Launch of the distribution of 65% of Technicolor Creative Studios to Technicolor shareholders
Paris (France), September 22, 2022 – Technicolor SA (Euronext Paris: TCH; OTCQX: TCLRY) (along with its subsidiaries, the “Group”) declares that its Board of Directors, throughout a gathering held in the present day, formally launched the distribution of 65% of Technicolor Creative Studios (“TCS”) shares (the “Distribution in Kind”), following the fulfilment of all circumstances precedent to the Distribution in Kind set forth in the second decision of Technicolor’s common shareholders’ assembly held on September 6, 2022. This determination additionally triggered the computerized conversion of the Mandatory Convertible Notes (“MCN”) issued by Technicolor on September 15, 2022 into Technicolor shares which might be entitled to the Distribution in Kind.
Main traits and timetable of the Distribution in Kind
A complete of 355,343,245 excellent Technicolor shares might be entitled to the Distribution in Kind, in order that, in accordance with the distribution ratio of 1 TCS share for 1 excellent Technicolor share, the similar quantity of 355,343,245 TCS shares might be distributed, representing 65% of TCS’ excellent share capital at the time of the Distribution in Kind.
The timetable regarding the Distribution in Kind entails the following major steps:
- the admission of the TCS shares to buying and selling on the regulated market of Euronext in Paris (“Euronext Paris”) underneath the ticker image TCHCS and the ex-date of the Distribution in Kind will happen on September 27, 2022;
- the date for figuring out the beneficiaries of the Distribution in sort might be September 28, 2022; and
- the fee of the Distribution in Kind (supply of the TCS shares) will happen on September 29, 2022.
The Board of Directors confirmed that the Distribution in Kind could be charged to the further paid-in capital account of Technicolor for an quantity equal to €1.9539 per share. Such quantity outcomes from the world worth of TCS, set by the Board of Directors of Technicolor taking into consideration the work and the conclusions of Finexsi, the impartial skilled appointed for the function of assessing TCS worth, divided by the quantity of TCS shares truly excellent (i.e., 546,681,915 shares).
Considering the present composition of the shareholders’ fairness which doesn’t embrace any distributable earnings and reserves apart from these ensuing from contributions, the Distribution in Kind might be characterised, from a French tax perspective, as a reimbursement of capital contributions, inside the which means of paragraph 1) of Article 112 of the French Tax Code which doesn’t represent distributed revenue.
The technical reference value for every TCS share, communicated to Euronext Paris for the opening of the buying and selling session of September 27, 2022 additionally quantities to €1.9539 per share. The technical reference value is merely indicative and is probably not relied on to find out the buying and selling value of the TCS shares going ahead. In addition, this value of €1.9539 per share must be retained by Technicolor shareholders to find out the tax worth of the TCS shares acquired as half of the Distribution in Kind, in the occasion of a subsequent sale of these shares.
Technicolor is happy to announce this step which marks a significant milestone in the spin-off course of introduced by the Group on February 24, 2022.
This press launch has been ready by Technicolor SA (“TSA”) in the context of the contemplated spin-off of Technicolor Creative Studios (“TCS” or the “Company”) consequently of which TSA ex-TCS is to turn out to be Vantiva. This press launch is an commercial and doesn’t represent a prospectus underneath Regulation (EU) 2017/1129 of the European parliament and of the council of 14 June 2017 (the “Prospectus Regulation”).
The prospectus ready by TCS in reference to the admission of TCS shares to buying and selling on the regulated market of Euronext in Paris as half of the distribution of 65% of TCS shares by TSA to its shareholders, authorised by the AMF on August 1, 2022 underneath quantity 22-331, is offered free of cost and upon request at the firm’s registered workplace, 8-10 rue du Renard, 75004 Paris, France, or on the web sites of the AMF (https://www.amf-france.org), Technicolor (https://www.technicolor.com/fr/relations-investisseurs) and Technicolor Creative Studios (https://www.technicolorcreative.com/investors/). The approval of the prospectus by the AMF shouldn’t be understood as an endorsement of the TCS shares lined by the prospectus. Potential traders in TCS are invited to seek the advice of the prospectus earlier than investing determination to be able to totally perceive the potential dangers and rewards related to the determination to spend money on TCS shares. In explicit, traders’ consideration is drawn to the threat elements regarding TCS described in Chapter 3 of the prospectus.
