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Press Release NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN PRESS RELEASE Boulogne-Billancourt, October 2nd, 2020 Results of the share capital increase with preferential subscription rights amounting to approximately 336 million euros Decrease of the indebtedness of the Group by half Appointment of Mr. David Eckert and Mr. Paul Russo as new board members ✓ Share capital increase with shareholders’ preferential subscription rights for a total amount of €335,957,607.87 (including issuance premium) via the issuance of 11,198,586,929 new shares including around: o €86.64 million subscribed in cash by the market; o €0.94 million subscribed in cash by certain members of the ad hoc committees of the Bondholders in accordance with their subscription commitments; o €58.25 million converted by GoldenTree and Financière de la Clarée by set-off against their receivables by exercising their preferential subscription rights; and o €192.12 million converted by the bondholders by set-off against their receivables, in accordance with their subscription commitments under the Amended Plan; ✓ As a result of this transaction, the Group will receive cash proceeds for an amount of €85 million (net of the Support Fee) and will reduce its gross debt by approximately €260 million, so that it will amount to around €256 million (before application of the IFRS 16 standard) ✓ Delivery of 625,912,878 free shares, on the basis of one free share for one existing share as previously announced ✓ After all such transactions, GoldenTree becomes the first shareholder of the Company by holding 26.00% of the share capital of the Company, while the existing shareholders and new investors will hold 31.45% of the Company’s share capital and the other bondholders will hold 42.54%1. ✓ Appointment of Mr. David Eckert and Mr. Paul Russo as new board members, in replacement of Mr. Eric Boustouller and Mr. Philippe de Verdalle, resigning from their offices. Upon the completion of the share capital increase, Pierre Danon, Chairman of the board, declares: “Today we are completing the final stage of the plan to strengthen our financial structure. The stakes were decisive for the future of our Group and I am pleased with this outcome which enables us to move forward with a debt level reduced by more than half. The restructuring of our share capital with shareholders who share our strategic vision is also a real satisfaction. In this regard, I would like to thank all the investors, whether professionals or individuals, who have placed their trust in us. We can now focus our energy on the performance of the road map that should enable us to make Solocal a French champion in digital marketing. In spite of the still strong uncertainties about the evolution of the health situation, we remain perfectly in line with our objectives to date. It is therefore with a reinforced confidence that we are entering into a new stage of our history which, I am convinced, will create very quickly further value for our customers, our employees and all our shareholders.” Results of the share capital increase with shareholders’ preferential subscription rights As part of the strengthening of its financial structure, Solocal Group (the “Company”) announces today completion of its share capital increase with preferential subscription rights by the issuance of 11,198,586,929 new shares (the “New Shares”) at the subscription price of €0.03 each, including issuance premium, which represents an amount of €335,957,607.87 (including issuance premium) (the “Capital Increase with Preferential Subscription Rights”) in accordance with the Amended Plan. 1 It being specified that the treasury shares represent 0.01% of the share capital after completion of the share capital increases. 2 Completion of the Capital Increase with Preferential Subscription Rights At the end of the subscription period, which ended on September 29th, 2020, the number of New Shares subscribed on an irreducible and reducible basis amounted to 4,763,176,572 shares, representing a subscription amount of 142.89 million euros corresponding to (i) 2,821,511,685 shares, representing a subscription of €84,645,350.55 (including issuance premium), subscribed on an irreducible and reducible basis in cash and (ii) 1,941,664,887 shares, representing a subscription of €58,249,946.61 (including issuance premium), subscribed on an irreducible basis by set-off against GoldenTree’s and Financière de la Clarée’s receivables. Consequently, the Company has decided to implement today the subscription commitments undertaken by the Bondholders in accordance with the terms of the Amended Plan in order to request their subscription to the Capital Increase with Preferential Subscription Rights for the amount of 6,435,410,357 