CHARGEURS 
By PR Newswire/Les Echos/
Chargeurs
Société Anonyme with share capital of EUR1 ,660,335.52
Head office: 29-31, rue Washington, 75008 Paris
RCS Paris 390 474 898
ADDITIONAL REPORT OF THE BOARD OF DIRECTORS
(ARTICLE R. 225-116 OF THE FRENCH COMMERCIAL CODE)
To the shareholders
The Board of Directors decided to use the authorization granted by the sixth
resolution of the Shareholders' Meeting of February 8, 2010 to carry out a
subordinated convertible bond issue with preemptive subscription rights for
existing shareholders.
In application of Article R.225-1 16 of the French Commercial Code (Code de
Commerce), we have prepared this additional report describing the general terms
and conditions of the bond issue.
1 Terms and conditions
1.1 Shareholders' Meeting of February 8, 2010
In the sixth resolution of the Shareholders' Meeting on February 8, 2010,
the Board of Directors was given a 26-month authorization to issue on one
or more occasions, shares of the Company and/or securities carrying
immediate and/or deferred rights to the Company's shares or to debt
securities, with pre-emptive rights for existing shareholders.
The aggregate par value of the shares to be issued under this
authorization, directly and/or on conversion, exchange, redemption or
exercise of other securities, was capped at EUR30 million, and the
maximum amount of the related capital increase(s) was set at EUR30
million including issue premiums, plus the par value of any additional
shares to be issued to protect the rights of holders of securities
carrying rights to shares.
The maximum aggregate nominal value of debt securities to be issued
under this authorization, either immediately or in the future, was capped
at EUR30 million.
1.2 Board of Directors meeting of March 11, 2010
On March 11, 2010, the Board of Directors decided to use the authorization
granted by the sixth resolution of the Shareholders' Meeting of February
8, 2010 to issue (i) up to EUR23 million worth of subordinated
convertible bonds (the Bonds) with pre-emptive subscription rights for
existing shareholders and (ii) up to EUR30 million worth of shares on
conversion of the Bonds, plus the number of additional shares needed to
protect the rights of convertible bondholders, in accordance with the law
and the terms and conditions of the Bond issue.
The Board of Directors also gave full powers to the Chairman and Chief
Executive Officer to implement the capital increase by launching the Bond
issue, in accordance with the terms and conditions specified in the sixth
resolution of the Shareholders' Meeting of February 8, 2010 and the Board
of Directors' decision.
1.3 Chairman and Chief Executive Officer's decision of March 11, 2010
Acting on the authority vested in him by the Board of Directors at its
meeting of March 11, 2010, the Chairman and Chief Executive Officer
decided on the same day to launch a EUR22.8 million subordinated
convertible Bond issue with pre-emptive subscription rights for existing
shareholders. The main terms of the issue are as follows:
Principal Terms of the Bond Issue
Purpose of the issue and use of The Bond issue is a prerequisite step in
the proceeds finalizing the debt restructuring agreed with
the Group's banks on January 7, 2010. The net
proceeds will be used to strengthen the
capital base of (i) Chargeurs S.A.
(EUR6 million) and (ii) Chargeurs Entoilage,
the Interlining business's holding
company (EUR16 million).
Issue amount and gross proceeds EUR22,829,565
Estimated net proceeds Approximately EUR22.3 million
Number of Bonds 415,083 subordinated Bonds convertible into
new ordinary shares
Nominal value of the Bonds EUR55
Issue date, cum interest date Planned issue date: April 15, 2010
and settlement date
Listing date Scheduled for listing on NYSE Euronext Paris
on April 15, 2010 (ISIN FR0010870931)
Ranking of the Bonds The Bonds constitute direct, subordinated,
unconditional and unsecured debt.
Fixed ranking Only if a lien is granted to holders of other
subordinated debt issued by the Company.
Coupon Holders of Bonds redeemed at maturity on
January 1, 2016 will receive a stock-based
remuneration equal to 6.06 Chargeurs shares
per Bond (before giving effect to any
adjustments that may be necessary as a result
of any corporate actions).
In the case of voluntary or mandatory early
redemption, or conversion, the stock-based
remuneration will be calculated ratably based
on the period that has elapsed since the
issue date as explained in section 4.1.7
of the prospectus.
Life of the Bonds 5 years and 261 days
Redemption at maturity The Bonds are redeemable at maturity on
January 1, 2016 (or the next business day if
January 1, 2016 is not a business day)
at par.
