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Figeac Aéro
Share Issue/Capital Change • Jun 16, 2022
1329_iss_2022-06-16_404232ab-06ce-457f-a0f2-8b9df90699d5.pdf
Share Issue/Capital Change
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PRESS RELEASE
Figeac, June 16th , 2022
IMPLEMENTATION OF THE CAPITAL INCREASED RESERVED TO TIKEHAU ACE CAPITAL TOTALLING €53.5 MILLION (SHARE PREMIUM INCLUDED)
- Capital increase totalling €53.5 million reserved to Ace Aéro Partenaires, a Tikehau Ace Capital affiliate, following the Commercial Court of Toulouse's approval on June 9 th , 2022 of the conciliation procedure agreed with the creditor banks;
- All the transactions involved in the Company's financial restructuring plan are expected to be completed on June 20th , 2022.
The FIGEAC AÉRO Group (ticker: FGA) (the "Company"), a leading partner for major aerospace manufacturers, announces that in accordance with the terms and conditions of the agreed financial restructuring plan announced on April 5 th , 2022 and following the Commercial Court of Toulouse's approval of the conciliation procedure in a ruling issued on June 9 th , 2022, it will be implementing a capital increase without preferential subscription rights reserved to Ace Aéro Partenaires, a Tikehau Ace Capital affiliate, totalling €53,499,997.60 share premium included (of which a nominal value of €1,146,428.52 and a share premium of €52,353,569.08) by issuing 9,553,571 new shares at a unit price of €5.60, of which a par value of €0.12 and a share premium of €5.48 per share. It is reminded that the capital increase reserved to Ace Aéro Partenaires, a Tikehau Ace Capital affiliate, was the subject of a recovery prospectus approved by the Autorité des Marchés Financiers (France's financial markets regulator) on May 10th , 2022 under number 22-140.
The settlement-delivery of the 9,553,571 new shares issued for the purpose of the capital increase reserved to Ace Aéro Partenaires and the sale of 803,572 existing shares in the Company by Mr Jean-Claude Maillard to Ace Aéro Partenaires will take place concurrently on June 20th , 2022, the date on which all the transactions involved in the Company's financial restructuring plan will be completed, also including the effective application of the terms and conditions governing the ORNANEs (bonds redeemable into cash and/or new and/or existing shares) as amended, the partial redemption of 777,605 ORNANEs as announced by the Company on May 9 th , 2022 for a total nominal amount of €20 million, the bond issue reserved to Ace Aéro Partenaires for a nominal amount of €10 million, the effective application of the agreed rescheduling of the Company's main bank loans up to 2028, and the provision of a €66 million "PGE Aéro" (state-guaranteed loan allocated to aerospace firms).
Subsequent to the capital increase reserved to Ace Aéro Partenaires and the sale of existing shares in the Company by Mr Jean-Claude Maillard to Ace Aéro Partenaires, the Company's ownership structure will be as follows:
| Shareholders | Before Ace Aéro Partenaires' entry into the share capital |
After Ace Aéro Partenaires' entry into the share capital |
||||||
|---|---|---|---|---|---|---|---|---|
| Share capital |
Share capital (%) |
Voting rights |
Voting rights (%) |
Share capital |
Share capital (%) |
Voting rights |
Voting rights (%) |
|
| SC MAILLARD ET FILS | 12,496,000 | 39.25% | 24,992,000 | 45.14% | 12,496,000 | 30.19% | 24,992,000 | 38.98% |
| J.C. MAILLARD | 11,498,492 | 36.11% | 22,895,154 | 41.35% | 10,694,920 | 25.84% | 21,288,010 | 33.20% |
| Maillard family sub-total |
23,994,492 | 75.36% | 47,887,154 | 86.49% | 23,190,920 | 56.03% | 46,280,010 | 72.18% |
| Ace Aéro Partenaires | 10,357,143 | 25.02% | 10,357,143 | 16.15% | ||||
| Concerted agreement between the Maillard family and Ace Aéro Partenaires |
33,548,063 | 81.05% | 56,637,153 | 88.33% | ||||
| Employees | 70,712 | 0.22% | 141,229 | 0.26% | 70,712 | 0.17% | 141,229 | 0.22% |
| Other registered shares |
154,890 | 0.49% | 284,402 | 0.51% | 154,890 | 0.37% | 284,402 | 0.44% |
| Treasury shares | 562,608 | 1.77% | 0 | 0.00% | 562,608 | 1.36% | 0 | 0.00% |
| Free float | 7,056,771 | 22.16% | 7,056,771 | 12.74% | 7,056,771 | 17.05% | 7,056,771 | 11.01% |
| Total | 31,839,473 | 100.00% | 55,369,556 | 100.00% | 41,393,044 | 100.00% | 64,119,555 | 100.00% |
The Company has asked Euronext to halt the trading of its ordinary shares (FR0011665280), effective from today's market closing until further communication is released.
ABOUT FIGEAC AÉRO
The FIGEAC AÉRO Group, a leading partner for major aerospace manufacturers, specialises in producing light alloy and hard metal structural parts, engine parts, landing gear and sub-assemblies. FIGEAC AÉRO is a global group operating in France, the USA, Morocco, Mexico, Romania and Tunisia. The Group generated annual revenue of €204.6 million in the year to 31st March 2021.
FIGEAC AÉRO Jean-Claude Maillard - Chairman and Chief Executive Officer Tel.: +33 (0)5 65 34 52 52
Camille Traineau Corporate Development Director Institutional Relations / IR Tel.: +33 (0)5 81 24 61 90 / [email protected] ACTUS Finance & Communication Corinne Puissant - Analyst/Investor Relations Tel.: +33 (0)1 53 67 36 77 / [email protected]
Manon Clairet - Press Relations Tel.: +33 (0)1 53 67 36 73 / [email protected]
DISCLAIMER
This press release contains forward-looking statements about FIGEAC AÉRO, in particular forward-looking statements relating to FIGEAC AÉRO's ability to implement its operational optimisation plan and the impact of this plan on FIGEAC AÉRO's ability to limit the impact of the significant decline in activity related to the Covid-19 crisis on the Group's profitability. The use of certain words, such as "believe", "potential", "hope", "should", "objective" and other similar terms or expressions, is intended to identify these forward-looking statements. Although the Company believes that its projections are based on current reasonable assumptions and expectations of its management, these forwardlooking statements may be affected by a number of known or unknown hazards and uncertainties, which could result
in results materially different from those described, induced or anticipated, expressly or implicitly, in such forwardlooking statements. These hazards and uncertainties include, in particular, aircraft production rates emanating from manufacturers. In addition, while the Company's results, performance, financial condition and liquidity and the development of the industry in which it operates are consistent with such forward-looking statements, they are not predictive of future results or developments. These forward-looking statements speak only as of the date this document is published. Subject to applicable regulations, the Company makes no commitment to update or revise the information contained in this press release, whether as a result of new information, future events or otherwise. Forward-looking information and statements are not guarantees of future performance and are subject to various risks and uncertainties, many of which are difficult to predict and are generally beyond the control of FIGEAC AÉRO.