Availability of a prospectus relating to
this capital increase with preferential subscription right
Implementation by the Management Board of
the issuances provided for in the draft accelerated financial
safeguard plan
- Ratio: 17 new shares for 10 existing shares
- Unit subscription price: EUR 0.19 per new share
- Preferential subscription rights trading period: from February
8, 2021 to February 17, 2021 (included)
- Subscription period for new shares: from February 10, 2021 to
February 19, 2021 (included)
- Guarantee: up to 100% of the gross amount of the transaction by
the backstopping noteholders, in accordance with the accelerated
financial safeguard plan, in proportion to their respective
holdings of notes (the “Backstopping Noteholders”).
Not to be published, distributed or circulated
directly or indirectly in the United States, Australia or
Japan.
This press release is an advertisement and not
a prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017.
Regulatory News:
Launch of a capital increase with
shareholders’ preferential subscription right of approximately EUR
50 million in accordance with Europcar Mobility Group’s accelerated
financial safeguard plan and as part of Europcar Mobility Group’s
financial restructuring transactions
Europcar Mobility Group (Paris:EUCAR) (the “Company” or “EMG”)
announces today the launch of a capital increase with preferential
subscription rights (“Preferential Subscription Right”) of the
shareholders for a gross amount, including issue premium, of EUR
50,104,964.79 (the “Capital Increase with Preferential Subscription
Right”).
The Company filed an amendment to the Company’s 2019 universal
registration document with the Autorité des marchés financiers
(“AMF”) on January 12, 2021 under number D.20-0448-A01 (the
“Amendment”).
The Company also announces that, on February 4, 2021, the AMF
approved under number 21-027 the prospectus (the “Prospectus”) made
available to the public in connection with the issuance and
admission to trading on the regulated market of Euronext Paris
(“Euronext Paris”) of new ordinary shares to be subscribed in cash,
as part of a capital increase with shareholders’ preferential
rights, for a gross amount, including issue premium, of EUR
50,104,964.79 through the issuance of 263,710,341 new shares at a
unit price of EUR 0,19 per new share (i.e. EUR 0.01 nominal value
and EUR 0.18 issue premium per new share), in the ratio of 17 new
shares for 10 existing shares.
The completion of this Capital Increase with Preferential
Subscription Right is part of the Company’s accelerated financial
safeguard plan approved on January 7, 2021 by the Company’s
committee of banks and financial institutions and the general
meeting of bondholders, reviewed by the Paris Commercial Court on
January 25, 2021 and approved by the Paris Commercial Court on
February 3, 2021 (the “Safeguard Plan”). The accelerated financial
safeguard proceedings, as well as the judgment of the Paris
Commercial Court approving the Safeguard Plan, have also been
recognized by U.S. courts today as part of the Chapter 15
proceedings of the U.S. Bankruptcy Code.
The Safeguard Plan also provides for the issuance of new
shares:
- (A) in the context of (i) the capital increase with waiver of
the shareholders’ preferential subscription rights in favor the
noteholders that have committed to subscribe during the open period
in accordance with the Lock-Up Agreement (or any assignee of such
subscription rights) and the Backstopping Noteholders, to a maximum
gross amount, including issue premium, of EUR 199,999,999.82, at
the unit price of EUR 0.19 per share, to be subscribed for in cash
through a cash payment (the “Reserved Capital Increase #1”), (ii)
the capital increase with waiver of the shareholders’ preferential
subscription right in favor of the Noteholders, in proportion to
their Note Claims, on the reference date, to a maximum gross
amount, including issue premium, of EUR 1,083,406,249.64, at a unit
price of EUR 0.38, to be subscribed by way of set-off against the
amount of liquid and payable debts held by the Noteholders, on the
reference date (the “Reserved Capital Increase #2”) and (iii) the
capital increase with waiver of the shareholders’ preferential
subscription right in favor of the CS Lenders, in proportion to
their CS Debts, at the reference date, to a maximum gross amount,
including issue premium, of EUR 50,375,205.40, at a unit price of
EUR 0.38, to be subscribed by way of sett-off against the total
amount of the liquid and payable CS Debts held by the CS Lenders on
the reference date (the “Reserved Capital Increase #3”, together
with the Reserved Capital Increase #1 and the Reserved Capital
Increase #2, the “Reserved Capital Increases”).
