500 rooms out of order from November 2013 to December 2015.

Booking cancellation fees contributed to the increase in other revenues which went up €2.7 million to €21.3 million from €18.6 million in the prior-year period.


Real estate development operating segment

revenues increased by €3.5 million to €4.1 million, from €0.6 million in the prior-year period. This increase was due to higher land sale activity than the prior-year period.

Given the nature of the Group’s real estate development activity, the number and size of transactions vary from one period to the next.


Costs and Expenses

Direct operating costs increased 7% compared to the prior-year period. This increase was mainly due to costs related to the enhancement of the guest experience and labour rate inflation.

In addition, the Group incurred incremental security costs and costs associated with higher special events and real estate activities. These incremental security costs are expected to be sustained.
Marketing and sales expenses increased 6% compared to the prior-year period due to enhancements to online booking and information capabilities and incremental market segmentation efforts, as well as inflation.

General and administrative expenses increased 12% compared to the prior-year period driven by labour rate inflation as well as technology initiatives.


Net Financial Charges

Net financial charges decreased by €6.1 million compared to the prior-year period due to lower interest expense on borrowings as a direct result of the recapitalization and debt reduction plan implemented during fiscal year 2015 (the “Recapitalization Plan”).

 

Net Loss 

For the First Half, the net loss of the Group increased by €65.0 million to €183.8 million compared to €118.8 million for the prior-year period. The prior-year period included a €24.5 million gain for the early termination of a lease agreement.


Cash Flows

Cash and cash equivalents as of March 31, 2016 were €101.9 million, down €146.7 million compared with September 30, 2015.

Free cash flow used for the First Half was €144.0 million compared to €66.6 million used in the prior-year period.

Cash used in operating activities for the First Half totalled €55.4 million compared to €16.3 million used in the prior-year period. This variance resulted from decreased operating performance during the First Half, partially offset by lower working capital requirements, including a change in the timing of payment of royalties and management fees to quarterly from annually in the prior-year period, which had a positive cash flow impact.

Cash used in investing activities for the First Half totalled €88.6 million compared to €50.3 million used in the prior-year period. This cash flow was composed of investments to enhance the guest experience in preparation of the upcoming celebration of Disneyland® Paris’ 25th Anniversary and cash advances paid by the Group to Les Villages Nature de Val d’Europe S.A.S.
Cash used in financing activities totalled €2.7 million for the First Half compared to €270.7 million generated in the prior-year period. The prior-year period included net cash inflow from the Recapitalization Plan.

As of March 31, 2016, the Group still has a €350 million undrawn revolving credit line available from The Walt Disney Company (“TWDC”).

 

UPDATE ON RECENT AND UPCOMING EVENTS

Catherine Powell named Président of Euro Disney S.A.S.

On April 12, 2016, the Company announced the nomination of Catherine Powell to assume the responsibilities of Président of Euro Disney S.A.S., effective in July.

Catherine Powell replaces Tom Wolber, who will return to the United States to take on operational responsibilities of Disney Cruise Line at a critical time for that business. Disney recently announced it is adding two additional ships to the Disney Cruise Line fleet. In the meantime, Tom and Catherine will transition the responsibilities to ensure continued commitment to the Group’s long term strategic priorities.

For further information, please refer to the press release available on the Company’s website.

 

Continued Investment in Guest Experience

In February 2016 the Group launched The Forest of Enchantment: A Disney musical adventure in the Disneyland® Park. In this new show, Disney characters star live on stage, performing songs from legendary films and inviting the audience to discover new worlds as if turning the pages of a book.

In addition, the Frozen Sing-along show will return in June at the Disneyland Park and a new production, Mickey and the Magician, will launch at the Walt Disney Studios® Park in July.

During the First Half, the Group completed the renovation of Disney’s Newport Bay Club® increasing its standard to a 4-star hotel. The Group continued the implementation of an ambitious program to refurbish some of its major attractions in preparation of the upcoming celebration of Disneyland® Paris’ 25th Anniversary in 2017. These refurbishments included “it’s a small world”, which re-opened to the public in December 2015, as well as Big Thunder Mountain and Star Tours, which are scheduled to re-open in January 2017 and March 2017, respectively.

