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