Launch of a capital increase with shareholders’ preferential subscription right of approximately EUR 50 million in accordance with Europcar Mobility Group’s accelerated financial safeguard plan and...
Launch of a capital increase with shareholders’ preferential subscription right of approximately EUR 50 million in accordance with Europcar Mobility Group’s accelerated financial safeguard plan and as part of Europcar Mobility Group’s financial restructuring transactions
Europcar Mobility Group (Paris:EUCAR) (the “Company” or “EMG”) announces today the launch of a capital increase with preferential subscription rights (“Preferential Subscription Right”) of the shareholders for a gross amount, including issue premium, of EUR 50,104,964.79 (the “Capital Increase with Preferential Subscription Right”).
The Company filed an amendment to the Company’s 2019 universal registration document with the Autorité des marchés financiers (“AMF”) on January 12, 2021 under number D.20-0448-A01 (the “Amendment”).
The Company also announces that, on February 4, 2021, the AMF approved under number 21-027 the prospectus (the “Prospectus”) made available to the public in connection with the issuance and admission to trading on the regulated market of Euronext Paris (“Euronext Paris”) of new ordinary shares to be subscribed in cash, as part of a capital increase with shareholders’ preferential rights, for a gross amount, including issue premium, of EUR 50,104,964.79 through the issuance of 263,710,341 new shares at a unit price of EUR 0,19 per new share (i.e. EUR 0.01 nominal value and EUR 0.18 issue premium per new share), in the ratio of 17 new shares for 10 existing shares.
The completion of this Capital Increase with Preferential Subscription Right is part of the Company’s accelerated financial safeguard plan approved on January 7, 2021 by the Company’s committee of banks and financial institutions and the general meeting of bondholders, reviewed by the Paris Commercial Court on January 25, 2021 and approved by the Paris Commercial Court on February 3, 2021 (the “Safeguard Plan”). The accelerated financial safeguard proceedings, as well as the judgment of the Paris Commercial Court approving the Safeguard Plan, have also been recognized by U.S. courts today as part of the Chapter 15 proceedings of the U.S. Bankruptcy Code.
The Safeguard Plan also provides for the issuance of new shares:
- (A) in the context of (i) the capital increase with waiver of the shareholders’ preferential subscription rights in favor the noteholders that have committed to subscribe during the open period in accordance with the Lock-Up Agreement (or any assignee of such subscription rights) and the Backstopping Noteholders, to a maximum gross amount, including issue premium, of EUR 199,999,999.82, at the unit price of EUR 0.19 per share, to be subscribed for in cash through a cash payment (the “Reserved Capital Increase #1”), (ii) the capital increase with waiver of the shareholders’ preferential subscription right in favor of the Noteholders, in proportion to their Note Claims, on the reference date, to a maximum gross amount, including issue premium, of EUR 1,083,406,249.64, at a unit price of EUR 0.38, to be subscribed by way of set-off against the amount of liquid and payable debts held by the Noteholders, on the reference date (the “Reserved Capital Increase #2”) and (iii) the capital increase with waiver of the shareholders’ preferential subscription right in favor of the CS Lenders, in proportion to their CS Debts, at the reference date, to a maximum gross amount, including issue premium, of EUR 50,375,205.40, at a unit price of EUR 0.38, to be subscribed by way of sett-off against the total amount of the liquid and payable CS Debts held by the CS Lenders on the reference date (the “Reserved Capital Increase #3”, together with the Reserved Capital Increase #1 and the Reserved Capital Increase #2, the “Reserved Capital Increases”).
- and (B) upon exercise of (i) the warrants granted for free to the Backstopping Noteholders (as remuneration for their Backstop Commitments) (the “Backstop Warrants”), (ii) the warrants granted for free to the RCF Lenders, the Noteholders and the Backstopping Noteholders who have effectively participated in the Refinancing of the RCF as remuneration for their effective participation in the New Senior Credit Facilities (the “Participation Warrants”), and (iii) the warrants granted for free to the Members of the Coordination Committee (as remuneration for their time and efforts in the negotiation and structuring of the Financial Restructuring as well as for their overall coordination role in the context of the Financial Restructuring) (the “Coordination Warrants”, together with the Backstop Warrants and the Participation Warrants, the “Warrants”).