 

Evolution of TWDC’s Ownership in the Company’s Share Capital

Following completion of the final step of the Recapitalization Plan on November 17, 2015, EDL Holding Company, LLC, Euro Disney Investments S.A.S. and EDL Corporation S.A.S., three wholly owned subsidiaries of TWDC, together owned 600,922,335 of the Company’s shares, (including 10 shares owned by EDL Participations S.A.S., a wholly owned subsidiary of EDL Holding Company, LLC) , representing 76.71% of the Company’s share capital and voting rights.

For more information on the Recapitalization Plan, please refer to the press releases and other related documents which are available on the Group’s website .

 

DEFINITIONS

The Group operates Disneyland® Paris, which includes: the Disneyland® Park, the Walt Disney Studios® Park, seven themed hotels with approximately 5,800 rooms (excluding approximately 2,700 additional third-party rooms located on the site), two convention centers, the Disney Village® , a dining, shopping and entertainment center, and golf courses. The Group’s operating activities also include the development of the 2,230-hectare site, half of which is yet to be developed. Euro Disney S.C.A.’s shares are listed and traded on Euronext Paris.

EBITDA corresponds to earnings before interest, taxes, depreciation and amortization. EBITDA is not a measure of financial performance defined under IFRS, and should not be viewed as a substitute for operating margin, net profit / (loss) or operating cash flows in evaluating the Group’s financial results. However, management believes that EBITDA is a useful tool for evaluating the Group’s performance.

Free cash flow is cash generated by operating activities less cash used in investing activities. Free cash flow is not a measure of financial performance defined under IFRS, and should not be viewed as a substitute for operating margin, net profit / (loss) or operating cash flows in evaluating the Group’s financial results. However, management believes that Free cash flow is a useful tool for evaluating the Group’s performance.

Theme parks attendance corresponds to the attendance recorded on a “first click” basis, meaning that a person visiting both parks in a single day is counted as only one visitor.

Average spending per guest is the average daily admission price and spending on food, beverage and merchandise and other services sold in the theme parks, excluding value added tax.

Hotel occupancy rate is the average daily rooms occupied as a percentage of total room inventory (total room inventory is approximately 5,800 rooms).

Average spending per room is the average daily room price and spending on food, beverage and merchandise and other services sold in hotels, excluding value added tax.

 

 

 

 

 

 

Catherine Powell named Président of Euro Disney S.A.S replacing Tom Wolber

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Euro Disney S.C.A. today announced the nomination of Catherine Powell to the position of Président of Euro Disney S.A.S., the management company of both Euro Disney S.C.A., the holding company, and Euro Disney Associés S.C.A., the operator of Disneyland® Paris.

Catherine Powell will replace  Tom Wolber, who will return to the United States to take on operational responsibilities of the Disney Cruise Line.

“We are thrilled to welcome Catherine to Disneyland Paris,” said Karl Holz, president of New Vacation Operations and Disney Cruise Line. “Catherine has held a variety of senior leadership roles throughout the world for Disney, including in Australia and Europe, and has proven to be an exceptional leader who has the versatility and experience needed to lead the continued success of Disneyland Paris.”

Powell replaces Tom Wolber, who will return to the United States to take on operational responsibilities of Disney Cruise Line at a critical time for that business. Disney recently announced it is adding two additional ships to the Disney Cruise Line fleet. “Tom’s knowledge of shipbuilding is unparalleled, as he previously oversaw a number of complex expansion projects including the successful launches of the Disney cruise ships the Disney Wonder, Disney Dream and Disney Fantasy.

