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EuropaCorp

Share Issue/Capital Change Jul 28, 2020

1310_iss_2020-07-28_580c320c-63ff-49e1-92b2-a27860e89d5d.pdf

Share Issue/Capital Change

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Successful completion of the share capital increases reserved for Vine and Falcon funds for a total amount of approximately €193 million

Saint-Denis, 28 July 2020 – Following the ruling of the Commercial Court of Bobigny approving the safeguard plan of EuropaCorp on 24 July 2020 and subsequent to the fulfillment of all the conditions precedent, the Company announces the completion of the two share capital increases reserved for the funds Vine and Falcon, main creditors of the Company. The share capital increases, without preferential subscription rights for shareholders, amount to a total of 192,519,075.01 euros including the issue premiums (the « Reserved Share Capital Increases »).

The Board of Directors met on 28 July 2020 and used the delegation of authority granted by the Extraordinary General Meeting of shareholders held on 28 April 2020 (1st and 2nd resolutions) to perform the share capital increases reserved for the funds Vine and Falcon under the terms set out below, which had already been described in the press release issued on 15 April 2020.

On 28 July 2020, the funds Vine and Falcon have subscribed for the new shares issued within the Reserved Share Capital Increases. The new shareholders hold consequently 60.15% of EuropaCorp's share capital for Vine and 6.29% for Falcon. The concert formed by Mr Luc Besson, Front Line and Lambert Capital BV now holds 13.00% of the Company's share capital.

The amount of the subscription price of the Reserved Share Capital Increases has been paid up by equitization of the Participation Deal and Mezzanine Debt.

These capital increases will put EuropaCorp's balance sheet on a sounder footing and will allow the Company to pursue its strategy which is to focus on its core business.

Main terms and conditions of the transaction

  • The total number of shares issued is 81,124,722 and the total amount of these Reserved Share Capital Increases is 192,519,075.01 euros.
  • The number of shares and subscription price by reserved share capital increase are as follow:
  • i. The Participation Deal capital increase reserved for the funds Vine Media Opportunities – Fund III1 and for Falcon Strategic Partners IV, LP amounts to 77,217,449.88 euros, including the issue premium, through the issuance of 20,757,379 new shares, at a price of 3.72 euros each;
  • ii. The Mezzanine capital increase reserved for the funds Vine Media Opportunities –

1 Vine Media Opportunities – Fund III, LP, Vine Media Opportunities – Fund III-A AIV, LP for the "Participation Deal capital increase", both controlled by the same general partner (i.e. Vine Alternative Investments III, LP), itself controlled by Vine Alternative Investments Group, LLC.

Fund III2 amounts to 115,301,625.13 euros, including the issue premium, through the issuance of 60,367,343 new shares, at a price of 1.91 euros each.

  • As for the governance, the new Board of Directors will consist of the members proposed by Vine as appointed by the General Meeting of 28 April 2020 (resolutions 4 to 7) plus Mr Luc Besson after the settlement and delivery of the new shares which shall occur on 29 July 2020. On 28 July 2020, Mr Luc Besson (including his holding company Front Line) and the Vine funds have also entered into a shareholders' agreement qualifying as a concerted action, which will provide, in particular, for governance rules and joint exit mechanisms.

ABOUT EUROPACORP

Founded in 1999, EuropaCorp has grown to become the leading film and series production studio in Europe. The Group's international activities cover the entire film value chain with expertise in production, theatrical distribution, international sales, TV, video & VOD, and music publishing. EuropaCorp is able to ensure creativity and quality throughout the lifecycle of its films and television projects. The Group has produced or co-produced more than 120 films and has distributed more than 160 of them in French cinemas. Since 1999, it has produced 10 of the 20 biggest French hits internationally and 22 films among the 70 French productions with the most international admissions (source: Le film français – May 17, 2019). The Group has also been active since 2010 in the production of TV series and single titles for platforms worldwide.

EuropaCorp was created by the director, screenwriter and producer Luc Besson. More information on www.europacorp.com

Contacts

Groupe EuropaCorp NewCap

Lisa Reynaud | Investor Relations | [email protected] Pierre Laurent | NewCap Régis Lefèbvre | Communication | [email protected] [email protected] | Tel: 01 44 71 94 94 Tel: 01 55 99 50 00

EuropaCorp is listed on the C Compartment of Euronext Paris ISIN Code: FR0010490920 – MNEMO Code: ECP

2 Vine Media Opportunities – Fund III, LP, Vine Media Opportunities – Fund III-A, LP, Vine Media Opportunities – Fund III-B, LP and Vine Media Opportunities – Fund III-A AIV, LP for the "Mezzanine capital increase", each controlled by the same general partner (i.e. Vine Alternative Investments III, LP), itself controlled by Vine Alternative Investments Group, LLC.

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