The FIGEAC AÉRO Group (ticker: FGA) (the "Company"), a leading partner for the major aerospace manufacturers, announces the convening of the general meeting of holders of bonds and the opening of the period of partial buy-back of net share settled bonds convertible into new shares and/or exchangeable for existing shares (the "ORNANEs 2022”), pursuant to the terms of the agreement on the improvement of its financial structure announced on April 5, 2022 (the "Agreement").
Convening of the general meeting of the holders of ORNANEs
In accordance with the indicative timetable set out in the press release announced on April 5, 2022, the Company announces that the general meeting of holders of ORNANEs will be held on first notice on April 26, 2022 at 11 a.m. at the Company's registered office located at Z.I. de l'Aiguille – 46100 FIGEAC. A convening notice was published today to this purpose in the Bulletin des Annonces Légales Obligatoires.
The holders of ORNANEs will be convened to vote on the following agenda:
- Approval of the amendments to the Conditions of the ORNANEs;
- Filing of the documents relating to the Bondholders' Meeting;
- Powers to carry out formalities.
The Company reminds that the approval of all the resolutions submitted to the vote of the general meeting of the holders of ORNANEs on April 26, 2022 is one of the conditions for the implementation of the improvement of its financial structure as described in the press release dated April 5, 2022.
Terms of implementation of the partial buy-back of ORNANEs 2022
As of today, holders of ORNANEs may request the buy-back of their ORNANEs 2022 from the Company at a price of € 23.92 per ORNANE 2022 (i.e. 93% of their nominal value). The repurchased ORNANEs 2022 will then be cancelled.
It is recalled that the Company allocates a cash envelope of €18.6 million to this purpose, and that it has already obtained the commitment of holders of ORNANEs to have ORNANEs 2022 representing a total nominal amount of €20 million (i.e. the entire cash envelope of €18.6 million allocated to these buy-backs) sold in this framework. In the event that the buy-back requests made by the holders exceed the amount of the €18.6 million envelope allocated by the Company, and in order to respect the equal treatment of all holders, all requests received will be reduced in proportion to this amount.
All ORNANEs 2022 will be purchased by the Company at the same price.
In addition to the holders of ORNANEs 2022 who have already committed to sell their ORNANEs 2022 to the Company, holders of ORNANEs 2022 who would be interested in the partial buy-back proposal are invited to contact the Company or CIC Market Solutions, until the date of the general meeting of the holders of ORNANEs at the latest, at the following address: [email protected]. The Company and CIC Market Solutions will collect the buyback requests through a fixed-price reverse book building process, the reverse book building period, at a fixed price, starting today and ending on April 26, 2022 at 11 a.m. (Paris time).
The Company and the interested holders of ORNANEs 2022 may then contractually undertake to buy-back the ORNANEs 2022, subject to the above mentioned proportional reduction rules in the event that the repurchase requests made by the holders exceed the amount of the €18.6 million envelope allocated by the Company. The holders of ORNANEs 2022 will be invited to enter into a Bond Repurchase Agreement with the Company, a draft of which is available upon request from the Company or CIC Market Solutions.
The Company reminds that the actual completion and settlement of the partial buy-back of the ORNANEs 2022 are conditional upon (i) the approval of the holders of ORNANEs at the general meeting to be held on April 26, 2022 on first notice in order to decide on the modification of the terms of the ORNANEs 2022, (ii) the finalization of the documentation with the banking partners regarding the rescheduling of existing financing and the obtaining of new financing, (iii) the approval of the shareholders at the combined general meeting held in order to decide in particular on the modification of the terms of the ORNANEs 2022 and on a share capital increase with Tikehau Ace Capital amounting to between €53.5 million and €58.5 million (including issuance premium) (see the Company's press release of April 5, 2022 and the Euroclear notice of April 11, 2022 relating to the convening of holders of ORNANEs to the general meeting), and (iv) the completion of Tikehau Ace Capital's share capital increase amounting to between €53.5 million and €58.5 million (including issuance premium).
ABOUT FIGEAC AÉRO
The FIGEAC AÉRO Group, a leading partner of major aerospace manufacturers, specialises in producing light alloy and hard metal structural parts, engine parts, landing gear and sub-assemblies. FIGEAC AÉRO is a global group operating in France, the USA, Morocco, Mexico, Romania and Tunisia. The Group generated annual revenue of €204.6 million in the year to 31st March 2021.
|FIGEAC AÉRO |
Jean-Claude Maillard - Chairman and Chief Executive Officer
Tel.: +33 (0)5 65 34 52 52
Corporate Development Director Institutional Relations / IR
Tel.: +33 (0)5 81 24 61 90 / [email protected]
|ACTUS Finance & Communication |
Corinne Puissant - - Analyst/Investor Relations
Tel.: +33 (0)1 53 67 36 77 / [email protected]
Manon Clairet - Press Relations
Tel.: +33 (0)1 53 67 36 77 / [email protected]
This press release contains forward-looking statements about FIGEAC AÉRO and in particular forward-looking statements relating to FIGEAC AÉRO's ability to implement its operational optimization plan and the impact of this plan on FIGEAC AÉRO's ability to limit the impact of the significant decline in activity related to the Covid-19 crisis on the Group's profitability. The use of certain words, such as "believe", "potential", "hope", "should", "objective" and other similar expressions or expressions, is intended to identify these forward-looking statements. Although the Company believes that its projections are based on current reasonable assumptions and expectations of its management, these forward-looking statements may be affected by a number of known or unknown hazards and uncertainties, which could result in results materially different from those described, induced or anticipated, expressly or implicitly, in such forward-looking statements. These hazards and uncertainties include, in particular, aircraft production rates emanating from manufacturers. In addition, while the Company's results, performance, financial condition and liquidity and the development of the industry in which it operates are consistent with such forward-looking statements, they are not predictive of future results or developments. These forward-looking statements speak only as of the date this document is made. Subject to applicable regulations, the Company makes no commitment to update or revise the information contained in this press release, whether as a result of new information, future events or otherwise. Forward-looking statements and statements are not guarantees of future performance and are subject to various risks and uncertainties, many of which are difficult to predict and are generally beyond the control of FIGEAC AÉRO.
 This price includes the accrued coupon.