We are grateful for his many contributions in Paris and are anxious to have him back at the Cruise Line to oversee our latest expansion,” said Holz. “On behalf of my fellow Supervisory Board members, I would like to thank Tom for his thoughtful leadership of Euro Disney and his dedication to the resort, its Cast Members and all of the Guests who have visited Disneyland Paris,” said Virginie Calmels, chairman of Euro Disney Supervisory Board. “We are excited to welcome Catherine back to Europe and especially to Euro Disney and look forward to her continued success in her new role.”

Catherine Powell will begin her new assignment in July 2016. In the meantime, Tom and Catherine will transition the responsibilities to ensure continued commitment to the company’s long-term strategic priorities.

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British expat Catherine who studied at Oxford University currently serves as the company’s Managing Director for Australia and New Zealand and has more than 12 years of experience in global roles throughout Europe, the Middle East and Asia. In her most recent role, she has been responsible for leading all of Disney’s business divisions, overseeing global franchises, and expanding existing and new business in the region.

Powell previously led the Media Distribution division of The Walt Disney Company in Europe, Middle East and Africa. Previously, she served as Disney Media Distribution’s senior vice president, Sales – UK, Ireland, Nordic, Benelux and Israel; and prior to that, the executive director – Sales, UK and Ireland. Before joining Disney, Catherine worked for BBC Worldwide for seven years, where she held various senior TV sales roles across territories including Central and Eastern Europe, the Middle East, Germany and Spain/Portugal.

Powell is a Disney veteran who as Senior Vice President and General manager of Disney Media Distribution for The Walt Disney Company EMEA,  pioneered a single Walt Disney Company approach to delivering content across platforms.

She set pan-regional strategies for Disney’s branded channels, content and digital distribution for movies, television programming, games, music, e-books and apps. The company said Powell has a deep understanding of all of the Walt Disney Company’s brands, including Disney*Pixar, ABC Studios, Marvel and Disney.

As Managing Director for The Walt Disney Company in Australia and New Zealand, Catherine Powell reported to the Chairman of Walt Disney International, a company with revenues of $45 billion. She is responsible for driving the company’s strategy, coordinating and leading all company business divisions, overseeing global franchises, expanding existing businesses and seeking out new business opportunities.

In her time with Disney, Catherine has been at the forefront of change. She has promoted implementation of the company’s digital strategy and ensured Disney has kept pace with the latest technical developments. Catherine understands where the media and entertainment industry is now, where it is headed and the critical intersection of content and creativity with technology and platforms.

Catherine has demonstrated consistent leadership throughout her career, rising quickly through the ranks at the BBC and The Walt Disney Company. She started at the BBC as a sales executive and, within six years was leading Sales in the Middle East and Eastern Europe, including the development of local productions within the region. Catherine then moved to Disney, leading Sales in the UK and Eire before moving on to become General Manager, Media Distribution, for the region.

Catherine has mentored many women at all stages of their careers. Half of her direct reports are women, with many of those running major commercial areas for the company. Catherine is a member of the  CEO Forum in Austrailia and regularly speaks at women-focused events in the country.

Karl L. Holz appointed to the Euro Disney Supervisory Board

 
During a meeting of the Supervisory Board of Euro Disney SCA held on 28 May 2015, the “Board”  approved the appointment of Karl L. Holz as a new  member, succeeding Thomas O. Staggs who stepped down following his promotion to Chief Operating Officer of The Walt Disney Company. 

This appointment will be submitted for ratification at the next annual Shareholders meeting of Euro Disney SCA.

Mr. Holz began his career with The Walt Disney Company’s Parks & Resorts  in 1996 and has held various leadership positions including serving as President and Chief Executive Officer of Euro Disney SAS from 2005 to 2008.

Earlier in his tenure with Disney, Holz served as senior vice president of operations at Walt Disney World Resort before being promoted to president of the Disney Cruise Line. In 2004 Holz became chief operating officer at Euro Disney SCA, and in May 2005 was promoted after André Lacroix resigned.

Born in Hinzweiler, Germany, he is married to his college sweetheart, Wendy. Both are graduates of SUNY Fredonia, class of 1973 and they have two children.