New Shares not subscribed, representing a total subscription amount of €193,062,310.71 to be paid up (i) in cash for an amount of €939,609.78 (i.e. 31,320,326 New Shares) in order to secure a cash contribution of at least €85 million (net of the Support Fee) and (ii) by set-off against receivables under the Bonds for an amount of €192,122,700.93 (i.e. 6,404,090,031 New Shares). Use of proceeds The issuance of the New Shares has generated gross cash proceeds for the Company amounting to approximately 85.58 million euros. The proceeds of this cash contribution will be used to cover the Company's operational needs2 impacted by the health crisis related to the Covid-19 pandemic, the disbursement of allowances under the 2018 employment protection plan (plan de sauvegarde de l’emploi) in the last quarter of 2020, the disbursement related to the extension of the mobility leave implemented in 2019 and the payment of the transaction costs, administrative and legal expenses and the Support Fee. Subscriptions by set-off against receivables, amounting to 250,372,653.47 euros, reduce the amount of the debt of the Company due under the Bonds accordingly. 2 The total liquidity needs over the next 18 months amounts to €120 million: €75 million of operational liquidity needs (including €25 million related to the disbursement of allowances under the 2018 employment protection plan (plan de sauvegarde de l’emploi) in the last quarter of 2020 and the disbursement related to the extension of the mobility leave implemented in 2019), €20 million in tax and social liabilities recorded pre-Covid, c.€18 million in transaction costs (including remuneration of the global coordinator and joint bookrunner and lead manager and joint bookrunner) and €10 million to address the seasonality of the cash flow. The excess liquidity needs are covered by the €16 million Prêt Atout loan from BPIFrance entered into in August 2020 and the New Bonds of an amount of €17.7 million issued on August 14th, 2020. 3 Following the Capital Increase with Preferential Subscription Rights, the debt due under the Bonds will be reduced to €168,454,208, represented by 334,125,321 Bonds with a face value of €0,5041647472146 each. Settlement and delivery The settlement and delivery and the admission to trading of the New Shares are scheduled for October 6th, 2020. New Shares will carry all rights attached and will be immediately fully assimilated with the existing shares. They will trade on the same listing line under ISIN Code FR0012938884. It is reminded that the Company has also allocated free shares (the “Free Shares”), on the basis of one Free Share with a par value of €0.01 each for one existing share, issued as part of the share capital increase with a nominal amount of €6,259,128.78 to the benefit of the shareholders holding registered shares on September 7th, 2020 (with a record date on September 9th, 2020) after closing of the trading day, it being specified that the Company has waived such an allocation with respect to its treasury shares (cf. press release dated September 10th, 2020). The settlement and delivery of the Free Shares, which will immediately be assimilated to the Company’s existing shares and will be traded on the same listing line under ISIN Code FR0012938884, shall occur on October 6th, 2020. The Company will also implement a reserved share capital increase amounting to €13,000,000 (including issuance premium) to the benefit of the members of the ad hoc committee of the Bondholders or their affiliates, successors, and assignees (the “Restructuring Bondholders”), through the issuance of 367,231,638 new shares with a par value of €0.01 each (the “Restructuring Shares”) to be subscribed by way of set-off against receivables held against the Company for the following restructuring fees: (i) a total amount of €6.5 million payable to the Restructuring Bondholders who undertook to subscribe in cash to a portion of the New Shares to be issued as part of the share capital increase with preferential subscription rights, and (ii) a total amount of €6.5 million due to all the Restructuring Bondholders in respect of their involvement in the restructuring, with a subscription price of €0.0354 per new share. The settlement and delivery of the Restructuring Shares shall occur on October 7th, 2020. After completion of the issuance of the New Shares, the Restructuring Shares and the Free Shares, GoldenTree shall become the first shareholder of the Company by holding 26.00% of the share capital of the Company, while the existing shareholders 4 and new investors will hold 31.45% of the Company’s share capital and the other bondholders will hold 42.54%3. Impact of the Restructuring on the shareholding structure of the Company Shareholding structure
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