Ol Groupe : PLANNED SHARE CAPITAL INCREASE OF APPROXIMATELY EUR 52,000,000 SUPPORTED BY THE SHAREHOLDERS ICMI AND PATHÉ AND GUARANTEED BY NATIXIS

On 4 May 2015, the Board of directors of OL Groupe has unanimously approved the launching in the coming weeks of a share capital increase in cash with shareholders' preferential subscription rights of an approximate gross amount of 52 million Euros, subject to the market conditions.

The proceeds will be allocated to the:

- refinancing of the 2015 French OCEANE (1), in accordance with the undertakings of the company supported by its main shareholders, on 27 June 2014, as part of the new syndicated operating loan of the Group; the funds will hence be allocated to the redemption of the 2015 French OCEANE and also to the repayment upon maturity of the non-redeemed French OCEANE,
- development of the Group, in particular to the construction of new formation and training centres located in Meyzieu and Décines, as well as to refurbishment works and interior decoration of the Big Stadium (Grand Stade), and
- the balance, to the general corporate purposes of the Group.

The share capital increase will be subject to a prospectus which will be submitted to the French AMF visa. The prospectus will also specify the terms and conditions pertaining to the repurchase of the 2015 French OCEANE. On 4 May 2015, OL Group's Board of directors has authorised the repurchase of the 2015 French OCEANE at a price equal to the nominal value plus accrued interest as of 18 June 2015.

The transaction is supported by the two main shareholders of OL Group: ICMI, and Pathé. They intend to subscribe to the share capital increase up to their respective ownership interests and take part in the repurchase of the 2015 French OCEANE.

As a reminder, ICMI and Pathé currently hold respectively 34.2% and 29.9% of the share capital and 42.8% and 37.6% of the 2015 French OCEANE. ICMI also holds 40.3% of the 2023(2) French OSRANE. Pathé and OJEJ, a French société civile controlled by Jérôme Seydoux, hold 52.6% of the 2023 French OSRANE.

In the context of the transaction, OL Group will suspend in the coming days the exercise of dilutive instruments (the 2015 French OCEANE and 2023 French OSRANE).

The terms and conditions of the share capital increase, including amongst others the issuing price and subscription rate as well as the terms and conditions of the repurchase of the 2015 French OCEANE, will be announced via a press release on the launch date of this transaction.

OL Group is advised for the purpose of this transaction by Natixis which will be acting as lead arranger of the share capital increase and dealer manager of the repurchase of the 2015 French OCEANE. Natixis will provide a standard guarantee for the remaining shares deriving from the transaction beyond the subscription undertakings, and subject to the market conditions and the execution of a guarantee in accordance with market practices.

 

 
(1) The French OCEANE known as “Obligations à option de conversion en actions nouvelles ou existantes” which can be translated as Bonds with a convertible option into new or existing shares, have been issued in 2010 for a nominal amount of €24 million with a maturity in December 2015
(2) The French OSRANE known as “Obligations subordonnées remboursables en actions nouvelles ou existantes” which can be translated as subordinated bonds redeemable into new or existing shares, have been issued in 2013 for a nominal amount of €80 million with a maturity in 2023
 

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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