OL GROUPE : OL GROUPE ANNOUNCES THE LAUNCH AND THE TERMS AND CONDITIONS OF ITS RIGHTS OFFERING FOR AN AMOUNT OF EUROS 53 MILLION AND THE REPURCHASE PRO-CEDURE OF OUTSTANDING OCEANE DUE 2015(1)

information fournie par Actusnews •27/05/2015 à 07:45

• Parity: 5 new shares for 2 existing shares;
• Subscription price: €1.60 per new share;
• Subscription period: from 28 May to 9 June 2015 inclusive;
• Capital increase supported by reference shareholders ICMI and Pathé.

Following its press release dated 4 May 2015, OL Groupe (the “ Company ” or the “ Group ”) today announces the launch of a share capital increase with shareholders' preferential subscription right (the “ Rights ”) of a gross amount of €52,965,144 and a repurchase of the OCEANE due 2015 (the “ 2015 OCEANE ”).

The transaction is supported by ICMI and Pathé, reference shareholders of OL Groupe. ICMI and Pathé committed to subscribe to the share capital increase pro rata to their respective ownership interests and take part in the repurchase of the 2015 OCEANE .

Purpose of the transaction
The proceeds will be allocated to the:

(i) refinancing of the 2015 OCEANE, in accordance with the undertakings of the Company supported by its main shareholders, on 27 June 2014, as part of the signing of the new syndicated loan of the Group; the funds will be allocated to the repurchase of the 2015 OCEANE and the repayment at maturity of the 2015 OCEANE that have not been repurchased,
(ii) development of the Group, in particular to the construction of new formation and training centres located in Meyzieu and Décines, as well as to refurbishment works and interior decoration of the Big Stadium ( Grand Stade ), and
(iii) for the balance, to the general corporate purposes of the Group.

(1) Bonds convertible into and/or exchangeable for new or existing shares issued on 28 December 2010 for an amount of €24,032,930.46, due 28 December 2015.

“ This share capital increase will permit the development of our stadium project with an unrivalled interior decoration in France and the acceleration of the implementation of the Olympique Lyonnais Park with the financing of investments in the formation and training centers which, through their modernity and mixed structure (male, female), are key strategic priorities for OL Groupe. This equipment will allow us to affirm our leading position at French, European or even global levels. This fundraising comes at a key moment when our group can capitalize on the completion of the stadium (“Grand Stade”) project and its excellent sports results which demonstrate the soundness of our strategy. It offers to all our shareholders the opportunity to participate in the development of a football club and a major entertainment group in France and in Europe ” declared Jean-Michel Aulas, Chairman and Chief Executive Officer of OL Groupe.

Main terms and conditions of the rights offering
The share capital increase will be carried out with Rights and will result in the issue of 33,103,215 new shares at a price of €1.60 per share, comprising a nominal value of €1.52 and an issue premium of €0.08, translating into gross proceeds (issue premium included) of €52,965,144.

Each Company's shareholder will be entitled to one Right per share registered in its holder's account at the close of the accounting day of 27 May 2015, 2 Rights allowing the holder to subscribe to 5 new shares by irrevocable entitlement.

Based on OL Groupe's closing share price on the regulated market of Euronext in Paris on 25 May 2015, i.e. €4.74, the theoretical value of one (1) Right amounts to €2.24 and the theoretical value of the share ex-right amounts to €2.50.

The subscription price represents a discount of 35.92 % to the theoretical value of the ex-rights price to OL Groupe's closing share price on 25 May 2015.

Subscriptions subject to reduction will be accepted but remain subject to reduction in the event of oversubscription. Any shares not subscribed through irrevocable entitlement will be distributed and allocated to the holders having submitted additional subscription orders subject to reduction.

The offer will be open to the public in France only.

Natixis is acting as Global Coordinator, Lead Manager and Bookrunner of the transaction.

Indicative timetable of the rights offering
The subscription period for the new shares will begin on 28 May 2015 and will end on 9 June 2015 inclusive. During this period, the Rights will be listed and traded on the regulated market of Euronext in Paris under ISIN code FR0012758753. Rights that are not exercised before the end of the subscription period, namely before the close of the trading day of 9 June 2015, will automatically lapse.

The settlement and delivery of the share capital increase as well as the admission to listing and trading of the new shares are expected to take place on 18 June 2015. The new shares will carry dividend rights as from 1 ^st July 2014 and will give right, as of their issue date, to all distributions decided by the Company. They will be, as from their issue date, immediately fungible with existing shares of the Company and will be traded on the same listing line under ISIN code FR0010428771.

Subscription commitments
ICMI and Pathé have committed to subscribe to the share capital increase by exercising on an irreducible basis all the Rights they will be entitled to, i.e. respectively 4,524,008 and 3,954,683 Rights allowing the subscription of 11,310,020 and 9,886,705 new shares.

Underwriting
The new shares which may be issued in connection with all the Rights attached to all the outstanding shares of the Company (excluding the new shares to be subscribed by ICMI and Pathé, in accordance with their subscription undertakings), i.e. 11,906,490 new shares, are being underwritten pursuant to an underwriting agreement concluded on 26 May 2015 between the Company and Natixis.

This agreement does not constitute a performance guarantee (“ garantie de bonne fin” ) as such term is defined in within the meaning of Article L.225-145 of the French Commercial Code.

Repurchase of the 2015 OCEANE
The repurchase of the 2015 OCEANE (the “ Repurchase ”) will consist in (i) an off-market repurchase in accordance with repurchase agreements executed on 26 May 2015, of the 1,417,462 2015 OCEANE held by ICMI and of 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 until the settlement date of this repurchase (such date excluded) (€0.24), and (ii) a standing repurchase order in the market during a period of five consecutive trading days at the same price than the one that will be paid to ICMI and Pathé in the off-market repurchase.

The repurchase of the 2015 OCEANE of ICMI and Pathé will take place after close of trading on the regulated market of Euronext in Paris on the same day than the settlement and delivery of the share capital increase, i.e. on 18 June 2015 and subject to the condition precedent of the completion of the share capital increase. In the absence of completion of the share capital increase, the Company will not proceed with the Repurchase.

The standing repurchase order will start on the trading day following the settlement and delivery date of the off-market repurchase of the 2015 OCEANE of ICMI and Pathé, i.e. on 19 June 2015 and will end on the close of the 5 ^th following trading day i.e. on 25 June 2015 (inclusive).

The 2015 OCEANE acquired in the Repurchase will be cancelled.

Natixis is acting as dealer manager in the standing repurchase order and subsequent settlements.

Disclaimer
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.