Solocal Group: Lenders Approve Proposed Refinancing in SFA Proceeding
April 23 2014 - 1:01PM
Business Wire
Regulatory News:
Solocal Group (Paris:LOCAL), a company whose shares are listed
on Euronext Paris (LOCAL FP), NYSE Euronext, announces that the
creditors’ voting meeting of the Company’s Sauvegarde Financière
Accélerée (“SFA”) proceeding took place today and that the SFA Plan
incorporating the terms of the Proposed Refinancing has been
approved by its lenders representing over 92% of the commitments of
Facility A3, A5 and B3 Lenders who voted, with a large
participation of lenders representing over 94% of the commitments
of Facility A3, A5 and B3 Lenders. The Proposed Refinancing
consists in extending the maturities of the Company’s A3, A5 and B3
Facilities to 15 March 2018 with an option to further extend to 15
March 2020 (subject to certain conditions) and certain other
amendments (the “Proposed Refinancing”) in exchange for a minimum
400 million euros prepayment at par of the A3 and A5 Facilities
with proceeds from the planned minimum 440 million euros capital
increase.
The next step of the SFA proceeding is for the Commercial Court
of Nanterre to review and, if acceptable, homologate the SFA Plan
thereby making it binding on 100% of the commitments of the
Facility A3, A5 and B3 lenders and thereby satisfying one of the
key conditions precedent to the minimum 440 million euros capital
increase.
The completion of the Proposed Refinancing will remain
inter-conditional with the shareholders’ approval and successful
completion of the announced capital increase.
Resolutions related to the capital increase will be submitted to
Solocal Group’s shareholder approval at an EGM convened for April
29th, 2014. Subject to conditions precedent being met, Solocal
expects to launch its capital increase in May 2014.
About Solocal Group
Solocal Group, the leader in local communication, became the new
name of PagesJaunes Groupe on 5 June 2013. The Group offers online
content, advertising solutions and transactional services that
connect consumers and clients locally. It brings together around
4,500 people, including more than 2,200 advisors in local
communication in France and Spain to support the digital
development of companies (SMEs and micro businesses, tier 1 brand
accounts, etc.), 17 strong and complementary brands (PagesJaunes,
Mappy, 123people, 123deal, A vendre A louer, Embauche.com,
Keltravo, Chronoresto, ZoomOn, Solocal Network, ComprendreChoisir,
ClicRDV, PJMS, Horyzon Media, Leadformance, QDQ, Editus and Solocal
Group) and nearly 650,000 clients. In 2013, Solocal Group generated
nearly 1 billion euros in revenues, of which 63% via the Internet,
and thus ranks among the key European players in terms of online
advertising revenues. Solocal Group is listed on NYSE Euronext
Paris (LOCAL). Information on Solocal Group is available at
www.solocalgroup.com.
This press release contains certain forward-looking statements.
Although Solocal Group believes its expectations are based on
reasonable assumptions, these forward-looking statements are
subject to numerous risks and uncertainties, which could cause
actual results to differ materially from those anticipated in such
forward-looking statements. For a discussion of risks and
uncertainties which could cause the company's actual results,
financial condition, performance or achievements to differ from
forward-looking statements, please refer to the Risk Factors
section of the Document de Reference of Solocal Group filed with
the AMF, which is available on the AMF website (www.amf-france.org)
or on Solocal Group website (www.solocalgroup.com).This press
release and the information contained herein do not constitute an
offer to sell or a solicitation of an offer to buy or subscribe to
shares in Solocal Group in any country.This press release does not
constitute or form part of an offer or solicitation of an offer to
buy or subscribe for securities in France. The capital increase
with shareholders’ preferential subscription right referred to in
this press release will be presented in a prospectus subject to the
visa of the French market authority “Autorité des Marchés
Financiers”.With respect to the member states of the European
Economic Area which have implemented the Directive 2003/71/EC of
the European Parliament and the Council of November 4, 2003 (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 the 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 Solocal Group
of a prospectus pursuant to Article 3 of the Prospectus Directive
and/or to applicable regulations of that relevant member state.This
press release is not an offer of securities for sale in the United
States or any other jurisdiction. Securities may not be sold or
offered in the United States unless they are registered or are
exempt from the registration requirements of the U.S. Securities
Act of 1933, as amended. Solocal Group does not intend to register
any portion of this offering in the United States or to conduct a
public offering of securities in the United States.In the United
Kingdom, this press release is only being distributed to, and is
only directed at, persons that (i) are “investment professionals”
(falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Order"), (ii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc.") of
the Order, or (iii) are persons to whom an invitation or inducement
to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000) in connection with
the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). In the United
Kingdom, this press release is directed only at relevant persons
and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which
this press release relates is available only to relevant persons
and will be engaged in only with relevant persons.It may be
unlawful to distribute this press release in certain jurisdictions.
This press release is not for distribution in Canada, Japan or
Australia.
Solocal GroupPressDelphine Penalva, +33 1 46 23 35
31dpenalva@solocal.comEdwige Druon, +33 1 46 23 37
56edruon@solocal.comorInvestorsElsa Cardarelli, +33 1 46 23
40 92ecardarelli@solocal.com
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