- and (B) upon exercise of (i) the warrants granted for free to
the Backstopping Noteholders (as remuneration for their Backstop
Commitments) (the “Backstop Warrants”), (ii) the warrants granted
for free to the RCF Lenders, the Noteholders and the Backstopping
Noteholders who have effectively participated in the Refinancing of
the RCF as remuneration for their effective participation in the
New Senior Credit Facilities (the “Participation Warrants”), and
(iii) the warrants granted for free to the Members of the
Coordination Committee (as remuneration for their time and efforts
in the negotiation and structuring of the Financial Restructuring
as well as for their overall coordination role in the context of
the Financial Restructuring) (the “Coordination Warrants”, together
with the Backstop Warrants and the Participation Warrants, the
“Warrants”).
It shall be noted that the aforementioned issuances provided for
in the Safeguard Plan are indivisible and therefore if one of these
issuances could not be carried out, none of them would be carried
out. The settlement-delivery of the Capital Increase with
Preferential Subscription Right must occur concurrently with the
settlement-delivery of (i) the Reserved Capital Increase #1, (ii)
the Reserved Capital Increase #2, (iii) the Reserved Capital
Increase #3, (iv) the Backstop Warrants, (v) the Participation
Warrants and (vi) the Coordination Warrants.
Any amount not subscribed for after the subscription period of
the Capital Increase with Preferential Subscription Right is fully
backstopped by the holders of the Notes (as this term is defined in
the Prospectus) (including the members of the Cross-Holders
Coordination Committee) who acceded to the Lock-up Agreement (as
this term is defined in the Prospectus) and represent EUR
735,711,0001 in principal amount of Notes and 70.07%1 of the
aggregate principal amount of the Notes outstanding on November 25,
2020.
The admission to trading on Euronext Paris of the new shares to
be issued in the context of the Reserved Capital Increases and the
exercise of the Warrants was described in a prospectus approved by
the AMF on January 12, 2021 under number 21-011.
The general meeting of the Company’s shareholders held on
January 20, 2021, approved all the resolutions necessary for the
implementation of the Company’s financial restructuring, including
the Safeguard Plan, and, in particular, authorized the completion
of the Capital Increase with Preferential Subscription Right.
Independent Expertise
The Company appointed on a voluntary basis the firm Finexsi,
located at 14 rue Bassano, 75116 Paris, and represented by Mr.
Olivier Peronnet and Mr. Lucas Robin, as independent expert, in
accordance with Article 261-3 of the AMF’s General Regulations, in
order to give an opinion on the fairness of the terms and
conditions of the Company’s restructuring from the perspective of
the current shareholders.
The conclusion of the opinion is reproduced below:
“In conclusion, for the shareholder, the implementation of this
Restructuring makes it possible to maintain the Company as a going
concern, by cleaning up its financial structure and by financing,
through the injection of new money, the estimated operating losses
for the coming fiscal years and future investments. The
Restructuring also enables the Company to restore value in
comparison with the current situation.
Therefore, in the context of the Company’s current financial
difficulties, we consider that, as of the date of this report, the
terms and conditions of the Transaction are fair from a financial
point of view for the shareholders.”
This independent expert’s report, provided at the Company’s
request, is available, with the consent of Finexsi, on the
Company’s website (https://investors.europcar-group.com/fr).
Main terms and conditions of the Capital Increase with
Preferential Subscription Right
The Capital Increase with Preferential Subscription Right will
result in the issuance of 263,710,341 new ordinary shares (the “New
Shares”) at a unit price of EUR 0.19, including the issue premium,
i.e. a gross amount of EUR 50,104,664.79.
Each shareholder of the Company will receive on February 10,
2021 one Preferential Subscription Right per share recorded in its
securities account at close of trading on February 9, 2021,
according to the indicative timetable. The existing shares will
thus be traded ex right as from February 8, 2021.
