- €250M new money via a capital increase and €225M new fleet
financing facilities,
- Significantly reduced corporate debt: from €2.010m to
€910m
- New Governance, with Mr. Alexandre de Juniac as Chairman of the
board of directors
Regulatory News:
Europcar Mobility Group2 (Paris:EUCAR) announces today the
finalization of its balance sheet restructuring, thanks to the
successful completion of the final steps of the accelerated
financial safeguard plan approved by the Paris Commercial Court on
February 3rd, 2021.
This will enable the Group to accelerate the implementation
of “Connect”, its strategic roadmap, while actively preparing for
the progressive recovery of domestic and international
travel.
Caroline Parot, Chief Executive Officer, stated:
“Today, it is with great ambition that we are opening a new
chapter in the history of Europcar Mobility Group: with a
significantly reduced corporate debt, the injection of new money
combined with new fleet financing facilities, as well as the
support of our new shareholders, we are ‘back in the game’.
We will now focus on rolling out “Connect”, our strategic
roadmap, at an accelerated pace, with the objective to make our
Group a leader in flexible, sustainable, connected and digital
mobility solutions. In parallel, our teams, which are strongly
mobilized, are actively preparing for the summer and the
perspective of a progressive recovery of domestic and international
travel.
In line with this, we will soon announce the launch of new
services and offers: flexible mid & long-term subscription
solutions for companies and businesses; 100% digital proximity
service in urban environment, operated by Europcar; reinforcement
of our fast & contactless, ‘direct access’ to vehicles offer in
airports and railway stations, and consolidation of our
international partnerships.”
1 Capitalized terms not defined in this press release have the
meaning given to them in the prospectuses approved by the AMF. 2
The “Company”, and together with its consolidated subsidiaries, the
“Group”
The significant reduction of the Group’s debt, as well as the
injections of new cash and the refinancing of the RCF, have been
finalized today as part of the final completion of:
- the settlement-delivery transactions of (i) the capital
increase with shareholders’ preferential subscription rights for a
total gross amount, including issue premium, of EUR 50,104,964.79,
(ii) the capital increase with waiver of the shareholders’
preferential subscriptions rights in favor of the Noteholders
having undertaken to subscribe during the period opened in
accordance with the Lock-Up Agreement (or any assignee of such
subscription rights) and the Guarantor Noteholders, for a gross
amount of EUR 199,999,997.92, to be subscribed for in cash, (iii)
the capital increase with waiver of the shareholders’ preferential
subscription rights in favor of the Noteholders, in proportion to
their Notes, on the reference date, for a gross amount of EUR
1,083,406,220.38, to be subscribed by way of set-off against the
amount of liquid and due debts held by the Noteholders, on the
reference date and (iv) the capital increase with waiver of
shareholders’ preferential subscription rights in favor of the CS
Lenders, in proportion to their CS Debts, on the reference date,
for a gross amount of EUR 50,397,304.68, to be subscribed by way of
set-off against the total amount of liquid and due CS Debts held by
the CS Lenders on the reference date;
- the allocation of (i) 401,251,214 Backstop Warrants to the
Backstopping Noteholders (in counterparty of their Backstopping
Commitments), exercisable for a period of 6 months, giving the
right to subscribe to a maximum number of 401,251,214 new shares at
a price of EUR 0.01 per new share (without issue premium), (ii)
75,234,602 Participation Warrants to Noteholders and Backstopping
Noteholders who effectively participated in the Refinancing of the
RCF (in counterparty for their effective participation in the New
Senior Credit Facilities), exercisable for a period of 6 months,
giving the right to subscribe to a maximum number of 75,234,602 new
shares at the price of EUR 0.01 per new share (without issue
premium), and (iii) 75,234,602 Coordination Warrants to Members of
the Coordination Committee (in counterparty for their time and
efforts in negotiating and structuring the Financial Restructuring
as well as for their overall coordination role in the context of
the Financial Restructuring), exercisable for a period of 6 months,
giving the right to subscribe to a maximum number of 75,234,602 new
shares at a price of EUR 0,01 per new share (without issue
premium);
- the setting-up of a new cash line intended to ensure the fleet
financing of the Group for an amount of EUR 225,000,000; and
- the refinancing of the RCF through the provision to the Group
of a new cash line, for an amount of EUR 170,000,000, and the
provision to the Company of a new term loan for an amount of EUR
500,000,000, expiring in June 2023.
