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Availability of an modification to the 2020/2021 common registration doc
Availability of the draft accelerated safeguard plan
PARIS, June 17, 2022–(BUSINESS WIRE)–Regulatory Information:
Pierre & Vacances – Heart Parcs Group (Paris:VAC):
Availability of a prospectus for the difficulty and admission to buying and selling of securities
Pierre et Vacances (the “Firm“) publicizes that the Autorité des marchés financiers (the “AMF“) has given on June 16, 2022 approval quantity 22-217 to its prospectus (the “Prospectus“) made out there to the general public for:
1. the difficulty and admission to buying and selling on the regulated market of Euronext Paris (“Euronext Paris“), within the context of a free allocation of warrants by the Firm to all its shareholders (the “Shareholder Warrants“), on the idea of 77 Shareholder Warrants for 18 present shares:
– 42,321,972 Shareholder Warrants; and
– a most variety of 42,321,972 new unusual shares of the Firm which may be issued upon train of all Shareholder Warrants, every Shareholder Warrant entitling its holder to subscribe for one new unusual share at a unit worth of EUR 2.75;
2. the admission to buying and selling on Euronext Paris, in reference to a capital enhance with out preferential subscription rights of shareholders, to the good thing about a class of individuals assembly particular traits, to be subscribed completely in money, for a most quantity (together with difficulty premium) of 149,914,344 by way of the difficulty of a most variety of 199,885,792 new unusual shares with a par worth of EUR 0.01 every, along with a problem premium of EUR 0.74, i.e. a unit subscription worth of EUR 0.75 (the “New R Shares“);
3. the admission to buying and selling on Euronext Paris, in reference to a capital enhance with out preferential subscription rights of shareholders, to the good thing about a class of individuals assembly particular traits, to be subscribed completely by means of set-off towards sure, liquid and payable claims held towards the Firm and its subsidiary Pierre et Vacances FI1, of a most quantity (together with difficulty premium) of EUR 554,820,400 (together with curiosity) by way of the difficulty of a most variety of 138,705,100 new unusual shares with a nominal worth of EUR 0.01 every, along with a problem premium of EUR 3.99, i.e. a unit subscription worth of EUR 4 (the “New C Shares“) to that are connected warrants to subscribe for brand new shares of the Firm (the “Collectors’ Warrants“, along with the New C Shares, the “ABSA“):
– a most variety of 138,705,100 New C Shares;
– a most variety of 41,934,100 Creditor Warrants, 43 New C Shares being accompanied by 13 Creditor Warrants; and
– a most variety of 41,934,100 new unusual shares of the Firm which may be issued upon train of all Creditor Warrants, every Creditor Warrant entitling its holder to subscribe for 1 new unusual share at a unit worth of EUR 2.25;
4. the admission to buying and selling on Euronext Paris, in reference to a free allotment of warrants (the “Guarantor Warrants“) by the Firm to designated individuals:
– 39,107,134 Guarantor Warrants; and
– a most variety of 39,107,134 new unusual shares of the Firm prone to be issued upon train of all Guarantor Warrants, every Guarantor Warrant giving the correct to subscribe for one new unusual share at a unit worth of EUR 0.01.
It’s also deliberate to launch a capital enhance with preferential subscription rights for an quantity of EUR 50,085,641.25, at a worth of EUR 0.75 per new share (the “Rights Subject“), which would be the topic of a brand new prospectus anticipated to be authorized by the AMF on August 2, 2022 in line with the indicative timetable.
The completion of the above-mentioned operations stays topic to:
– the implementation of a brand new governance of the Firm with a totally renewed Board of Administrators composed of eight or 9 members (excluding member(s) representing staff), together with the appointments of (i) Mr. Franck Gervais, Chief Govt Officer of the Firm, (ii) Alcentra Flandre Restricted, (iii) Fidera Restricted and (iv) Mr. Pascal Savary, every topic to the situation precedent of completion of the restructuring transactions supplied for within the draft accelerated safeguard plan (the “Restructuring Transactions“), that are submitted to the shareholders’ common assembly of the Firm to be held on July 8, 2022 (the “Shareholders’ Common Assembly“). The remaining 4 or 5 administrators shall be co-opted on the idea of the mandates of the administrators who resign on the day of completion of the Restructuring Transactions;
– the approval by the lessons of affected events of the Firm to be held on July 8, 2022 of the draft accelerated safeguard plan introduced within the context of the Firm’s accelerated safeguard process opened by the Paris Business Courtroom on Might 31, 2022, in accordance with Articles L. 628-1 to L. 628-8 of the French Business Code (the “Draft Accelerated Safeguard Plan“);
– the adoption by the Shareholders’ Common Assembly of all resolutions crucial for the implementation of the Restructuring Transactions and resolutions referring to the brand new governance of the Firm;
– the judgment of the Paris Business Courtroom approving the Firm’s accelerated safeguard plan, which is anticipated to be delivered on July 29, 2022 in line with the indicative timetable; and
– the approval by the AMF of a brand new prospectus referring to the Rights Subject.
The settlement and supply of every of the above-mentioned capital will increase is anticipated to happen concomitantly on September 16, 2022 in line with the indicative timetable.
Availability of an modification to the 2020/2021 common registration doc
The Firm additionally publicizes that it has filed an modification to its 2020/2021 common registration doc with the AMF on June 16, 2022 underneath the quantity D. 22-0119-A01.
Copies of the Prospectus (out there in French solely) consisting of (i) the Firm’s 2020/2021 common registration doc filed with the AMF on March 17, 2022 underneath quantity D. 22-0119, (ii) the modification to the common registration doc talked about above, (iii) the securities be aware (together with the abstract of the Prospectus) can be found freed from cost on the Firm’s registered workplace, positioned at L’Artois – Espace Pont de Flandre, 11 rue de Cambrai, 75947 Paris Cedex 19, in addition to electronically on the Firm’s web site (http://www.groupepvcp.com/fr) and on the AMF web site (www.amf-france.org).
Availability of the Draft Accelerated Safeguard Plan
The Draft Accelerated Safeguard Plan submitted for approval to the lessons of affected events on July 8, 2022 is obtainable in its digital model on the Firm’s web site (http://www.groupepvcp.com/fr) within the “Publications / Restructuring” part.
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Warning
This press launch and the data it incorporates don’t represent a proposal to promote or subscribe, or a solicitation of an order to purchase or subscribe, Pierre et Vacances S.A. securities in Australia, Canada, Japan or the US of America or in every other nation through which such a proposal or solicitation could be prohibited.
The dissemination, publication or distribution of this press launch in sure nations could represent a violation of the authorized and regulatory provisions in drive. Accordingly, individuals bodily current in such nations and through which this press launch is disseminated, distributed or printed ought to inform themselves of and observe any such native restrictions. This press launch should not be disseminated, printed or distributed, immediately or not directly, in Australia, Canada, Japan or the US of America.
This press launch is a promotional communication and doesn’t represent a prospectus inside the which means of Regulation 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be printed when securities are supplied to the general public or admitted to buying and selling on a regulated market and repealing the Prospectus Directive 2003/71/EC (the “Prospectus Regulation“).
No communication or info referring to the transactions described on this press launch could also be disseminated to the general public in any jurisdiction through which registration or approval is required. No motion has been taken (nor shall be taken) in any jurisdiction (aside from France) through which such motion could be required. The subscription to or buy of Pierre et Vacances S.A. securities could also be topic to particular authorized or regulatory restrictions in sure nations. Pierre et Vacances S.A. assumes no legal responsibility for any violation by any particular person of those restrictions.
With regard to the Member States of the European Financial Space aside from France, no motion has been nor shall be taken to permit a public providing of securities requiring the publication of a prospectus in any of the Member States involved. Consequently, any provide of securities of Pierre et Vacances S.A. could solely be made in a single or different of the Member States (i) to certified buyers inside the which means of the Prospectus Regulation; or (ii) in every other case exempting Pierre et Vacances S.A. from publishing a prospectus in accordance with Article 1(4) of the Prospectus Regulation.
This press launch and the data it incorporates are being distributed to and are solely meant for individuals who’re (x) outdoors the UK or (y) in the UK who’re certified buyers (as outlined within the Prospectus Regulation because it varieties a part of home legislation by advantage of the European Union (Withdrawal) Act 2018) and are (i) funding professionals falling inside Article 19(5) of the Monetary Companies and Markets Act 2000 (Monetary Promotion) Order 2005, as amended (the “Order”), (ii) excessive web value entities and different such individuals falling inside Article 49(2)(a) to (d) of the Order (“excessive web value firms”, “unincorporated associations”, and so forth.) or (iii) different individuals to whom an invite or inducement to take part in funding exercise (inside the which means of Part 21 of the Monetary Companies and Market Act 2000) could in any other case lawfully be communicated or induced to be communicated (all such individuals in (y)(i), (y)(ii) and (y)(iii) collectively being known as “Related Individuals”). Any invitation, provide or settlement to subscribe, buy or in any other case purchase securities to which this press launch relates will solely be engaged with Related Individuals. Any one that is just not a Related Particular person shouldn’t act or depend on this press launch or any of its contents.
This press launch doesn’t represent or type part of any provide or solicitation to buy or subscribe for securities nor of any provide or solicitation to promote securities in the US. The securities talked about herein haven’t been and won’t be registered underneath the U.S. Securities Act of 1933, as amended (the “Securities Act“), and will not be supplied or offered, immediately or not directly, inside the US besides pursuant to an exemption from or in a transaction not topic to, the registration necessities of the Securities Act. Pierre et Vacances S.A. doesn’t intend to register any portion of the proposed choices in the US nor to conduct a public providing of securities in the US.
Disclaimer: Ahead-Wanting Statements
This press launch incorporates sure statements that represent “forward-looking statements”, together with, with out limitation, statements which might be predictions of or point out future occasions, traits, plans or aims, based mostly on sure assumptions and all statements that don’t immediately relate to a historic reality. These forward-looking statements are based mostly on the administration’s present expectations and beliefs and are topic to plenty of dangers and uncertainties, on account of which precise outcomes might differ materially from the forecast outcomes explicitly or implicitly talked about within the forward-looking statements; for extra info on these dangers and uncertainties, please confer with the paperwork filed by Pierre et Vacances S.A. with the Autorité des marchés financiers.
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The receivables held on Pierre et Vacances Fi that are the topic of the set-off shall be topic to a previous delegation and shall be held on the Firm on the time of the capital enhance. |
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Contacts
Pierre & Vacances – Heart Parcs Group
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