- The 2022 financial statements were approved as part of the
2023 Annual General Meeting.
- The company witnessed a 39% increase in turnover in 2022,
reaching €468.3 million, with -€8.5 million in EBITDA and an
improvement of €24 million compared to last year. This reflects the
significant upswing experienced across the aerospace industry as
the industry ramps up on the back of COVID.
- Appointment of Thierry MOOTZ as Chairman and Chief Executive
Officer.
- Implementation of a reverse stock-split.
Regulatory News:
Annual General Meeting:
The 2023 Annual General Meeting of LATECOERE (Paris:LAT) took
place at the company's headquarters on July 26, 2023. Detailed
voting results are available on the company's website: Regulated
information - Latecoere
During the Annual General Meeting, the 2022 financial statements
were approved, with a 39% increase in turnover reaching €468.3
million, of which 16.5% was attributed to organic growth. This
achievement was a result of higher production rates, notably for
the A320 and Embraer programs, and a favorable currency effect.
Additionally, the company experienced significant external growth
with three strategic acquisitions completed in 2022, and the
successful integration of two acquisitions from the previous year,
and the sale of the EWIS business in Queretaro (Mexico) to
Bombardier in June 2023. The company continues to see positive
momentum with the recent contract wins such as the B737 and B767
wiring systems.
Governance:
After the Annual General Meeting, LATECOERE elected Thierry
MOOTZ, currently the Chief Executive Officer, as the new Chairman
of the Board.
The Board has decided to combine the functions of Chairman of
the Board and Chief Executive Officer, hence Thierry MOOTZ’s
combined function
The Board of Directors also decided to adapt the composition of
its committees as follows:
- Audit and Risks Committee :
- Chair : Laurence DORS, independent director,
- Members : Ralf ACKERMANN and Helen LEE BOUYGUES. Pierre
GADONNEIX being not replaced.
- Appointments, Compensation and CSR Committee :
- Chair: Helen LEE BOUYGUES
- Members: Christophe VILLEMIN and Ralf ACKERMANN in
replacement of Pierre GADONNEIX
The separate Group Strategy Committee has been discontinued as
the Board of Directors is already involved in shaping the group’s
strategy as part of its normal operation.
Following these changes, the board only includes one independent
director, Laurence Dors. The Appointments, Compensation and CSR
Committee will take appropriate initiatives in due course regarding
the appointment of a further independent director in order to
comply with the recommendations of the Middlenext Code.
CONSOLIDATION OF ORDINARY SHARES AND
REDUCTION OF THE COMPANY'S SHARE CAPITAL
Latecoere announces the implementation of (i) the consolidation
of the ordinary shares comprising its share capital, and (ii) the
reduction in its share capital by way of a reduction in the par
value of all its shares decided by the Board of Directors at its
meeting on July 26, 2023, in accordance with the 37th and 19th
resolutions of the Combined General Meeting of shareholders of July
26, 2023 (the "2023 General Meeting").
CONSOLIDATION OF ORDINARY
SHARES
The main characteristics of the reverse stock-split are as
follows:
- Consolidation starting date: August 16, 2023.
- Basis of consolidation: the reverse stock-split will result in
the exchange of ten (10) existing ordinary shares with a par value
of twenty-five euro cents (€0.25) each (the "Old Shares") for one
(1) new ordinary share with a par value of two euros and fifty
cents (€2.50) (a "New Share").
- Number of Existing Shares subject to the reverse split:
535,650,357 ordinary shares with a par value of twenty-five euro
cents (€0.25).
- Number of New Shares to be issued on consolidation: 53,565,035
ordinary shares with a par value of two euros and fifty cents
(€2.50). The definitive number of New Shares to be issued on
consolidation will be recorded by the Chief Executive Officer at
the end of the reverse stock-split.
- Consolidation period: 30 (thirty) days from the start date of
the consolidation, i.e. from August 16 to September 14, 2023
inclusive.
- Shares: Conversion of existing shares into new shares will be
carried out automatically.
- Fractions of shares: shareholders who do not hold a number of
Existing Shares corresponding to a whole number of New Shares must
personally buy or sell fractions of Existing Shares in order to
obtain a multiple of ten (10) up to and including September 14,
2023. After this deadline, shareholders who have not been able to
obtain a number of shares in multiples of ten (10) will be
compensated by their financial intermediary in accordance with
articles L. 228-6-1 and R. 228-12 of the French Commercial Code and
market practices.
