The FIGEAC AÉRO Group (ticker code: FGA) (the “
Company
“), a reference partner of the major aeronautics manufacturers, announces the convening of the general meeting of bondholders and the opening of the period for the partial redemption of bonds with the option of redemption in cash and/or in shares new and/or existing (the ”
ORNANES 2022
“), in accordance with the terms of the agreement on the adjustment of its financial structure announced on April 5, 2022 (the ”
Deal
“).
Convening of the general meeting of ORNANE holders
In accordance with the timetable set out in the press release announced on April 5, 2022, the Company announces that the general meeting of ORNANE holders is called to meet on first call on April 26, 2022 at 11:00 a.m. at the Company’s registered office located at ZI de l’Aiguille – 46100 FIGEAC. A notice of meeting was published to this effect in the Bulletin des Annonces Légales Obligatoires today.
Holders of ORNANEs will be asked to vote on the following agenda:
Approval of amendments to the Terms of the ORNANEs;
Filing of documents relating to the Meeting of Holders;
Powers to carry out formalities.
The Company recalls that the approval of all the resolutions put to the vote of the general meeting of ORNANE holders on April 26, 2022 is one of the conditions for the implementation of the adjustment of the financial structure as as described in the press release dated April 5, 2022.
Terms of implementation of the partial redemption of ORNANEs 2022
As of today, holders of ORNANEs may ask the Company to buy back their 2022 ORNANEs at a price of €23.92.
[1]
by ORNANE 2022 (i.e. 93% of their nominal value). The redeemed 2022 ORNANEs will then be subject to cancellation.
It is recalled that the Company is devoting a cash envelope of €18.6 million for this purpose, and that it has already obtained the commitment of ORNANE holders that 2022 ORNANEs representing a nominal amount total of €20 million (i.e. the entire cash envelope of €18.6 million devoted to these buybacks) be sold in this context. In the event that redemption requests made by unitholders exceed the amount of the envelope of €18.6 million set aside by the Company, and to respect equal treatment between all unitholders, all applications received will be reduced proportionally to this amount.
All 2022 ORNANEs redeemed by the Company will be redeemed at the same price.
In addition to the holders of ORNANE 2022 who have already committed to sell their ORNANE 2022 to the Company, the holders of ORNANE 2022 who would be interested in the partial redemption proposal are invited to contact the Company or CIC Market Solutions, until the date of the general meeting of ORNANE holders (i.e. April 26, 2022) at the latest, to the following address: [email protected]. The Company and CIC Market Solutions will collect redemption requests by construction of a fixed price reverse book, the construction period of the fixed price reverse book starting today and extending until April 26, 2022 at 11 a.m. (Paris time).
The Company and the holders of 2022 ORNANEs concerned may then contractually undertake to redeem the 2022 ORNANEs, subject to the aforementioned proportional reduction rules in the event that the redemption requests made by the holders should exceed the amount of the envelope of €18.6 million allocated by the Company. Holders of 2022 ORNANEs will be invited to enter into a
Bond Repurchase Agreement
whose draft is available on request from the Company or from CIC Market Solutions.
The Company recalls that the effective completion and settlement of the partial redemption of the 2022 ORNANEs are subject to (i) the approval of the holders of ORNANEs who will meet at a general meeting on April 26, 2022 on 1
time
meeting to decide on the modification of the terms of the 2022 ORNANEs, (ii) the finalization of the documentation with the banking partners regarding the rescheduling of existing financing and the obtaining of new financing, (iii) the approval of the shareholders who will meet in a combined general meeting in order to decide in particular on the modification of the terms of the ORNANEs 2022 and on a capital increase of Tikehau Ace Capital for an amount between €53.5 million and €58.5 million (issue premium included) (see the Company’s press release of April 5, 2022 and Euroclear’s notice of April 11, 2022 relating to the invitation of the holders of ORNANEs to a general meeting), and (iv) the completion of the capital increase of Tikehau Ace Capital for an amount between €53.5 million and €58.5 million (issue premium included).
ABOUT FIGEAC AERO
The FIGEAC AÉRO Group, a benchmark partner for major aerospace manufacturers, specializes in the production of structural parts in light alloys and hard metals, engine parts, landing gear and sub-assemblies. An international group, FIGEAC AÉRO is present in France, the United States, Morocco, Mexico, Romania and Tunisia. As of March 31, 2021, the Group achieved annual revenue of €204.6 million.
|
FIGEAC AERO Jean-Claude Maillard – Chairman and CEO Such. : 05 65 34 52 52 Camille Traineau |
NEWS Finance & Communication Corinne Puissant – Analyst/Investor Relations Such. : 01 53 67 36 77 / [email protected] Manon Clairet – Press Relations |
WARNING
This press release contains forward-looking statements about FIGEAC AÉRO and in particular forward-looking statements relating to FIGEAC AÉRO’s ability to implement its operational optimization plan and the impact of this plan on FIGEAC AÉRO’s capacity. to limit the impact of the significant drop in activity linked to the Covid-19 crisis on the Group’s profitability. The use of certain words, such as “believe”, “potential”, “hope”, “should”, “aim” and other similar expressions or expressions, are intended to identify these forward-looking statements. Although the Company considers that its projections are based on current reasonable assumptions and expectations of its General Management, these forward-looking statements may be called into question by a certain number of known or unknown hazards and uncertainties, which could give rise to results materially different from those described, implied or anticipated, expressed or implied, in such forward-looking statements. These vagaries and uncertainties include in particular aircraft production rates from manufacturers. Moreover, even if the results, performance, financial situation and liquidity of the Company and the development of the industrial sector in which it operates are in line with such forward-looking statements, they cannot be predictive of results or developments in the future. These forward-looking statements speak only as of the date of the publication of this document. Subject to applicable regulations, the Company makes no commitment to update or revise the information contained in this press release, whether due to new information, future events or otherwise. Forward-looking information and statements are not guarantees of future performance and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of FIGEAC AÉRO.
[1]
This price including the accrued coupon.
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