10 Preferential Subscription Right will give the right to
subscribe, by irrevocable entitlement, to 17 New Shares, at a
subscription price per New Share of EUR 0.19 (i.e. par value of EUR
0.01 and issue premium of EUR 0.18).
Applications for subscriptions on a reducible basis are accepted
but remain subject to reduction in the event of oversubscription.
Only the New Shares that may not be absorbed by irrevocable
subscriptions will be allocated and allotted to subscribers on a
reducible basis. Orders for subscriptions subject to reduction will
be served within the limit of their requests and in proportion to
the number of existing shares whose rights will have been used in
support of their subscription by way of irrevocable
entitlement.
In accordance with the provisions of Article L. 225-134 of the
French Commercial Code, if the subscriptions on an irreducible
basis and, if applicable, on a reducible basis, have not absorbed
the entire amount of the issue, the Management Board may allocate
the unsubscribed shares among the Backstopping Noteholders, in
accordance with their subscription undertakings as a guarantee of
the Capital Increase with Preferential Subscription Right detailed
below.
Based on the closing price of the Company’s share on February 3,
2021, the trading day prior to the date of approval of the
Prospectus by the AMF, i.e. EUR 0.6365:
- The subscription price of the New Shares of EUR 0.19 shows a
face discount of 70 %,
- The theoretical value of the preferential subscription right
amounts to EUR 0.2754 (noting that its value may change during the
period of negotiation of the Preferential Subscription Right,
mainly depending on the evolution of the EMG share price),
- The theoretical value of the share ex-right amounts to EUR
0.3611, and
- The subscription price of the New Shares shows a discount of 47
% compared to the theoretical value of the share ex-right.
These amounts are not indicative of the market value of the
Preferential Subscription Right during the period of negotiation of
the Preferential Subscription Rights or of the share ex-rights or
any related discounts.
The Capital Increase with Preferential Subscription Right will
be open to the public only in France.
Crédit Agricole Corporate & Investment Bank and Société
Générale are acting as Joint Global Coordinators and Joint
Bookrunners in respect with the Capital Increase with Preferential
Subscription Right.
Indicative Timetable
The negotiation period for the Preferential Subscription Right
will start on February 8, 2021 until February 17, 2021 (included).
During this period, the Preferential Subscription Right will be
tradable on the regulated market of Euronext Paris under ISIN code
FR0014001GY9. It will no longer be possible to buy or sell the
Preferential Subscription Right after the closing of the trading
session of February 17, 2021.
The subscription period for the New Shares will start on
February 10, 2021 until February 19, 2021 (included).
The Preferential Subscription Right not exercised will
automatically become null and void at the end of the subscription
period, i.e. on February 19, 2021 at close of the trading.
The settlement-delivery and the admission to trading of the New
Shares are expected to take place on February 26, 2021. The New
Shares will carry current dividend rights and will be immediately
assimilated to the existing shares of the Company and will be
traded on the same quotation line under the same ISIN code
FR0012789949.
Commitments and subscription intentions
Under the terms of the Safeguard Plan, the Backstopping
Noteholders undertook to subscribe fully in cash the number of
shares not subscribed on an irreducible or reducible basis as part
of the Capital Increase with Preferential Subscription Right, in
proportion to their respective holdings of notes.
Except for the company Eurazeo SE which indicated to the Company
that it has no intention to subscribe to the Capital Increase with
Preferential Subscription Rights and reserves its rights to
transfer its preferential subscription rights, the Company is not
aware of the intentions of the shareholders or members of its
management, executive or supervisory bodies.
Use of the product
The Capital Increase with Preferential Subscription Right is
intended to partially implement the Company’s Safeguard Plan.
The subscription amount of the Capital Increase with
Preferential Subscription Right will enable the Company to
contribute to the coverage of the corporate operational financing
needs (and in particular cash consumption) and investments needs
related to the maintenance and implementation of its “Connect”
plan, the debt service restored following the restructuring, as
well as (i) the increase of insurance guarantees, (ii) the
normalization of the non-fleet working capital requirement and
(iii) transaction costs.
