NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, OR AUSTRALIA.
Results of Olympique Lyonnais Groupe's offering of bonds convertible into and/or exchangeable for new or existing shares (OCEANE) with a priority subscription period for an amount of approximately ¤24 million, due December 28th 2015
Lyon, December 23th 2010 - Olympique Lyonnais Groupe (Euronext Paris: OLG) ("OL Groupe" or the "Company") has launched on December 9th 2010 an offering of bonds convertible into and/or exchangeable for new or existing shares (OCEANE) due December 28th 2015 (the "Bonds") for a nominal amount of ¤24,032,930.46, corresponding to 3,310,321 Bonds.
With this bonds issue, the Company diversifies its sources of funding. The funds raised will be allocated to the general financing needs of the Company, notably to investments in football players and marketing developments.
During the priority subscription period, the subscription orders of the shareholders represented 2,359,183 Bonds (as stated in the Prospectus, the principal shareholders of the Company, ICMI, Pathé and OJEJ, have placed subscription orders up to their current stake, i.e. 1,131,002 Bonds for ICMI, 754,170 for Pathé and 134,500 for OJEJ).
The subscription orders under the private placement and the public offering represented respectively 235,400 and 142,819 Bonds.
All the orders having been allocated and the issue having been covered up to 82.7 % of its amount, ICMI and Pathé will subscribe, following theirs undertakings, on the delivery-settlement date and at the issue price of the Bonds, all the Bonds not subscribed at the end of the centralisation period of the subscriptions (whether in the priority subscription period, the public offering or the private placement), i.e. 572,919 Bonds; it being specified that this subscription will be equally split between ICMI and Pathé.
On the settlement-delivery date, ICMI, Pathé and OJEJ will subscribe a total number of 1,417,462, 1,040,629 and 134,500 Bonds, representing 42.82 %, 31.44 % and 4.06 % of the issue amount, respectively.
The issue date, settlement-delivery date and admission to trading of the Bonds on the regulated market of NYSE Euronext in Paris are scheduled for December 28th 2010.
This issue is lead-managed by Crédit Agricole Corporate and Investment Bank acting as Global Coordinator, Joint Lead Manager and Joint Bookrunner and by Lazard-Natixis acting as Joint Lead Manager and Joint Bookrunner.
Availability of the prospectus
A prospectus in French language, consisting of (i) OL Groupe's Document de Référence, registered with the Autorité des marchés financiers (the "AMF") on December 6th 2010 under n°R.10-078 (the "Document de Référence"), (ii) a note d'opération and (iii) a prospectus summary (included in the note d'opération), has been approved by the AMF under n°10-432 on December 9th 2010 (the "Prospectus"). Copies of the Prospectus are available on the websites of OL Groupe (www.olweb.fr) and the AMF (www.amf-france.org), as well as at Crédit Agricole Corporate and Investment Bank and Lazard-Natixis. OL Groupe draws the attention of investors to the risks factors mentioned in pages 34 to 43 of the Document de Référence and in chapter 2 of the note d'opération.
About OL Groupe
Organised around Olympique Lyonnais, the football club founded in 1950 and headed by Jean-Michel Aulas since 1987, OL Groupe has been a leader in media and sport-related entertainment in France.
The Group's innovative business model is articulated around five sources of revenue:Ticketing, Media rights, Partnerships and advertising, Brand-related revenue (derivative products, OL Images...), Player trading.
OL Groupe has 248 employees (average headcount).
For the fiscal year ended 2009/2010 (ending on June 30), business revenue amounted to ¤160 million.
Tel : +33 4 26 29 67 33
Fax : +33 4 26 29 67 13
This press release may not be distributed directly or indirectly in the United States of America, the United Kingdom, Canada, Australia or Japan.
No communication or information relating to the issuance by OL Groupe of net share settled bonds convertible into new shares and/or exchangeable for existing shares (the "Bonds") may be transmitted to the public in a country where there is a registration obligation or where an approval is required, notably in France. No action has been or will be taken outside of France, in any country in which such action would be required. The issuance or the subscription of the Bonds may be subject to legal and regulatory restrictions in certain jurisdictions: OL Groupe assumes no liability in connection with the breach by any person of such restrictions.
This press release is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 as implemented in each member state of the European Economic Area (the "Prospectus Directive").
This press release is not an offer to the public, an offer to subscribe or designed to solicit interest for purposes of an offer to the public.
The sale and purchase of the Bonds will be carried out in a private placement in France and outside of France and a public offering exclusively in France after the delivery of the approval (visa) on the prospectus by the Autorité des marchés financiers.
European Economic Area
With respect to the Members State of the European Economic Area other than France and which has implemented the prospectus directive 2003/71/ec (the "Relevant Members State"), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any relevant member state. As a result, the Bonds may only be offered in Relevant Member States:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last fiscal year; (2) a total balance sheet of more than ¤43,000,000 and (3) an annual net revenues of more than ¤50,000,000, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances which do not require the publication by OL Groupe of a prospectus pursuant to article 3(2) of the prospectus directive.
For the purposes of this paragraph, the notion of an "offer to the public of Bonds" in each of the Member States of the European Economic Area that has implemented the Prospectus Directive, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Bonds to be offered, thereby enabling an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive.
This selling restriction is in addition to any other selling restriction applicable in those Member States who have implemented the Prospectus Directive.
This press release is addressed only (i) to persons located outside the United Kingdom, (ii) to investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to people designated by Article 49(2) (a) and (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the persons mentioned in paragraphs (i), (ii), and (iii) all deemed relevant persons ("Relevant Persons"). The Bonds and, if applicable, the shares of OL Groupe to be delivered upon exercise of the Conversion rights (the "Financial Instruments ") are intended only for Relevant Persons and any invitation, offer of contract related to the subscription, tender, or acquisition of the Financial Instruments may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein.
United States of America
This press release may not be published, distributed or transmitted in the United States of America (including its territories and dependencies, any State of the United States of America and the district of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase for securities in the United States of America. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act ") and may not be offered or sold in the United States of America , except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. The Bonds will be offered or sold only outside of the United States of America in offshore transactions in accordance with Regulation S of the Securities Act. OL Groupe does not intend to register any portion of the proposed offering in the United States of America and no public offering will be made in the United States of America.
Canada, Australia and Japan
The Bonds may not and will not be offered, sold or purchased in Canada, Australia or Japan.
The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities for sale in Canada, Australia or Japan.Information réglementée
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