It shall be noted that the aforementioned issuances provided for in the Safeguard Plan are indivisible and therefore if one of these issuances could not be carried out, none of them would be carried out. The settlement-delivery of the Capital Increase with Preferential Subscription Right must occur concurrently with the settlement-delivery of (i) the Reserved Capital Increase #1, (ii) the Reserved Capital Increase #2, (iii) the Reserved Capital Increase #3, (iv) the Backstop Warrants, (v) the Participation Warrants and (vi) the Coordination Warrants.
Any amount not subscribed for after the subscription period of the Capital Increase with Preferential Subscription Right is fully backstopped by the holders of the Notes (as this term is defined in the Prospectus) (including the members of the Cross-Holders Coordination Committee) who acceded to the Lock-up Agreement (as this term is defined in the Prospectus) and represent EUR 735,711,0001 in principal amount of Notes and 70.07%1 of the aggregate principal amount of the Notes outstanding on November 25, 2020.
The admission to trading on Euronext Paris of the new shares to be issued in the context of the Reserved Capital Increases and the exercise of the Warrants was described in a prospectus approved by the AMF on January 12, 2021 under number 21-011.
The general meeting of the Company’s shareholders held on January 20, 2021, approved all the resolutions necessary for the implementation of the Company’s financial restructuring, including the Safeguard Plan, and, in particular, authorized the completion of the Capital Increase with Preferential Subscription Right.
The Company appointed on a voluntary basis the firm Finexsi, located at 14 rue Bassano, 75116 Paris, and represented by Mr. Olivier Peronnet and Mr. Lucas Robin, as independent expert, in accordance with Article 261-3 of the AMF’s General Regulations, in order to give an opinion on the fairness of the terms and conditions of the Company’s restructuring from the perspective of the current shareholders.
The conclusion of the opinion is reproduced below:
“In conclusion, for the shareholder, the implementation of this Restructuring makes it possible to maintain the Company as a going concern, by cleaning up its financial structure and by financing, through the injection of new money, the estimated operating losses for the coming fiscal years and future investments. The Restructuring also enables the Company to restore value in comparison with the current situation.
Therefore, in the context of the Company’s current financial difficulties, we consider that, as of the date of this report, the terms and conditions of the Transaction are fair from a financial point of view for the shareholders.”
This independent expert’s report, provided at the Company’s request, is available, with the consent of Finexsi, on the Company’s website (https://investors.europcar-group.com/fr).
Main terms and conditions of the Capital Increase with Preferential Subscription Right
The Capital Increase with Preferential Subscription Right will result in the issuance of 263,710,341 new ordinary shares (the “New Shares”) at a unit price of EUR 0.19, including the issue premium, i.e. a gross amount of EUR 50,104,664.79.
Each shareholder of the Company will receive on February 10, 2021 one Preferential Subscription Right per share recorded in its securities account at close of trading on February 9, 2021, according to the indicative timetable. The existing shares will thus be traded ex right as from February 8, 2021.
10 Preferential Subscription Right will give the right to subscribe, by irrevocable entitlement, to 17 New Shares, at a subscription price per New Share of EUR 0.19 (i.e. par value of EUR 0.01 and issue premium of EUR 0.18).
Applications for subscriptions on a reducible basis are accepted but remain subject to reduction in the event of oversubscription. Only the New Shares that may not be absorbed by irrevocable subscriptions will be allocated and allotted to subscribers on a reducible basis. Orders for subscriptions subject to reduction will be served within the limit of their requests and in proportion to the number of existing shares whose rights will have been used in support of their subscription by way of irrevocable entitlement.
In accordance with the provisions of Article L. 225-134 of the French Commercial Code, if the subscriptions on an irreducible basis and, if applicable, on a reducible basis, have not absorbed the entire amount of the issue, the Management Board may allocate the unsubscribed shares among the Backstopping Noteholders, in accordance with their subscription undertakings as a guarantee of the Capital Increase with Preferential Subscription Right detailed below.
