Editoria e Media
Ymagis S.A announces unanimous financial restructuring agreement with its bondholders and bank creditors
Press release
Paris (France) – December 2, 2019, 6:15 pm
Ymagis S.A announces unanimous financial restructuring agreement with its bondholders and bank creditors
Financial debt write-off of between €13.9m and €16.2m
Issuance of €9.2m of convertible bonds based on ordinary shares with an implied price of €3.00 per ordinary share
Rescheduling of €26.8m of residual debt over seven years
Ymagis presents its strategic plan and details of its financial restructuring plan in an appendix on its website www.ymagis.com
Ymagis Group (FR0011471291, MAGIS, PEA-PME), the European specialist in digital technologies for the cinema industry, today announced that an agreement has been reached with all its bondholders and bank creditors for a financial restructuring plan (the “Restructuring Agreement”) that meets the three objectives set by the Company during talks with its creditors:
The Restructuring Agreement has been unanimously approved by its bondholders and bank creditors.
Evolution of the financial restructuring process
On 23 February 2019, Ymagis S.A. ("Ymagis" or the "Company") decided to enter into discussions with its bond creditors with a view to reducing the volume and burden of its debt and more generally strengthening its balance sheet.
Following its communication on 26 February 2019, the Company opened talks with its bondholders and their respective advisors, supervised by an ad hoc representative, Maître Jonathan El Baze, after signing confidentiality agreements. Ymagis SA's bank creditors then joined these talks.
During the negotiation period, the Company carried out in-depth reviews with support from its advisors in order to redefine a business plan and a sustainable level of debt, in line with the Group's prospects. The key elements of the new business plan are presented as an appendix on its website www.ymagis.com.
After several standstill agreements had been granted to the Company by its creditors, the talks resulted in the Restructuring Agreement, supported by (i) the Company and (ii) all of the Company's bondholders and bank creditors.
The Restructuring Agreement safeguards the Company's interests by maintaining the integrity of the Group, providing a sustainable framework for its activities, its employees and its customers, and offering the current shareholders the opportunity to participate in the Company's recovery.
The Restructuring Agreement, detailed in the appendix, has the following main features:
A. All the Company's bondholders and bank creditors are entitled to equal opportunities, the various options having been offered to each of them.
B. The total amount of financial debt covered by the Restructuring Agreement represents €52.1m.
C. The debt will be written off, converted or rescheduled based on the following conditions:
D. The existing shareholders on the date that the Restructuring Agreement takes effect will be entitled to a free award of one equity warrant for each existing ordinary share, with two warrants allowing them to subscribe for one new ordinary share at a price of €3 per ordinary share.
In total, this agreement results in the following treatment for the €52.1m of debt subject to the negotiations:
* Between €13.9m and €16.2m of debt reduction through debt write-offs on the date when the operations are carried out
* €9.2m of convertible bonds based on ordinary shares with an implied price of €3.00 per ordinary share
which the Company will be able to buy back in cash under certain conditions
* €26.8m of residual debt repayable from 2020 to 2026
This agreement therefore allows the Company to significantly reduce its net financial debt to reach levels that will enable it to continue moving forward with its development. More specifically, Ymagis will be able to (i) manage the development of CinemaNext capitalizing on the market's natural growth due to the renewal of projection equipment, (ii) continue with the rationalization of Eclair, while looking into relevant partnerships for this entity's various activities, and (iii) accelerate the development of Illucity, primarily through a licensing policy with partners, in particular cinema exhibitors. These key areas are presented in the document appended to this press release.
The Restructuring Agreement has been approved by the Company's Board of Directors. It remains subject to:
If the applicable conditions precedent are met or waived, the Restructuring Agreement will come into effect by 29 February 2020 at the latest. The Company indicates that a prospectus will be prepared and will need to be approved by the French Financial Markets Authority (AMF) with a view to the admission of the equity warrants and the ordinary shares resulting from the exercising of the warrants and the conversion of the ORAR bonds.
Appendix published on www.ymagis.com: Detailed presentation of the financial restructuring plan
Trading of Ymagis shares to resume on 3 December 2019
As requested by the Company, trading of Ymagis shares (code ISIN FR0011471291 MAGIS) was suspended on 25 November. The Company is asking Euronext Paris today to resume trading in its shares for start of trading on the Paris stock market on 3 December 2019.
A 70% debt write-off is granted for the outstanding financial debt converted to Super Senior Debt subject to repayment in 2020, this write-off being reduced to 60% for the outstanding financial debt converted to Super Senior Debt subject to repayment after the 2020 fiscal year, with the 10% difference to be paid by the Company in 2026, for a maximum of €2.3m.
Attachment
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