The distribution of this press launch and the distribution of the shares of the Company could also be restricted by legislation in sure jurisdictions and individuals into whose possession this doc or different data referred to herein comes ought to inform themselves about and observe any such restriction. Any failure to adjust to these restrictions might represent a violation of the securities legal guidelines of any such jurisdiction. This press launch shouldn’t be a suggestion of securities or investments on the market nor a solicitation of a suggestion to purchase securities or investments in any jurisdiction the place such supply or solicitation could be illegal. No motion has been taken that may allow an providing of the securities or possession or distribution of this press launch in any jurisdiction the place motion for that function is required. Persons into whose possession this press launch comes are required to tell themselves about and to watch any such restrictions.
The data contained on this announcement is for background functions solely and doesn’t purport to be full or full and no reliance could also be positioned by any particular person for any function on the data contained on this announcement or its accuracy, equity or completeness. Any buy or subscription of shares of the Company must be made solely on the foundation of the data contained in the prospectus regarding the admission of TCS shares on the regulated market Euronext Paris printed on the web site of TSA and TCS.
In France, a public providing of securities might solely be carried out on the foundation of a prospectus authorised by the AMF.
European Economic Area and United Kingdom
With respect to member states of the European Economic Area (“EEA”) apart from France (every, a “Member State”) and the United Kingdom (collectively, the “Concerned States”), no motion has been undertaken or might be undertaken to make a suggestion to the public of the shares of the Company requiring a publication of a prospectus in any Concerned State. As a consequence, this press launch might solely be distributed in Member States: a) to authorized entities that are certified traders, as outlined in the Prospectus Regulation, for any investor in a Member State, or Regulation (EU) 2017/1129 as half of nationwide legislation underneath the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom; b)to fewer than 150 pure or authorized individuals (apart from certified traders as outlined by the Prospectus Regulation or the UK Prospectus Regulation, as the case could also be); or c) in circumstances falling inside Article 1(4) of the Prospectus Regulation or in the different case which doesn’t require the publication of a prospectus pursuant to the Prospectus Regulation, the UK Prospectus Regulation and/or relevant regulation in these Concerned States.
This press launch doesn’t represent a suggestion of the Securities to the public in the United Kingdom. The distribution of this press launch shouldn’t be made, and has not been authorised, by an “authorised person” inside the which means of part 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press launch is directed solely at individuals who (i) are positioned exterior the United Kingdom, (ii) are funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or (iii) are excessive web value entities and different individuals to whom it could be lawfully communicated falling inside Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (all such individuals talked about in paragraphs (i), (ii) and (iii) collectively being known as “Relevant Persons”). The Securities will solely be obtainable to Relevant Persons and any invitation, supply or settlement to subscribe, buy or purchase such Securities could also be addressed or engaged in solely with Relevant Persons. All individuals apart from Relevant Persons should abstain from utilizing or counting on this doc and all data contained therein. This press launch shouldn’t be a prospectus which has been authorised by the Financial Conduct Authority or every other United Kingdom regulatory authority for the functions of Section 85 of the Financial Services and Markets Act 2000.
United States of America
This press launch doesn’t represent or type an element of any supply of Securities or solicitation to buy or subscribe for Securities in the United States. The Securities is probably not supplied, subscribed or offered in the United States absent registration underneath the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), besides pursuant to an exemption from, or in a transaction not topic to, the registration necessities thereof. The shares of the Company haven’t been and won’t be registered underneath the U.S. Securities Act and the Company doesn’t intend to make a public supply of its securities in the United States.
Canada, Australia and Japan
The Securities is probably not supplied or offered in Canada, Australia and Japan.
Technicolor shares are admitted to buying and selling on the regulated market of Euronext Paris (TCH) and are tradable in the type of American Depositary Receipts (ADR) in the United States on the OTCQX market (TCLRY).
| Alexandra Fichelson
| Catherine Kuttner
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