Buyback and retirement of the The Company may, at any time, buy back and
Bonds by the Company retire all or some of the Bonds, subject to
the unanimous agreement of the banks that
are parties to the debt restructuring
agreement. Said Bonds may be purchased by
means of on or off-market transactions or
through public purchase or exchange offers,
without any limits as to the buyback price
or the number of Bonds purchased and retired.
Retirement of the Bond issue Subject to the unanimous agreement of the
at the option of the Company banks that are parties to the debt
restructuring agreement, the Company may, at
any time between January 1, 2012 and the
Bonds' maturity date, provided it gives at
least 30 days' notice, redeem all outstanding
Bonds at par if the arithmetical average of
the opening prices quoted for the Company's
shares on NYSE Euronext Paris over ten
consecutive trading days within the 20-day
period preceding the publication of the
retirement notice exceeds EUR6.
Likewise, subject to the unanimous agreement
of the banks that are parties to the debt
restructuring agreement, the Company may, at
any time, provided it gives at least 30 days'
notice, redeem all outstanding Bonds at par
if the number of Bonds outstanding represents
less than 10% of the total number of Bonds
originally issued.
Acceleration clause The Bonds will become redeemable at par
immediately following the occurrence of
certain events (including payment default or
breach of the Bond conditions).
Conversion of Bonds into shares Bondholders may convert their Bonds into
Chargeurs shares at any time between the
issue date and the seventh business day
preceding the normal or early redemption
date, according to a ratio of 27 new shares
for 1 Bond (before giving effect to any
adjustments that may be necessary as a
result of any corporate actions).
Cum-rights and listing date The new shares will be issued cum rights
of new shares issued on from the first day of the fiscal year
conversion during which the Bonds are converted.
Applicable law French law
The terms and conditions of the Bonds are presented in the prospectus approved
by the Autorité des Marchés Financiers on March 11, 2010 (No. 10-044).
2 Impact of the Bond issue and of the conversion of all the Bonds on the
situation of holders of shares and share equivalents
The issue of the Bonds, their conversion into new shares and the payment of
the coupon in new shares (in the event that all the Bonds are converted on the
seventh business day preceding the maturity date) will have the following
impact on consolidated net assets per share:
Calculation based on consolidated net assets excluding minority interests at
December 31, 2009 - as reported in the 2009 consolidated financial
statements-and the number of Chargeurs shares outstanding on this date less
treasury shares.
Net assets per share (in EUR)
Prior to the issue of 415,083 Bonds 12.69
Following the issue of 415,083 Bonds and their
conversion into shares 7.10
Following the issue of 415,083 Bonds and their
conversion into new shares and payment of the
coupon in new shares (in the event that all the 6.48
Bonds are converted on the seventh business day
preceding the maturity date)
The issue of the Bonds, their conversion into new shares and the payment of the
coupon in new shares (in the event that all the Bonds are converted on the
seventh business day preceding the maturity date) will have the following impact
on a shareholder who owns 1% of the Company's capital prior to the issue and who
does not participate in the issue:
Calculation based on the number of Chargeurs shares outstanding at December 31,
2009.
Shareholder's interest (in %)
Prior to the issue of 415,083 Bonds 1%
Following the issue of 415,083 Bonds and
their conversion into shares 0.48%
Following the issue of 415,083 Bonds and their
conversion into new shares and payment of the
coupon in new shares (in the event that all the 0.44%
Bonds are converted on the seventh business
day preceding the maturity date)
3 Impact of the Bond issue, the conversion of all the Bonds and the payment of
the coupon in new shares on Chargeurs' share price
The following table shows the theoretical impact on the Chargeurs' share price
of EUR4.71 (corresponding to the average of the closing prices quoted for
Chargeurs shares over the twenty trading days preceding March 11, 2010) of the
Bond issue, the conversion of all the Bonds into new shares and the payment of
the coupon in new shares (in the event that all the Bonds are converted on the
seventh business day preceding the maturity date):
Chargeurs share price
(in EUR)
Prior to the issue of 415,083 Bonds 4.71
Following the issue of 415,083 Bonds and their
conversion into shares 3.30
Following the issue of 415,083 Bonds and their
conversion into new shares and payment of the
coupon in new shares (in the event that all the 3.01
Bonds are converted on the seventh business day
preceding the maturity date)
In accordance with applicable rules and regulations, this report will be made
available to shareholders at the Company's head office and will be read out at
the next shareholders' meeting.
The Board of Directors
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information. All information should be checked prior to publication.CHARGEURS : Additional Report of the Board of Directors
April 21, 2010 at 04:30 am EDT
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