Based on the closing price of the Company’s share on February 3, 2021, the trading day prior to the date of approval of the Prospectus by the AMF, i.e. EUR 0.6365:
- The subscription price of the New Shares of EUR 0.19 shows a face discount of 70 %,
- The theoretical value of the preferential subscription right amounts to EUR 0.2754 (noting that its value may change during the period of negotiation of the Preferential Subscription Right, mainly depending on the evolution of the EMG share price),
- The theoretical value of the share ex-right amounts to EUR 0.3611, and
- The subscription price of the New Shares shows a discount of 47 % compared to the theoretical value of the share ex-right.
These amounts are not indicative of the market value of the Preferential Subscription Right during the period of negotiation of the Preferential Subscription Rights or of the share ex-rights or any related discounts.
The Capital Increase with Preferential Subscription Right will be open to the public only in France.
Crédit Agricole Corporate & Investment Bank and Société Générale are acting as Joint Global Coordinators and Joint Bookrunners in respect with the Capital Increase with Preferential Subscription Right.
The negotiation period for the Preferential Subscription Right will start on February 8, 2021 until February 17, 2021 (included). During this period, the Preferential Subscription Right will be tradable on the regulated market of Euronext Paris under ISIN code FR0014001GY9. It will no longer be possible to buy or sell the Preferential Subscription Right after the closing of the trading session of February 17, 2021.
The subscription period for the New Shares will start on February 10, 2021 until February 19, 2021 (included).
The Preferential Subscription Right not exercised will automatically become null and void at the end of the subscription period, i.e. on February 19, 2021 at close of the trading.
The settlement-delivery and the admission to trading of the New Shares are expected to take place on February 26, 2021. The New Shares will carry current dividend rights and will be immediately assimilated to the existing shares of the Company and will be traded on the same quotation line under the same ISIN code FR0012789949.
Commitments and subscription intentions
Under the terms of the Safeguard Plan, the Backstopping Noteholders undertook to subscribe fully in cash the number of shares not subscribed on an irreducible or reducible basis as part of the Capital Increase with Preferential Subscription Right, in proportion to their respective holdings of notes.
Except for the company Eurazeo SE which indicated to the Company that it has no intention to subscribe to the Capital Increase with Preferential Subscription Rights and reserves its rights to transfer its preferential subscription rights, the Company is not aware of the intentions of the shareholders or members of its management, executive or supervisory bodies.
Use of the product
The Capital Increase with Preferential Subscription Right is intended to partially implement the Company’s Safeguard Plan.
The subscription amount of the Capital Increase with Preferential Subscription Right will enable the Company to contribute to the coverage of the corporate operational financing needs (and in particular cash consumption) and investments needs related to the maintenance and implementation of its “Connect” plan, the debt service restored following the restructuring, as well as (i) the increase of insurance guarantees, (ii) the normalization of the non-fleet working capital requirement and (iii) transaction costs.
Impact of issues on the situation of a shareholder
Share of capital (in %)
Before issuance of the new shares relating to the Reserved Capital Increases, allocation of the Warrants and issuance of the New Shares as part of the Capital Increase with Preferential Subscription Right
After issuance of 4,587,980,216 new shares relating to the Reserved Capital Increases and the exercise of all the Warrants
After issuance of 4,851,690,557 new shares relating to the Reserved Capital Increase, the exercise of all Warrants and the Capital Increase with Preferential Subscription Right (considering the absence of subscription to the Capital Increase with Preferential Subscription Right by the existing shareholders)
After issuance of 4,851,690,557 new shares relating to the Reserved Capital Increases, the exercise of all Warrants and the Capital Increase with Preferential Subscription Right (considering a 100 % subscription to the Capital Increase with Preferential Subscription Right by the existing shareholders)
Calculations based on the number of shares comprising the Company’s share capital on December 31, 2020 (163,884,278)
Implementation by the Management Board of the financial delegations of authority approved by the shareholders’ general meeting of 20 January 2021
All the resolutions required to implement the financial restructuring plan having been approved by the shareholders’ general meeting held on January 20, 2021, the Management Board has decided to implement, on February 4, 2021, the delegations of authority granted to it on that occasion2 in order to proceed, to:
- a capital increase in cash through the issue of 263,710,341 new ordinary shares, with shareholders’ preferential subscription rights;
- a capital increase in cash through the issue of 1,052,631,578 new ordinary shares, with waiver of the preferential subscription rights, in favor of the Participating Noteholders, constituting a category of persons meeting specific characteristics;
- a capital increase in cash to be paid up by way of set-off against certain, liquid and due claims by the issue of 2,851,069,078 new ordinary shares, with waiver of the preferential subscription rights, in favor of the Noteholders, constituting a category of persons meeting specific characteristics;
- a capital increase in cash to be paid up by way of set-off against certain, liquid and due claims by the issue of 132,566,330 new ordinary shares, with waiver of the preferential subscription rights, in favor of the CS Lenders, constituting a category of persons meeting specific characteristics;
- the issue and allocation, for free, of 401,245,986 warrants with waiver of the shareholders’ preferential subscription right, in favor of the Backstopping Noteholders, constituting a category of persons meeting specific characteristics;
- the issue and allocation, for free, of 75,233,622 warrants with waiver of the shareholders’ preferential subscription right, in favor of the members of the Cross-Holders Coordination Committee, constituting a category of persons meeting specific characteristics;
- the issue and allocation, for free, of 75,233,622 warrants with waiver of the shareholders’ preferential subscription right, in favor of the lenders under the RCF and to the Participating Noteholders (including the Backstopping Noteholders) effectively participating in the Refinancing of the RCF, constituting a category of persons meeting specific characteristics.