Since 2009, he has-been President of  New Vacation Operations and Disney Cruise Line for Walt Disney Parks and Resorts Worldwide.

Karl L. Holz is the current President for Disney Cruise Line as of February 14, 2009. Holz was moved back to his former role as part of the corporate merger of Disney Cruise Line and New Vacation Operations.

Holz oversees four cruise ships, the Disney Magic, Disney Wonder, Disney Dream, and the Disney Fantasy along with Disney’s private Island Castaway Cay. His responsibilities for DCL include shipboard operations, purchasing and logistics, entertainment, programming and operations integration, risk management, marine and technical operations and shoreside travel operations.

TWDC increase ownership to 78.8%

It was announced today that The Walt Disney Company now own 616,669,469 shares in Euro Disney S.C.A. taking their ownership to a record high of 78.8% of Disneyland Paris.

Company                                Shares        %

The Walt Disney Company              616,669,469   78.80
(EDL Holding Company LLC)
Kingdom Holding Company               38,976,490    4.98
(HRH Prince Alwaleed) 
Invesco Asset Management Ltd.         21,105,711    2.69
Morgan Stanley & Co International     19,627,098    2.51
Ledbury Capital Partners LLP           8,109,570    1.04
Invesco Advisers, Inc.                 4,787,207    0.61
GAM London Ltd.                        2,813,640    0.36
State Street Global Advisors Ltd.        193,515    0.18
Euro Disney S.C.A.                       584,466    0.075
Norges Bank Investment Management        516,124    0.066

GO ETF Solutions LLP                     169,206    0.022




Many thanks to  APPAED (Association des Petits Porteurs d'Actions EuroDisney) for this data.

Euro Disney shareholding as of 20 April 2015

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It’s always interesting to know the share  ownership statistics of Disneyland Paris,  so here is the latest breakdown for Euro Disney S.C.A. as of the 20 April 2015.

The major thing that jumps out at you is that The Walt Disney Company now own over 77% of Disneyland Paris.

Company                                Shares        %

The Walt Disney Company              606,275,358   77.40
Kingdom Holding Company               38,976,490    4.98
Invesco Asset Management Ltd.         21,105,711    2.69
Ledbury Capital Partners LLP           8,109,570    1.04
Invesco Advisers, Inc.                 4,787,207    0.61
GAM London Ltd.                        2,813,640    0.36
State Street Global Advisors Ltd.        193,515    0.18
Euro Disney SCA                          584,466    0.075
Norges Bank Investment Management        516,124    0.066
GO ETF Solutions LLP                     169,206    0.022

Many thanks to Edith from APPAED (Association des Petits Porteurs d’Actions EuroDisney) for this very interesting data.

 

Extension of the Euro Disney S.C.A. OPA

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Following an appeal filed on 9 April 2015 in the Paris Court of Appeal by CIMA,  the AMF – Autorité des Marchés Financiers (Financial Markets Authority) announced today in document No. 215C0446 that the Euro Disney S.C.A OPA will be extended.

The OPA was scheduled to be completed on 24 April 2015.  Pending the decision of the Paris Court of Appeal on the stay of application, the tender offer had been extended pursuant to Article 231-34 of the General Regulations.

New information will be published to shareholders to promote the modified calendar. 

Recapitalization Securities Note and Prospectus published.

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Euro Disney S.C.A. published a Securities Note and Prospectus today in relation to implementation of the recapitalization proposal that was approved by shareholders at the AGM on  Tuesday.

The Securities Note and Prospectus  can be downloaded here.  This document should be read in conjunction with the full Press Release and a Summary of the Prospectus which was also published today and can be found here.

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.

APPAED to vote against the Recapitalization Proposal.

APPAED, the Association of Small Euro Disney Shareholders has announced today, that at its General Meeting, the association decided to vote against the TWDC Recapitalization proposal that has been presented by  Euro Disney S.C.A.

The association has said “This project is not in favor of Small Shareholders who will be diluted or will have to spend a lot of money to keep the same percentage of their Capital”.