The “Effective Restructuring Date” of the Company has therefore
been set as at February 26th, 2021.
In accordance with the decisions adopted on January 20th, 2021
by the extraordinary general meeting of the Company’s shareholders,
the Company’s new form of governance entered into force today, and
accordingly:
- the Company’s governance and management structure has been
modified to adopt a structure with a board of directors governed by
Articles L.225-17 to L.225-56 of the French Commercial Code instead
of the structure with a management board and a supervisory board;
and
- the mandates of the members of the Company’s Supervisory Board
and Management Board were terminated.
The Company’s new articles of association in force as of this
date have been made available to the public on the Company’s
website.
The new board of directors of the Company met for the first time
today. Following this meeting, and as a result of several
resignations and cooptations which occurred during the meeting, the
composition of the board of directors is the following:
- Mr. Alexandre de Juniac, independent member
- Ms. Caroline Parot
- Ms. Virginie Fauvel, independent member
- Ms. Martine Gerow, independent member
- Mr. Carl A. Leaver
- Mr. Simon Franks
- Ms. Adèle Mofiro-Mata, employee representatives’ member
The board of directors decided to separate the duties of the
Chairman of the board of directors and Chief Executive Officer and
decided to appoint Mr. Alexandre de Juniac as Chairman of the board
of directors and Ms. Caroline Parot as Chief Executive Officer.
Following the completion of the Capital Increases (but before
exercise of the Backstop Warrants, Participation Warrants and
Coordination Warrants), and to the knowledge of the Company, the
shareholding structure of the Company is the following:
Shareholders
Number of
ordinary shares
% of capital
Number of
voting rights
% of voting
rights
Anchorage Capital Group, L.L.C.
1,089,405,527
24.40 %
1,089,405,527
24.45 %
Marathon Asset Management, LP
584,533,664
13.09 %
584,533,664
13.12 %
Attestor Limited
536,210,526
12.01 %
536,210,526
12.03 %
Diameter Capital Partners L.P.
293,023,894
6.56 %
293,023,894
6.58 %
King Street Capital Management, L.P.
203,352,602
4.56 %
203,352,602
4.56 %
Treasury shares
8,760,539
0.20 %
-
-
Other shareholders
1,748,632,922
39.17 %
1,749,384,048
39.26 %
TOTAL
4,463,919,674
100 %
4,455,910,261
100 %
Disclaimers
This announcement has been prepared by Europcar Mobility Group
exclusively for information purposes. It does not constitute or
include any advice or recommendation by Europcar Mobility Group (or
any other person) regarding the securities of Europcar Mobility
Group or EC Finance plc or as to the merits of any transaction or
the making of any investment decision. It does not constitute or
include any confirmation or commitment by Europcar Mobility Group
(or any other person) regarding the present or future value of the
business of Europcar Mobility Group, its securities, its affiliates
or any of Europcar Mobility Group’s or their assets.
This announcement is not an offer to sell or a solicitation of
an offer to buy or exchange or acquire securities in the United
States or in any other jurisdiction. The securities referenced in
this announcement may not be offered, sold, exchanged or delivered
in the United States absent registration or an applicable exemption
from the registration requirement under the U.S. Securities Act of
1933, as amended. The securities mentioned in this announcement are
not, and will not be, registered in the United States. This
announcement is not directed at, or intended for distribution,
publication, availability to or use by, any person or entity that
is a citizen or resident or located in any locality, state, country
or other jurisdiction, where such distribution, publication,
availability or use would be contrary to law or regulation, or
which would require any registration or licensing within such
jurisdiction.
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 Amendment
to the Annual Registration Document registered by the Autorité des
marchés financiers on January 12, 2021 and also available on the
Group's website.
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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210226005609/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