29.04.2014 21:44:00

Solocal Group: Capital increase approved at more than 96% by Extraordinary General Meeting of April 29th, 2014

Regulatory News:

Solocal Group (Paris:LOCAL):

Approval at a very large majority of the resolutions concerning the refinancing plan announced on February 13th, 2014

  • Capital increase guaranteed up to 440 million euros
  • Extension of its 2015 debt maturities subject to the homologation of the SFA plan by the Commercial Court of Nanterre and the completion of the capital increase

The Extraordinary General Meeting of Solocal Group shareholders was held in Paris, on Tuesday April 29th, 2014, under the chairmanship of Mr. Jean-Pierre Remy, Chairman and Chief Executive Officer.

The Extraordinary General Meeting has approved at a large majority all of the resolutions proposed by the Board of Directors:

  • all resolutions concerning the capital increases announced on February 13th, 2014 have been approved at more than 96%.
  • the resolution concerning the capital increase reserved to employees has been approved at 99%.
  • the resolution authorizing the allocation of free shares to Solocal Group employees and executives has been approved at 82%.

Commenting on the successful vote of the Extraordinary General Meeting, Jean-Pierre Remy, Chairman and CEO of Solocal Group, said:

«I am very pleased with the full support from our shareholders who have voted today at large majority in favor of the refinancing plan announced on February 13th, 2014. This plan represents a significant and long-term strengthening of Solocal Group’s capital structure. It represents a unique opportunity to write a new chapter in the Group history. We will then have the necessary financial resources to accelerate our Digital 2015 transformation program and the growth of our Internet activities.»

Subject to the homologation of the SFA plan by the Commercial Court of Nanterre, the Board of Directors of Solocal Group will ratify the SFA plan approved by a vast majority of its lenders on April 23rd, 2014 and proceed with the capital increases under the following terms as set by the Extraordinary General Meeting:

  • a capital increase with preferential subscription rights (the "Rights Issue”) of at least 361 million euros open to existing shareholders and
  • a 79 million euros reserved capital increase, without preferential subscription rights, to Paulson & Co, Credit Suisse, Praxient and Amber Capital providing backstop commitments for the rights offering. Allocation in the reserved capital increase will be made on a pro-rata basis of each investor underwriting commitment.

About Solocal Group

Solocal Group, the leader in local communication, became the new name of PagesJaunes Groupe on 5 June 2013. The Group offers online content, advertising solutions and transactional services that connect consumers and clients locally. It brings together around 4,500 people, including more than 2,200 advisors in local communication in France and Spain to support the digital development of companies (SMEs and micro businesses, tier 1 brand accounts, etc.), 17 strong and complementary brands (PagesJaunes, Mappy, 123people, 123deal, A vendre A louer, Embauche.com, Keltravo, Chronoresto, ZoomOn, Solocal Network, ComprendreChoisir, ClicRDV, PJMS, Horyzon Media, Leadformance, QDQ, Editus and Solocal Group) and nearly 650,000 clients. In 2013, Solocal Group generated nearly 1 billion euros in revenues, of which 63% via the Internet, and thus ranks among the key European players in terms of online advertising revenues. Solocal Group is listed on NYSE Euronext Paris (LOCAL). Information on Solocal Group is available at www.solocalgroup.com.

This press release contains forward-looking statements. Although Solocal Group feels that its estimates are based upon assumptions which we believe to be reasonable, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in said forward-looking statements. For a discussion of risks and uncertainties which could cause actual results, financial condition, performance or achievements of Solocal Group to differ from those contained in the forward-looking, please refer to the "Risk factors" section of the "Document de Référence" filed with the French financial markets authority (AMF) and available on the Internet sites of the AMF (www.amf-france.org) and of Solocal Group (www.solocalgroup.com).

This press release and the information it contains are not an offer to sell or to subscribe or a solicitation of an order to buy or subscribe for securities in Solocal Group in any country whatsoever.

This press release is not an offer or a solicitation of an offer to sell or to subscribe to marketable securities in France. The capital increase with pre-emptive subscription rights mentioned in this press release which will be dealt with in a prospectus that will be submitted for approval (visa) of the Autorité des Marchés Financiers.

With respect to the member States of the European Economic Area that have implemented Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive"), no action has been undertaken or will be undertaken to make an offer to the public of the marketable securities concerned by this press release requiring a publication of a prospectus in any relevant member State other than France. Consequently, the marketable securities cannot be offered and will not be offered in any of the member States other than France, save as otherwise provided for in Article 3(2) of the Prospectus Directive, if they have been implemented in this member State or in the other cases that do not require the publication by Solocal Group of a prospectus with regards to Article 3(2) of the Prospectus Directive and/or the regulations that apply in this member State.

This press release does not constitute an offer to sell marketable securities in the United States or any other country. The marketable securities concerned by this press release cannot be offered or sold in the United States without registration or exemption from the registration requirement in application of the U.S. Securities Act de 1933 such as modified. Solocal Group is not planning to register these marketable securities or to make an offer to the public of the marketable securities in the United States.

In the United Kingdom, this press release is only directed at persons who are considered as (i) "investment professionals" (persons who have professional experience in matters relating to investments) in terms of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (such as modified, the "Order"), (ii) being persons falling within the scope of Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (in terms of Article 21 of the Financial Services and Markets Act 2000) in the framework of the issuing or sale of financial securities can be lawfully addressed (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, this press release is only directed at Relevant Persons and no person other than a Relevant Person must not act or rely on this press release. Any investment or investment activity referenced by this press release can be accessed only by Relevant Persons and must be carried out only with Relevant Persons.

The distribution of this press release in certain countries may constitute a violation of the statutory provisions in force.

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