Ol Groupe : OL GROUPE ANNOUNCES THE SUCCESS OF ITS SHARE CAPITAL INCREASE WITH SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS OF APPROXIMATELY EUR 53 MILLION

• The share capital increase with shareholder's preferential subscription rights of approximately €53 million was oversubscribed with a total demand of approximately €58 million, representing approximately 109.58% of the offer.

OL Groupe (the “Company” or the “Group”) announces the success of the share capital increase with shareholders' preferential subscription rights launched on 27 May 2015.

The gross proceeds of the transaction amount to €52,965,144, issue premium included, corresponding to the issue of 33,103,215 new shares at a price of €1.60 per share.

Total subscription orders for this share capital increase amounted to approximately €58 million, i.e. a subscription rate of 109.58%. 31,702,380 new shares were subscribed by irrevocable entitlement (“à titre irréductible”), representing 95.77% of the new shares to be issued. Subscriptions subject to reduction (“à titre réductible”) amounted to 4,572,802 new shares, representing 13.81% of the shares to be issued, and will, as a result, be satisfied only in part, i.e. for 1,400,835 new shares.

The proceeds will be allocated to the:

(i) refinancing of the 2015 OCEANE[1], in accordance with the undertakings of the Company supported by its main shareholders, on 27 June 2014, as part of the signing of the new syndicated loan of the Group; the funds will be allocated to the repurchase from ICMI and Pathé and on the market of the 2015 OCEANE and the repayment at maturity of the 2015 OCEANE that have not been repurchased,
 

(ii) development of the Group, in particular to the construction of new academy and training centres located in Meyzieu and Décines, as well as to refurbishment works and interior decoration of the New Stadium (Grand Stade), and
 

(iii) for the balance, to the general corporate purposes of the Group.

The share capital of OL Groupe following the share capital increase will amount to €70,443,643.04 divided into 46,344,502 shares with a par value of €1.52 each.

In accordance with their commitments, the main shareholders, ICMI and Pathé, have confirmed their support to OL Groupe by exercising all of their preferential subscription rights in the share capital increase. Following this transaction, ICMI and Pathé will hold respectively 34.17% and 29.87% of OL Groupe's share capital and 37.52% and 29.75% of OL Groupe's voting rights.

« I am proud of the success of this share capital increase which will help support the development and the investments of the Group, in particular through the acceleration of the implementation of the Olympique Lyonnais Park. I would like to thank all our shareholders for this achievement which testifies their fidelity and their confidence in our project. I am convinced that our strategy will enable to strengthen OL Groupe's leading position at French, European or even global levels. », declared Jean-Michel Aulas, Chairman and Chief Executive Officer of OL Groupe.

The settlement and delivery of the share capital increase as well as the admission to listing and trading of the new shares are expected to take place on 18 June 2015. The new shares will carry dividend rights as from 1 July 2014 and will give right, as of their issue date, to all distributions decided by the Company. They will be, as from their issue date, immediately fungible with existing shares of the Company and will be traded on the same listing line under ISIN code FR0010428771.

Natixis was acting as Global Coordinator, Lead Manager and Bookrunner of the transaction.

Furthermore, as indicated in section 5.2.2 of the securities note approved by the French Autorité des marchés financiers on 26 May 2015 under number 15-221, Pathé purchased off-market on 1 June 2015 13,335 OSRANE[2] from ICMI at a price of €150 per OSRANE, i.e. a total amount of €2,000,250.

Disclaimer
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer.

The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the “Prospectus Directive”).

With respect to the member States of the European Economic Area which have implemented the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State other than France. As a result, the securities may not and will not be offered in any relevant member State other than France except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member State, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.

This document may not be distributed, directly or indirectly, in or into the United States. This document is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration. The shares of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offer of its securities in the United States.

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