The prospectus consisting of (i) the universal registration document of EMG filed with the AMF on May 6, 2020 under number D.20-0448, (ii) the Amendment and (iii) an offering circular (including the summary of the prospectus) having obtained approval number 21-027 from the AMF on February 4, 2021 is available on the AMF website (www.amf-france.org) and on the company’s website (https://investors.europcar-group.com/fr). Potential investors are invited to read the prospectus before making an investment decision in order to fully understand the potential risks and benefits associated with the decision to invest in the securities. Approval of the prospectus by the AMF should not be considered as a favorable opinion on the securities offered or admitted to trading on a regulated market.
For the purposes of negotiating the proposed financial restructuring (more fully described in Chapter 1 “Presentation of the Financial Restructuring” of the Amendment), the Company has prepared, and communicated, in September 2020, to some of its creditors who were bound by confidentiality agreements, a "Connect" business plan in order to identify new liquidity needs and forecasts for select financial aggregates for fiscal years 2021, 2022 and 2023, excerpted from such business plan.
These forecasts were published in the Company’s press release date November 26, 2020 (see Section 1.1 of the Amendment).
These revenue and corporate EBITDA forecasts were made in accordance with the accounting methods used for the consolidated financial statements for the year ended December 31, 2019 and for the interim six-month period ended on June 30, 2020. The forecasts were finalized in September 2020 based on the general assumptions that:
- the Covid-19 pandemic will not further impact the Company;
- the economy will gradually begin to recover in 2021 and the Company’s biggest markets will have recovered by 2023, driving a recovery in rental day volume;
- The financial restructuring transactions proposed under the Safeguard Plan will be effectively executed in Q1 2021.
Some assumptions and forecasts may have changed since they were prepared and will continue to evolve given the current situation and the uncertainties surrounding the COVID-19 pandemic as at the date of the Amendment. For example, as the second wave of COVID-19 unfurled across most of Europe in October/November 2020, countries such as the UK and Germany reintroduced lockdown measures while others accelerated the roll-out of vaccines. As previously indicated in its press release on November 26, 2020, due to recent coronavirus developments and the persistent uncertainties regarding its main markets, the Company is not in a position as at the date of the Prospectus to measure the impacts on its business and therefore to provide the Group’s 2021 guidance. This information should not be considered profit forecasts or estimates as defined by Commission Delegated Regulation (EU) 2019/980 of March 14, 2019.
This press release and the information it contains do not constitute an offer to sell or subscribe, or a solicitation of an order to buy or subscribe, Europcar Mobility Group securities. The dissemination, publication or distribution of this press release in certain countries may constitute a violation of applicable laws and regulations. Accordingly, persons who are physically present in such countries and in which this press release is disseminated, distributed or published should inform themselves of and comply with any such local restrictions.
This press release is not an advertisement and does not constitute a prospectus within the meaning of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing the Prospectus Directive 2003/71/EC (as amended the “Prospectus Regulation”).