Impact of issues on the situation of a shareholder
Share of capital (in %)
Before issuance of the new shares relating
to the Reserved Capital Increases, allocation of the Warrants and
issuance of the New Shares as part of the Capital Increase with
Preferential Subscription Right
1.00 %
After issuance of 4,587,980,216 new shares
relating to the Reserved Capital Increases and the exercise of all
the Warrants
0.03 %
After issuance of 4,851,690,557 new shares
relating to the Reserved Capital Increase, the exercise of all
Warrants and the Capital Increase with Preferential Subscription
Right (considering the absence of subscription to the Capital
Increase with Preferential Subscription Right by the existing
shareholders)
0.03 %
After issuance of 4,851,690,557 new shares
relating to the Reserved Capital Increases, the exercise of all
Warrants and the Capital Increase with Preferential Subscription
Right (considering a 100 % subscription to the Capital Increase
with Preferential Subscription Right by the existing
shareholders)
0.09 %
Calculations based on the number of shares comprising the
Company’s share capital on December 31, 2020 (163,884,278)
Implementation by the Management Board of the financial
delegations of authority approved by the shareholders’ general
meeting of 20 January 2021
All the resolutions required to implement the financial
restructuring plan having been approved by the shareholders’
general meeting held on January 20, 2021, the Management Board has
decided to implement, on February 4, 2021, the delegations of
authority granted to it on that occasion2 in order to proceed,
to:
- a capital increase in cash through the issue of 263,710,341 new
ordinary shares, with shareholders’ preferential subscription
rights;
- a capital increase in cash through the issue of 1,052,631,578
new ordinary shares, with waiver of the preferential subscription
rights, in favor of the Participating Noteholders, constituting a
category of persons meeting specific characteristics;
- a capital increase in cash to be paid up by way of set-off
against certain, liquid and due claims by the issue of
2,851,069,078 new ordinary shares, with waiver of the preferential
subscription rights, in favor of the Noteholders, constituting a
category of persons meeting specific characteristics;
- a capital increase in cash to be paid up by way of set-off
against certain, liquid and due claims by the issue of 132,566,330
new ordinary shares, with waiver of the preferential subscription
rights, in favor of the CS Lenders, constituting a category of
persons meeting specific characteristics;
- the issue and allocation, for free, of 401,245,986 warrants
with waiver of the shareholders’ preferential subscription right,
in favor of the Backstopping Noteholders, constituting a category
of persons meeting specific characteristics;
- the issue and allocation, for free, of 75,233,622 warrants with
waiver of the shareholders’ preferential subscription right, in
favor of the members of the Cross-Holders Coordination Committee,
constituting a category of persons meeting specific
characteristics;
- the issue and allocation, for free, of 75,233,622 warrants with
waiver of the shareholders’ preferential subscription right, in
favor of the lenders under the RCF and to the Participating
Noteholders (including the Backstopping Noteholders) effectively
participating in the Refinancing of the RCF, constituting a
category of persons meeting specific characteristics.
Public Information
The prospectus consisting of (i) the universal registration
document of EMG filed with the AMF on May 6, 2020 under number
D.20-0448, (ii) the Amendment and (iii) an offering circular
(including the summary of the prospectus) having obtained approval
number 21-027 from the AMF on February 4, 2021 is available on the
AMF website (www.amf-france.org) and on the company’s website
(https://investors.europcar-group.com/fr). Potential investors are
invited to read the prospectus before making an investment decision
in order to fully understand the potential risks and benefits
associated with the decision to invest in the securities. Approval
of the prospectus by the AMF should not be considered as a
favorable opinion on the securities offered or admitted to trading
on a regulated market.
Outlook
For the purposes of negotiating the proposed financial
restructuring (more fully described in Chapter 1 “Presentation of
the Financial Restructuring” of the Amendment), the Company has
prepared, and communicated, in September 2020, to some of its
creditors who were bound by confidentiality agreements, a "Connect"
business plan in order to identify new liquidity needs and
forecasts for select financial aggregates for fiscal years 2021,
2022 and 2023, excerpted from such business plan.