- Non-consolidated Existing Shares will be delisted at the end of
the consolidation period.
- Centralization: All transactions relating to the reverse stock
split will be carried out by Uptevia (89-91 rue Gabriel Péri -
92120 Montrouge), appointed as agent for the centralization of
reverse stock split transactions.
In accordance with articles L. 228-6-1 and R. 228-12 of the
French Commercial Code, any New Shares that cannot be allotted
individually and correspond to fractional rights will be sold on
the stock market by the account holders, and the proceeds of the
sale will be allocated in proportion to the fractional rights of
the holders of these rights.
The Old Shares subject to the reverse stock-split will be
admitted to trading on the Euronext regulated market in Paris under
ISIN code FR0000032278, until September 14, 2023, the last day of
trading.
The New Shares resulting from the consolidation will be admitted
to trading on the Euronext regulated market in Paris from September
15, 2023, the first day of trading, and will be assigned a new ISIN
code.
CAPITAL REDUCTION BY REDUCING THE NOMINAL
VALUE OF SHARES
At its meeting on July 26, 2023, the Board of Directors decided,
subject to completion of the reverse stock-split, to implement the
capital reduction motivated by losses through a reduction of the
nominal value of the Company's ordinary and preference shares, in
accordance with the terms of the authorization granted to it by the
2023 Annual General Meeting.
The par value of each of the Company's shares will thus be
reduced from 2.50 euros (after completion of the reverse
stock-split) to 0.01 euro per ordinary share, and from 0.25 euro to
0.01 euro per preferred share.
The amount of this capital reduction will be allocated to the
Company's retained earnings accounts.
The capital reduction is scheduled to take effect concurrently
with the effective date of the reverse stock-split of the Company's
ordinary shares.
Tentative timetable :
July 28, 2023
Publication of the notice of business
combination in the Bulletin des Annonces Légales Obligatoires
August 16, 2023
- Start of the reverse split
- Possibility for shareholders to buy and
sell Old Shares in order to obtain a number of New Shares without
fractional shares up to and including September 14, 2023
September 14, 2023
- Closing of the exchange period
- Last day of trading of the Existing
Shares
September 15, 2023
- Effective date of the reverse stock-split
and capital reduction
- Listing of the New Shares
From September 19, 2023 to October 18,
2023
Compensation of shareholders with
fractional shares by their financial intermediary
Capital increase
As announced in its communication on June 16, 2023, Latecoere
and its partners entered into a recapitalization agreement,
including a capital increase with preferential subscription rights
for at least €100 million, subject to the exercise of a 15%1
extension clause. It is planned that this capital increase will be
launched at the end of the compensation period for shareholders
with fractional shares in the reverse stock split. This capital
increase would be carried out at a price of 0.01 euro per
share.
Searchlight Capital Partners (SCP) has agreed to backstop €100
million of this capital increase, of which €45 million have already
been paid to the Company through a bridge loan provided by SCP on
May 15, 2023. This loan will be repaid using the proceeds from the
capital increase.
About Latecoere
Tier 1 to the world’s leading industry manufacturers (Airbus,
BAE Systems, Boeing, Bombardier, Dassault Aviation, Embraer,
Lockheed Martin, Raytheon Technologies, Thales), Latecoere serves
aerospace with innovative solutions for a sustainable world. The
Group operates in all segments of the aerospace industry
(commercial, regional, business, defense and space) in two business
areas:
- Aerostructures (55% of sales): doors, fuselage, wings and
empennage, struts & rods and customer services;
- Interconnection Systems (45% of sales): wiring, avionic racks,
onboard equipment, electronic systems and customer services.
As of December 31, 2022, the Group employed 5,918 people in 14
countries. Latecoere is listed on Euronext Paris - Compartment B,
ISIN Code: FR0000032278 - Reuters: AEP.PA - Bloomberg: AT.FP
______________________________ 1 To serve requests for reducible
subscriptions
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230728632560/en/
Thierry Mahé / Media Relations +33 (0)6 60 69 63 85
LatecoereGroupCommunication@latecoere.aero
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