They continue “It is not possible infinitely to ask to Small Shareholders to give money without any compensation except the satisfaction to know that Euro Disney will have the money to prepare the 25th Anniversary”,  “Avoid drastic reforms in the management and/or the structure of the company”.

They are advising their members to vote No to resolutions 1, 2, 3, 11, 12, 13 and 14. And to either vote No or Abstain on resolutions 4, 5, 6, 7, 8, 9, 10, 15.

This decision by APPEAD may not prevent the recapitalization  project being approved as the association does not have the majority of the votes. But it is a way for the association and their members to express dissatisfaction with the proposal.

The Euro Disney S.C.A. AGM will be held on 13th January 2015 at Palais des Congrès, Paris.  More information about APPAED can be found on their website.

Euro Dissney SCA Third Quarter Announcement

EURO DISNEY S.C.A.

Fiscal Year 2011

Third Quarter Announcement

Nine Months Ended June 30, 2011

  • Third quarter Resort revenues increased 7% to € 344 million, reflecting higher guest spending and volume in both parks and hotels
  • Nine-month year-to-date revenues up 1% to € 903 million, reflecting a 6% increase in Resort revenues, partially offset by a € 41 million decrease in Real Estate revenues due to the sale of a significant property in the prior-year period

Euro Disney S.C.A. (the “Company”), parent company of Euro Disney Associés S.C.A, operator of Disneyland® Paris, reported today the revenues for its consolidated group (the “Group”), for the third quarter of fiscal year 2011 (the “Third Quarter”), as well as the revenues for the nine months ended June 30, 2011.

Revenues for the Third Quarter:

Third Quarter         Variance

(EUR in millions, unaudited) 2011 2010 Amount %
Theme parks 197.2 181.2 16.0 8.8%
Hotels and Disney(R) Village 137.7 129.1 8.6 6.7%
Other 9.1 12.1 (3.0) (24.8)%
Resort operating segment 344.0 322.4 21.6 6.7%
Real estate development
operating segment 0.3 50.6 (50.3) (99.4)%
Total revenues 344.3 373.0 (28.7) (7.7)%

 Revenues for the nine months ended June 30, 2011:

Nine Months

Ended June 30, Variance
(EUR in millions, unaudited) 2011 2010 Amount %
Theme parks 497.6 468.5 29.1 6.2%
Hotels and Disney(R) Village 366.0 334.3 31.7 9.5%
Other 28.2 37.1 (8.9) (24.0)%
Resort operating segment 891.8 839.9 51.9 6.2%
Real estate development
operating segment 11.7 52.5 (40.8) (77.7)%
Total revenues 903.5 892.4 11.1 1.2%

Commenting on the results, Philippe Gas, Chief Executive Officer of Euro Disney S.A.S, said:

“Our third quarter Resort revenues ended up 7% to the prior year, driven by increases in attendance, occupancy and guest spending. The growth in our Resort business for the nine months has been sufficient to compensate for the significant property sale we had in the third quarter of last year, resulting in Group revenues up 1% to last year.

In April we launched the Disney Magical Moments Festival and are thrilled to reintroduce the popular Tarzan Encounter stage show this summer. As part of this celebration, our Cast Members continue to deliver great guest service, creating those special magical moments for all our visitors.”

REVENUES BY OPERATING SEGMENT FOR THE THIRD QUARTER

Resort operating segment revenues increased 7% to € 344.0 million from € 322.4 million in the prior-year quarter.

Theme parks revenues increased 9% to € 197.2 million from € 181.2 million in the prior-year quarter, due to a 5% increase in attendance and a 4% increase in average spending per guest. The increase in attendance was driven by more guests visiting from the United Kingdom and Italy, partly offset by fewer guests visiting from France. The increase in average spending per guest was due to higher spending on admissions and food and beverage.