These forecasts were published in the Company’s press release
date November 26, 2020 (see Section 1.1 of the Amendment).
These revenue and corporate EBITDA forecasts were made in
accordance with the accounting methods used for the consolidated
financial statements for the year ended December 31, 2019 and for
the interim six-month period ended on June 30, 2020. The forecasts
were finalized in September 2020 based on the general assumptions
that:
- the Covid-19 pandemic will not further impact the Company;
- the economy will gradually begin to recover in 2021 and the
Company’s biggest markets will have recovered by 2023, driving a
recovery in rental day volume;
- The financial restructuring transactions proposed under the
Safeguard Plan will be effectively executed in Q1 2021.
Some assumptions and forecasts may have changed since they were
prepared and will continue to evolve given the current situation
and the uncertainties surrounding the COVID-19 pandemic as at the
date of the Amendment. For example, as the second wave of COVID-19
unfurled across most of Europe in October/November 2020, countries
such as the UK and Germany reintroduced lockdown measures while
others accelerated the roll-out of vaccines. As previously
indicated in its press release on November 26, 2020, due to recent
coronavirus developments and the persistent uncertainties regarding
its main markets, the Company is not in a position as at the date
of the Prospectus to measure the impacts on its business and
therefore to provide the Group’s 2021 guidance. This information
should not be considered profit forecasts or estimates as defined
by Commission Delegated Regulation (EU) 2019/980 of March 14,
2019.
Disclaimer
This press release and the information it contains do not
constitute an offer to sell or subscribe, or a solicitation of an
order to buy or subscribe, Europcar Mobility Group securities. The
dissemination, publication or distribution of this press release in
certain countries may constitute a violation of applicable laws and
regulations. Accordingly, persons who are physically present in
such countries and in which this press release is disseminated,
distributed or published should inform themselves of and comply
with any such local restrictions.
This press release is not an advertisement and does not
constitute a prospectus within the meaning of Regulation 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market and repealing
the Prospectus Directive 2003/71/EC (as amended the “Prospectus
Regulation”).
The information in this press release is provided for
informational purposes only and does not purport to be
comprehensive and no person shall rely in any manner whatsoever on
the information contained herein or its accuracy, precision or
completeness. Any purchase of securities must be made solely based
on the information contained in the Prospectus approved by the AMF
and published on the Company’s and the AMF’s respective websites.
Potential investors are invited to read the prospectus before
making an investment decision in order to fully understand the
potential risks and benefits associated with the decision to invest
in the securities. The approval of the prospectus by the AMF should
not be understood as an endorsement of the securities offered or
admitted to trading on a regulated market.
European Economic Area and United Kingdom
With respect to the planned admission to the regulated market of
Euronext in Paris and with respect to the member States of the
European Economic Area other than France and the United Kingdom
(each, a “Relevant State”), no action has been or will be taken to
allow a public offering of securities requiring the publication of
a prospectus in any of the Relevant States. Consequently, any offer
of Europcar Mobility Group’s securities may only be made in any of
the Relevant States (i) to qualified investors within the meaning
of the Prospectus Regulation, for any investor in a Member State of
the European Economic Area, or Regulation (EU) 2017/1129 as part of
national law under the European Union (Withdrawal) Act 2018 (the
“UK Prospectus Regulation”), for any investor in the United
Kingdom, (ii) to fewer than 150 individuals or legal entities
(other than qualified investors as defined in the Prospectus
Regulation or the UK Prospectus Regulation, as the case may be), or
(iii) in any other case exempting Europcar Mobility Group from
publishing a prospectus in accordance with Article 1(4) of the
Prospectus Regulation or the UK Prospectus Regulation, as the case
may be.
United Kingdom
This press release does not constitute a public offering of
securities in the United Kingdom. Consequently, this press release
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 this press release could legally be
addressed (the persons mentioned under (i), (ii) and (iii) together
the “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. Any person who
is not a Relevant Person should not act or rely on this document or
any of its contents.