The information in this press release is provided for informational purposes only and does not purport to be comprehensive and no person shall rely in any manner whatsoever on the information contained herein or its accuracy, precision or completeness. Any purchase of securities must be made solely based on the information contained in the Prospectus approved by the AMF and published on the Company’s and the AMF’s respective websites. Potential investors are invited to read the prospectus before making an investment decision in order to fully understand the potential risks and benefits associated with the decision to invest in the securities. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
European Economic Area and United Kingdom
With respect to the planned admission to the regulated market of Euronext in Paris and with respect to the member States of the European Economic Area other than France and the United Kingdom (each, a “Relevant State”), no action has been or will be taken to allow a public offering of securities requiring the publication of a prospectus in any of the Relevant States. Consequently, any offer of Europcar Mobility Group’s securities may only be made in any of the Relevant States (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in any other case exempting Europcar Mobility Group from publishing a prospectus in accordance with Article 1(4) of the Prospectus Regulation or the UK Prospectus Regulation, as the case may be.
This press release does not constitute a public offering of securities in the United Kingdom. Consequently, this press release is only being distributed to, and is only directed at, persons in the United Kingdom 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 this press release could legally be addressed (the persons mentioned under (i), (ii) and (iii) together the “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This press release does not constitute sale offer for Europcar Mobility Group shares in the United States or in any other jurisdiction, Europcar Mobility Group shares may not be offered, sold, exercised or delivered in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). Europcar Mobility Group does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States; and Europcar Mobility Group’s securities have not been, and will not be, registered under the Securities Act.
This press release does not contain or constitute an offer or invitation to purchase any securities in France, the United States or any other jurisdiction.
This press release includes forward-looking statements based on current beliefs and expectations about future events. Such forward-looking statements may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and/or expectations with respect to future financial results, events, operations and services and product development, as well as statements, regarding performance or events. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “projects”, “may”, “would”, “should” or the negative of these terms and similar expressions. Forward-looking statements are not guarantees of future performance and are subject to inherent risks, uncertainties and assumptions about Europcar Mobility Group and its subsidiaries and investments, trends in their business, future capital expenditures and acquisitions, developments in respect of contingent liabilities, changes in economic conditions globally or in Europcar Mobility Group’s principal markets, competitive conditions in the market and regulatory factors. Those events are uncertain; their outcome may differ from current expectations which may in turn materially affect expected results. Actual results may differ materially from those projected or implied in these forward-looking statements. Any forward-looking statement contained in this press release is made as of the date of this press release. Other than as required by applicable law, Europcar Mobility Group does not undertake to revise or update any forward-looking statements in light of new information or future events. The results and the Group's performance may also be affected by various risks and uncertainties, including without limitation, risks identified in the "Risk factors" of the Universal Registration Document registered by the Autorité des marchés financiers on May 6, 2020 and also available on the Group's website: www.europcar-mobility-group.com.
About Europcar Mobility Group
Europcar Mobility Group is a major player in mobility markets and listed on Euronext Paris.
The mission of Europcar Mobility Group is to be the preferred “Mobility Service Company” by offering attractive alternatives to vehicle ownership, with a wide range of mobility-related services and solutions: car rental and light commercial vehicle rental, chauffeur services, car-sharing and private hire vehicle (PHV – rental to “Uber like” chauffeurs). Customers’ satisfaction is at the heart of the Group’s mission and all of its employees and this commitment fuels the continuous development of new services. Europcar Mobility Group operates through a diversified portfolio of brands meeting every customer specific needs and use cases, be it for 1 hour, 1 day, 1 week or longer; its 4 major brands being: Europcar – the European leader of car rental and light commercial vehicle rental, Goldcar - the low-cost car-rental Leader in Europe, InterRent – ‘mid-tier’ car rental and Ubeeqo – one of the European leaders of round-trip car-sharing (BtoB, BtoC). Europcar Mobility Group delivers its mobility solutions worldwide solutions through an extensive network in over 140 countries (including wholly owned subsidiaries – 18 in Europe, 1 in the USA, 2 in Australia and New Zealand – completed by franchises and partners).
Further details on our website: www.europcar-mobility-group.com
1 These elements have been revised in comparison with previous press releases, pursuant to the information disclosed to Lucid Issuer Services Limited.
2 It being specified that the capital decrease of the Company by way of reduction in the par value of the Company’s shares from EUR 1.00 to EUR 0.01 is effective since January 20, 2021.
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