May 2, 2023
Technicolor Creative Studios: provision of a prospectus approved by the Autorité des marchés financiers under number 23-139
Technicolor Creative Studios (the “
Company
“) announces that on May 2, 2023, the Autorité des marchés financiers affixed approval number no. 23-139 to the prospectus (the ”
Prospectus
”) made available to the public for admission to trading on the regulated market of Euronext in Paris:
– a maximum number of 2,004,500,355 new ordinary shares to be issued within the framework of a capital increase carried out by removing the shareholders’ preferential subscription right and reserved for the exclusive benefit of creditors holding claims on the Company at in respect of reorganized term loans, for a minimum gross amount, issue premium included, of €29,999,999.77, at the minimum unit subscription price of €0.014966323 per new share, to be fully paid up by offsetting claims ( I'”
Reserved Capital Increase
“);
– a maximum number of 501,125,088 new ordinary shares that may be issued upon the exercise of a maximum number of 501,125,088 stock warrants of the Company, to be allocated free of charge by the Company for the exclusive benefit of persons committed to providing credit
new money
to be exercised at the exercise price of 0.01 euro per new ordinary share, to be paid up by offsetting debts, (the ”
BSA New Financing
“);
– a maximum number of 1,503,375,266 new ordinary shares that may be issued following the conversion of the 300,675,053 convertible bonds into new shares, to be subscribed by the beneficiaries of the convertible bonds by payment of cash and compensation of receivables (the ”
OCA
“).
The Reserved Capital Increase, the issuance and allocation of BSA New Financing and the issuance of OCAs remain subject to the approval by the shareholders of the Company of resolutions no. 13 to 25 of the extraordinary general meeting of the Company which will meet on May 15, 2023 (the “
General Assembly
“).
The production of each of these programs forms an indivisible whole, so that if one of them could not be carried out, then none of them would be carried out. The completion of the Reserved Capital Increase, the issue and the free allocation of the BSA New Financing and the issue of the OCA must take place by the end of the second quarter of 2023 and no later than July 31, 2023, at the same time as all the operations scheduled for that date.
It is specified that under the terms of the conciliation protocol signed on March 27, 2023, between the Company, its lenders and its shareholders, approved by judgment of the Paris Commercial Court on March 29, 2023 (the ”
Protocol
), the main shareholders
1
of the Company (which together hold, on the date of approval of the Prospectus, 64.6% of the share capital and exercisable voting rights of the Company), each insofar as it concerns them, has undertaken to vote in favor of the ‘Reserved Capital Increase.
In addition, these main shareholders
1
(which together hold, on the date of approval of the Prospectus, 64.6% of the capital and exercisable voting rights of the Company) and the lenders-shareholders
2
(other than these main shareholders, and who together hold, on the date of approval of the Prospectus, 22.0% of the capital and exercisable voting rights of the Company), each as far as it is concerned, has undertaken to vote :
– in favor of the prior capital reduction which would be carried out by reducing the nominal value of the Company’s shares, which will be reduced from 0.50 euro (its current amount) to 0.01 euro;
– in favor of the resolutions relating to the issue of OCAs (subject to the application of the obligations not to take part in the vote for the persons designated by name, with regard to the resolutions relating to the issue of OCAs which concern them (each for the two resolutions which concern them), and which will therefore apply with regard to Vantiva, the affiliates of Angelo, Gordon & Co. LP, Bpifrance Participations SA, the affiliates of Briarwood Chase Management LLC and Barclays Bank Ireland); And
– in favor of the issuance of BSA New Financing.
The Prospectus consists of the Company’s universal registration document, approved by the AMF on April 21, 2023 under number R.23-013, the transaction note (the ”
Operation Note
”), and the summary of the Prospectus (included in the Securities Note).
The Prospectus is available on the company’s website at www.technicolorcreative.com (in the “Investors” – “Financial Information” – “Regulated Information” section), as well as at its registered office located at 8- 10, rue du Renard, 75004 Paris, France. It is also available on the AMF website (www.amf-france.org).
***
ABOUT TECHNICOLOR CREATIVE STUDIOS
The shares of Technicolor Creative Studios are listed on the regulated market of Euronext Paris (symbol: TCHCS).
Technicolor Creative Studios is a creative technology company offering world-class production expertise, driven by one goal: the realization of ambitious and extraordinary ideas. Bringing together a network of award-winning studios, MPC, The Mill, Mikros Animation and Technicolor Games, we inspire creative businesses around the world to produce their most iconic works.
Our international teams of artists and technology experts partner with the creative community in film, television, animation, video games, brand experience and advertising to bring the universal art of storytelling to audiences around the world.
www.technicolorcreative.com
1
These main shareholders include Vantiva SA, Angelo, Gordon & Co., LP, AG International Investment Opportunities Platform Fund I DAC, Bpifrance Participations SA, Briarwood Chase Management LLC, and Barclays Bank Ireland.
2
These lender-shareholders designate the other current lenders having the status of shareholder of the Company on the date of signature of the Memorandum or on the date of the General Meeting.
Attachment
Availability of a prospectus approved by the AMF