Hotels and Disney Village® revenues increased 7% to € 137.7 million from € 129.1 million in the prior-year quarter, due to a 5% increase in average spending per room, combined with a 1.3 percentage point increase in hotel occupancy. The increase in average spending per room was due to higher daily room rates. The increase in hotel occupancy resulted from 7,000 more room nights sold compared to the prior-year quarter, including more guests visiting from the United Kingdom and higher group activity, partly offset by fewer French guests staying overnight.

Other revenues, which primarily include participant sponsorships, transportation and other travel services sold to guests, decreased by € 3.0 million to € 9.1 million compared to € 12.1 million in the prior-year quarter. This decrease was due to lower sponsorship revenues.

Real estate development operating segment revenues decreased by € 50.3 million to € 0.3 million, compared to € 50.6 million in the prior-year quarter. This decrease was primarily due to the prior-year € 47 million sale of the property on which the Val d’Europe mall is located.

In the Third Quarter, costs and expenses remained stable compared to the prior-year period primarily as higher volume related costs, repairs and maintenance expenses and labor rate inflation were offset by reduced costs associated with lower real estate development activity.

REVENUES BY OPERATING SEGMENT FOR THE NINE MONTHS ENDED JUNE 30, 2011

Resort operating segment revenues increased 6% to € 891.8 million from € 839.9 million in the prior-year period.

Theme parks revenues increased 6% to € 497.6 million from € 468.5 million in the prior-year period, due to a 5% increase in attendance and a 1% increase in average spending per guest. The increase in attendance was primarily due to more guests visiting from France, the United Kingdom and Belgium.

Hotels and Disney Village revenues increased 9% to € 366.0 million from € 334.3 million in the prior-year period, due to a 5% increase in average spending per room, combined with a 2.9 percentage point increase in hotel occupancy. The increase in average spending per room was due to higher daily room rates and spending on food and beverage. The increase in hotel occupancy resulted from 46,000 more room nights sold compared to the prior-year period, due to more guests from the United Kingdom and France staying overnight, and higher group activity.

Other revenues decreased by € 8.9 million to € 28.2 million compared to € 37.1 million in the prior-year period. This decrease was mainly due to lower sponsorship revenues and a legal settlement gain in the prior-year period.

Real estate development operating segment revenues decreased by € 40.8 million to € 11.7 million, compared to € 52.5 million in the prior-year period. This decrease was due to the prior-year € 47 million sale of the property on which the Val d’Europe mall is located, partly offset by a greater number of transactions closed in the nine months ended June 30, 2011.

UPDATE ON RECENT  AND UPCOMING EVENTS

The Disney Magical Moments Festival was launched in April. It celebrates bringing the Disney magic to life for families and friends, giving guests even more opportunities this year to share magical Disney moments with their favorite Disney characters. This summer, the hit show Tarzan[TM]: the Encounter comes back to Disneyland® Paris.
Next Scheduled Release: Half Year Report on the Liquidity Contract in October 2011

Additional Financial Information can be found on the internet at

Code ISIN:           FR0010540740           

Code Reuters: EDL.PA
Code Bloomberg: EDL FP

The Group operates Disneyland® Paris which includes: Disneyland® Park, Walt Disney Studios® Park, seven themed hotels with approximately 5,800 rooms (excluding approximately 2,400 additional third-party rooms located on the site), two convention centers, Disney Village®, a dining, shopping and entertainment centre, and a 27-hole golf course. The Group’s operating activities also include the development of the 2,230-hectare site, half of which is yet to be developed. Euro Disney S.C.A.’s shares are listed and traded on Euronext Paris.

Press Contact                            

Laurent Manologlou                        

Tel: +331-64-74-59-50                        

Fax: +331-64-74-59-69                        

e-mail: laurent.manologlou@disney.com            

Olivier Lambert

Tel: +331-64-74-58-55

Fax: +331-64-74-56-36

Investor Relations

e-mail: olivier.lambert@disney.com

Corporate Communication

Jeff Archambault

Tel: +331-64-74-59-50

Fax: +331-64-74-59-69

e-mail: jeff.archambault@disney.com

SOURCE Euro Disney S.C.A.