United States
This press release does not constitute sale offer for Europcar
Mobility Group shares in the United States or in any other
jurisdiction, Europcar Mobility Group shares may not be offered,
sold, exercised or delivered in the United States absent
registration or an exemption from the registration requirements of
the U.S. Securities Act of 1933, as amended (the “Securities Act”).
Europcar Mobility Group does not intend to register any portion of
the offering in the United States or to conduct a public offering
of any securities in the United States; and Europcar Mobility
Group’s securities have not been, and will not be, registered under
the Securities Act.
This press release does not contain or constitute an offer or
invitation to purchase any securities in France, the United States
or any other jurisdiction.
Forward-looking
statements
This press release includes forward-looking statements based on
current beliefs and expectations about future events. Such
forward-looking statements may include projections and estimates
and their underlying assumptions, statements regarding plans,
objectives, intentions and/or expectations with respect to future
financial results, events, operations and services and product
development, as well as statements, regarding performance or
events. Forward-looking statements are generally identified by the
words “expects”, “anticipates”, “believes”, “intends”, “estimates”,
“plans”, “projects”, “may”, “would”, “should” or the negative of
these terms and similar expressions. Forward-looking statements are
not guarantees of future performance and are subject to inherent
risks, uncertainties and assumptions about Europcar Mobility Group
and its subsidiaries and investments, trends in their business,
future capital expenditures and acquisitions, developments in
respect of contingent liabilities, changes in economic conditions
globally or in Europcar Mobility Group’s principal markets,
competitive conditions in the market and regulatory factors. Those
events are uncertain; their outcome may differ from current
expectations which may in turn materially affect expected results.
Actual results may differ materially from those projected or
implied in these forward-looking statements. Any forward-looking
statement contained in this press release is made as of the date of
this press release. Other than as required by applicable law,
Europcar Mobility Group does not undertake to revise or update any
forward-looking statements in light of new information or future
events. The results and the Group's performance may also be
affected by various risks and uncertainties, including without
limitation, risks identified in the "Risk factors" of the Universal
Registration Document registered by the Autorité des marchés
financiers on May 6, 2020 and also available on the Group's
website: www.europcar-mobility-group.com.
About Europcar Mobility Group
Europcar Mobility Group is a major player in mobility markets
and listed on Euronext Paris.
The mission of Europcar Mobility Group is to be the preferred
“Mobility Service Company” by offering attractive alternatives to
vehicle ownership, with a wide range of mobility-related services
and solutions: car rental and light commercial vehicle rental,
chauffeur services, car-sharing and private hire vehicle (PHV –
rental to “Uber like” chauffeurs). Customers’ satisfaction is at
the heart of the Group’s mission and all of its employees and this
commitment fuels the continuous development of new services.
Europcar Mobility Group operates through a diversified portfolio of
brands meeting every customer specific needs and use cases, be it
for 1 hour, 1 day, 1 week or longer; its 4 major brands being:
Europcar® – the European leader of car rental and light commercial
vehicle rental, Goldcar® - the low-cost car-rental Leader in
Europe, InterRent® – ‘mid-tier’ car rental and Ubeeqo® – one of the
European leaders of round-trip car-sharing (BtoB, BtoC). Europcar
Mobility Group delivers its mobility solutions worldwide solutions
through an extensive network in over 140 countries (including
wholly owned subsidiaries – 18 in Europe, 1 in the USA, 2 in
Australia and New Zealand – completed by franchises and
partners).
Further details on our website:
www.europcar-mobility-group.com
________________ 1 These elements have been
revised in comparison with previous press releases, pursuant to the
information disclosed to Lucid Issuer Services Limited. 2 It being
specified that the capital decrease of the Company by way of
reduction in the par value of the Company’s shares from EUR 1.00 to
EUR 0.01 is effective since January 20, 2021.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210204006112/en/
Europcar Mobility Group
Investor Relations Caroline Cohen –
caroline.cohen@europcar.com
Press relations Valérie Sauteret –
valerie.sauteret@europcar.com Vincent Vevaud –
vincent.vevaud@europcar.com
Publicis Consultants Judith
Grancoing – judith.grancoing@publicisconsultants.com