Homologation of Latecoere’s Comprehensive Recapitalization Agreement - Seite 2

PGE Lenders will continue to remain integral stakeholders to Latecoere, with €85 million of their indebtedness being maintained without any intermediate amortisation until the maturity on 31 December 2027. ² This reinstated debt will continue to benefit from the 90% French State guarantee. The €183 million debt reduction will occur at closing of the Capital Increase. In addition, as part consideration for the debt reduction, the affected Lenders will remain aligned with Latecoere’s future value creation through an RMF, which will crystallize and be paid (in cash) notably in the event of a longer term change of control of Latecoere, subject to achieving pre-agreed trigger thresholds.

The €183 million debt reduction is conditioned to a Capital Increase of a minimum of €100 million. Prior to the initiation of the Capital Increase, the Company will enact a reverse stock split through a share consolidation of one (1) new share for ten (10) existing shares, followed by a capital reduction through a reduction in the par value of the shares to 0.01 Euro (one Cent) per share. The Capital Increase will be conducted at a post share consolidation price of 0.01 Euro, resulting in a look through subscription price for the Capital Increase of 0.001 (one tenth of a Cent) Euro per share on a pre-stock consolidated basis. On a pro-forma basis, the newly issued shares will represent circa 99.5% of the increased post-money share capital.³

As a result of the aforementioned reverse stock split, it is envisaged that the Capital Increase will commence during Q4 2023, with preferential subscription rights for a minimum amount of €100 million, subject to a 15% extension clause,⁴ at the discretion of the Board of Directors, and subject to minority participation. SCP has committed €100 million to the Capital Increase, with an initial €45 million already advanced to the Company by way of the SCP Loan, which will be re-paid by way of a set-off against part of the subscription price payable by SCP in relation to the Capital Increase.

Finally, the Company informs that:

• In conjunction with the homologation of the Recapitalization Agreement, the Toulouse Commercial Court has also homologated the sale of Latecoere’s EWIS business in Mexico to Bombardier, a condition precedent to closing, which is targeted to complete by mid-year 2023; and
• the next Annual General Meeting will be postponed end of July 2023.

Key timeline dates for the Recapitalization Agreement are set out below: