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International Offering Memorandum Dated March 25 2014

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International Offering Memorandum Dated March 25 2014 CONFIDENTIAL - NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM DATED MARCH 25 2014 Offering of up to €66.1 million This global offering is part of an offering of newly issued shares, with a par value of €0.10 each, of Supersonic Imagine, a French société anonyme (“Supersonic Imagine” or the “Company”) in an aggregate amount of up to €66.1 million (if the Increase Option and Overallotment Option, as such terms are described below, are fully exercised). This offering (the “Offering”) includes a public offering in France (the “French Public Offering”) and this global offering, which is a private placement mainly to certain institutional investors inside and outside France, except in the United States, Canada, Australia and Japan (the “International Offering”). The French Public Offering is being made pursuant to a separate offering document prepared in accordance with French regulations. This Preliminary International Offering Memorandum (the “International Offering Memorandum”) relates only to the International Offering. It is currently proposed that the offering price will be between €11.70 and €14.3 per share. This price range is indicative only and is subject to change. The offering price for the shares sold in the French Public Offering and the International Offering will be identical. Supersonic Imagine is initially offering new ordinary shares in an aggregate amount of €50 million. The number of shares initially offered may be increased through the issuance by Supersonic Imagine of additional newly issued shares in an aggregate amount of up to €7.5 million (the “Increase Option”). If the Increase Option is exercised, new ordinary shares in an aggregate amount of up to €57.5 million will be offered. In addition, the Company has granted to the Joint Lead Managers and Joint Bookrunners an option to subscribe at the offering price up to an additional 15% of the total number of shares offered in the Offering (including the shares that may be offered upon exercise of the Increase Option), i.e., additional newly issued shares in an amount of up to €8.6 million (the “Overallotment Option”). If the Overallotment Option is exercised, new ordinary shares in an aggregate amount of up to €66.1 million will be offered. This option is granted solely for the purpose of covering over-allotments and stabilization activities, if any, and will be exercisable in whole or in part, on one occasion, during the 30 calendar days from the date of publication of the offering price, i.e., according to the indicative timetable by May 9, 2014. Prior to the Offering, there has been no public market for the shares. Supersonic Imagine has applied to have all its shares listed on the regulated market of Euronext in Paris (Compartment B) under the symbol SSI. The shares will not be listed on any other exchange. Investing in the shares involves risks. See “Risk factors” in Section 2 of the English translation of the securities note (Note d’opération) included herein as Annex A and in Section 4 of the English translation of the registration document (Document de base) included herein as Annex B, for a discussion of important factors to be considered in connection with an investment in the shares. Investors are advised to carefully read this International Offering Memorandum in its entirety, including the Annexes hereto. Offering price range: €11.70 to €14.30 per share The information in this International Offering Memorandum is preliminary and will be supplemented by a pricing supplement which will contain additional information about the Offering, including, among other matters, the final price per share offered hereby and the number of shares to be subscribed in the French Public Offering and the International Offering. Supersonic Imagine’s shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Supersonic Imagine’s shares may not be offered or sold, directly or indirectly, in the United States. See “Important Information about Jurisdictional and Selling Restrictions” in this International Offering Memorandum and paragraph 5.2.1. of the securities note (Note d’opération) included herein as Annex A. BNP PARIBAS and Société Générale Corporate & Investment Banking (the “Joint Lead Managers and Joint Bookrunners”) and Gilbert Dupont and Oddo & Cie (the “Co-Lead Managers” and together with the Joint Lead Managers and Joint Bookrunners, the “Underwriters”) are severally underwriting the shares being offered. The Underwriters expect to deliver the shares through the book-entry facilities of Euroclear France, Euroclear Bank S.A./N.V. and Clearstream Banking S.A., Société Anonyme (Luxembourg) on or about April 14, 2014. This International Offering Memorandum does not constitute an offer to sell or subscribe nor a solicitation to purchase or subscribe for securities in any countries where such offer or solicitation is not permitted. Global Coordinators, Joint Lead Managers and Joint Bookrunners Co-Lead Managers Company Advisor IMPORTANT INFORMATION ABOUT THIS INTERNATIONAL OFFERING MEMORANDUM This International Offering Memorandum is confidential and is being furnished solely for the purpose of enabling a prospective investor to consider whether to subscribe for shares as described herein. Any reproduction or distribution of this International Offering Memorandum, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the shares is prohibited. Each person, by accepting delivery of this international offering memorandum, agrees to the foregoing. In making your investment decision, you should rely only on the information contained in this International Offering Memorandum as supplemented by the pricing supplement or to which Supersonic Imagine has referred you. Supersonic Imagine has not authorized anyone to provide you with information other than what is contained in this International Offering Memorandum. You should not assume that the information in this International Offering Memorandum is accurate as of any date other than the date on the front cover of this International Offering Memorandum. The Company’s business, financial condition, results of operations and prospects may have changed since such date. Neither Supersonic Imagine nor the Underwriters are making any representation to you regarding the legality of an investment in the shares by you under appropriate legal investment or similar laws. You should not construe the contents of this International Offering Memorandum as investment, business, legal, tax or other advice. You should consult your own counsel, accountants and other advisors as to investment, business, legal, tax, financial and related aspects of a subscription of the shares. You are responsible for conducting your own investigation and analysis regarding Supersonic Imagine and assessment of the merits and risks of investing in the shares. Supersonic Imagine’s shares offered hereby have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction within the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. Accordingly, no offer is being made in the United States and this document does not constitute an offer, or an invitation to apply for, or an offer or invitation to subscribe for any Supersonic Imagine shares in the United States. The shares are only being offered outside the United States in offshore transactions (as defined in Regulation S) in accordance with Regulation S under the Securities Act, and are not being offered or sold, directly or indirectly, within the United States. See “Important Information about Jurisdictional and Selling Restrictions” below. The information contained in this International Offering Memorandum has been furnished by Supersonic Imagine and other sources it believes to be reliable. This International Offering Memorandum is being furnished by Supersonic Imagine solely for the purpose of enabling a prospective institutional investor to consider the subscription of Supersonic Imagine shares in the International Offering described herein. No representation or warranty, express or implied, is made by the Underwriters or any of their affiliates or selling agents as to the accuracy or completeness of the information contained in this International Offering Memorandum, and nothing contained in this International Offering Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future. No person has been authorized to give any information or to make any representations in connection with the offering or sale of Supersonic Imagine’s shares other than those contained in this International Offering Memorandum, and, if given or made, such information or representations must not be relied upon as having been authorized by Supersonic Imagine, the Underwriters, any of their affiliates or any other person. The information contained in this International Offering Memorandum is provided as of the date hereof. Neither the delivery of this International Offering Memorandum at any time nor any subsequent commitment to subscribe the shares shall, under any circumstances, create any implication
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