Lyon, 26 June 2015
Results of the standing repurchase order for holders of the bonds convertible into and/or exchangeable for new or existing shares due on 28 December 2015 (the “2015 OCEANE”)
OL Groupe (the “Company”) repurchased off-market, on 18 June 2015 following the settlement of its share capital increase of approximately €53 million and in accordance with repurchase agreements executed on 26 May 2015, the 1,417,462 2015 OCEANE held by ICMI and the 1,243,999 2015 OCEANE held by Pathé (representing all together approximately 80% of the 2015 OCEANE issued) at a price of €7.50 per 2015 OCEANE corresponding to the par value (€7.26) plus accrued interests up to 18 June 2015 (such date excluded) (€0.24) (the “Repurchase”).
Following the Repurchase and in order to ensure an equal treatment of all the 2015 OCEANE holders, the Company undertook to place a standing repurchase order on the market (the “Standing Repurchase Order”, and together with the Repurchase, the “Repurchase Transaction”). The Company placed its Standing Repurchase Order on the regulated market of Euronext in Paris from 19 June 2015 to 25 June 2015 included, i.e. during a period of five consecutive trading days, at the same price as that paid to ICMI and Pathé, i.e. €7.50 per 2015 OCEANE.
The Standing Repurchase Order ended on 25 June 2015 and enabled the Company to repurchase 97,071 2015 OCEANE, representing approximately 3% of the total number of the 2015 OCEANE initially issued, at a unit price of €7.50 per 2015 OCEANE, representing a total amount of €728,032.50.
The total number of the 2015 OCEANE repurchased by the Company pursuant to the Repurchase Transaction equals 2,758,532 2015 OCEANE representing approximately 83% of the total number of the 2015 OCEANE initially issued. As a result, the number of outstanding 2015 OCEANE is 550,082, representing approximately 17% of the total number of the 2015 OCEANE initially issued.
The 2015 OCEANE repurchased under the Repurchase Transaction will be cancelled in accordance with their terms of issuance.
Natixis is acting as dealer manager in the Standing Repurchase Order and subsequent settlements.
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer.
The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the “Prospectus Directive”).
With respect to the member States of the European Economic Area which have implemented the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State other than France. As a result, the securities may not and will not be offered in any relevant member State other than France except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member State, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.
This document may not be distributed, directly or indirectly, in or into the United States. This document is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration. The shares of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offer of its securities in the United States.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This document may not be distributed, directly or indirectly, in or into the United States, Australia, Canada or Japan.
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