Results of the 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
Not to be published, distributed or circulated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:
Europcar Mobility Group (Paris:EUCAR) (the “Company”)
announces today the results of its 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 through the issuance of 263,710,341
new shares (the “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) (the “Capital Increase with Preferential
Subscription Right”).
This transaction was launched on February 4, 2021 and 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”).
Following the subscription period which ended on February 19,
2021, the total demand amounted to 529,416,994 shares, i.e. a
subscription rate of 200.76%. The number of New Shares subscribed
on an irreducible basis (à titre irréductible) concerned
244,076,242 New Shares. The demand on a reducible basis (à titre
réductible) concerned 285,340,752 New Shares and will be
consequently partially satisfied up to 19,634,099 New Shares. The
allocation scale of the subscriptions on a reducible basis (à titre
réductible) is joint as an Appendix to this press release.
It is furthermore reminded that 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 an amount of EUR 199,999,997.921, at the unit price
of EUR 0.19 per share, to be subscribed for in cash through a cash
payment through the issuance of 1,052,631,5681 new shares (the
“Reserved Capital Increase #1”), (ii) the capital increase
with waiver of the shareholders’ preferential subscription right in
favor of the Noteholders (as this term is defined in the
Prospectus), in proportion to their Note Claims (as this term is
defined in the Prospectus), on the reference date, to an amount of
EUR 1,083,406,220.382, 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
through the issuance of 2,851,069,0012 new shares (the “Reserved
Capital Increase #2”) and (iii) the capital increase with
waiver of the shareholders’ preferential subscription right in
favor of the CS Lenders (as this term is defined in the
Prospectus), in proportion to their CS Debts (as this term is
defined in the Prospectus), at the reference date, to an amount of
EUR 50,397,304.683, 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
through the issuance of 132,624,4863 new shares (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) 401,251,2144
warrants granted for free to the Backstopping Noteholders (in
counterparty for their Backstop Commitments (as this term is
defined in the Prospectus)) giving the right to subscribe to a
maximum number of 401,251,2144 new shares at a price of EUR 0.01
per new share (without issue premium) (the “Backstop
Warrants”), (ii) 75,234,6024 warrants granted for free to the
RCF Lenders (as this term is defined in the Prospectus), the
Noteholders and the Backstopping Noteholders who have effectively
participated in the Refinancing of the RCF (as this term is defined
in the Prospectus) in counterparty for their effective
participation in the New Senior Credit Facilities (as this term is
defined in the Prospectus) giving the right to subscribe to a
maximum number of 75,234,6024 new shares at a price of EUR 0.01 per
new share (without issue premium) (the “Participation
Warrants”), and (iii) 75,234,6024 warrants granted for free to
the Members of the Coordination Committee (in counterparty for
their time and efforts in the negotiation and structuring of the
Financial Restructuring (as this term is defined in the Prospectus)
as well as for their overall coordination role in the context of
the Financial Restructuring) giving the right to subscribe to a
maximum number of 75,234,6024 new shares at a price of EUR 0.01 per
new share (without issue premium) (the “Coordination
Warrants”, together with the Backstop Warrants and the
Participation Warrants, the “Warrants”).
Settlement-delivery
The settlement-delivery and admission to trading of the New
Shares on the regulated market of Euronext Paris (“Euronext
Paris”) is scheduled for February 26, 2021. The New Shares 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.
Concurrently with the settlement and delivery of the New Shares,
the Company will also proceed with:
- the settlement and delivery of
4,036,325,055 shares to be issued as part of the Reserved Capital
Increases. These shares 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;
- the delivery to the Backstopping
Noteholders of 401,251,214 Backstop Warrants. The Backstop Warrants
will be admitted to trading on Euronext Paris as from February 26,
2021 under the ISIN code FR0014001HB5;
- the delivery to the Noteholders and the
Backstopping Noteholders who have effectively participated in the
Refinancing of the RCF of 75,234,602 Participation Warrants. The
Participation Warrants will be admitted to trading on Euronext
Paris as from February 26, 2021 under the ISIN code
FR0014001HC3;
- the delivery to the Members of the
Coordination Committee of 75,234,602 Coordination Warrants. The
Coordination Warrants will be admitted to trading on Euronext Paris
as from February 26, 2021 under the ISIN code FR0014001HD1.
The Company appointed today the company Massquote, Société par
Actions Simplifiée Unipersonnelle having its registered office at 7
bis rue de Neuilly, F-92110 Clichy, registered with the Registre du
Commerce et des Sociétés de Nanterre under number 529 065 880,
represented by its Chairman, as a representative of (i) the
Backstop Warrants mass, (ii) the Participation Warrants mass and
(iii) the Coordination Warrants mass.
A further press release from the Company will be published
following the completion of the above settlement and delivery
operations.
Crédit Agricole Corporate and Investment Bank and Société
Générale acted as Global Coordinators and Joint Bookrunners in
respect with the Capital Increase with Preferential Subscription
Right.
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 4,588,045,473 new shares
relating to the Reserved Capital Increases and the exercise of all
the Warrants
0.03 %
After issuance of 4,851,755,814 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 4,851,755,814 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)
Public Information
The issuance of the New Shares as well as their admission to
trading on Euronext Paris was the subject of a prospectus (the
“Prospectus”) composed of (i) the Company's Universal
Registration Document filed with the AMF on May 6, 2020 under
number D.20-0448 (the “2019 URD”), (ii) the amendment to the
2019 URD filed with the AMF on January 12, 2021 under number
D.20-0448-A01 (the “Amendment”) and (iii) an offering
circular (including the summary of the prospectus) having received
approval number 21-027 from the AMF on February 4, 2021 (the
“Offering Circular”). The Prospectus is available on the AMF
website (www.amf-france.org) and on the company’s website
(https://investors.europcar-group.com/fr).
The Company is drawing the public’s attention on the risk
factors described in the Chapter 2 of the Amendment and Section 2
of the Offering Circular. 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.
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 The definitive amount of the Reserved Capital
Increase #1, as well as the definitive number of new shares to be
issued, have been amended in comparison with the press release
published by the Company on February 4, 2021 in order to take into
account the existence of fractional shares (rompus).
2 The definitive amount of the Reserved Capital Increase #2, as
well as the definitive number of new shares to be issued, have been
amended in comparison with the press release published by the
Company on February 4, 2021 in order to take into account the
existence of fractional shares (rompus).
3 The definitive amount of the Reserved Capital Increase #3, as
well as the definitive number of new shares to be issued, have been
amended in comparison with the press release published by the
Company on February 4, 2021 in order to take into account the
definitive amount of the interests owed by the Company with respect
to the CS Loan (as this term is defined in the Prospectus) to take
into account in the amount of the CS Debts, and the existence of
fractional shares (rompus).
4 The definitive number of the Backstop Warrants, Participation
Warrants and Coordination Warrants, as well as the definitive
number of new shares to which the Backstop Warrants, Participation
Warrants and Coordination Warrants give right to subscribe, have
been amended in comparison with the press release published by the
Company on February 4, 2021 in order to take into account the
definitive number of new ordinary shares to be issued in the
Reserved Capital Increases.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210224005841/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