Status of discussions with Eagle Football
Lyon, December 2, 2022
OL Groupe recalls that Eagle Football Holdings LLC, controlled by Mr. John Textor, has committed to acquire 39,201,514 shares issued by OL Groupe at a price of €3 per share and 789,824 OSRANEs issued by OL Groupe at a price of €265.57 per OSRANE to its main historical shareholders (Pathé, IDG Capital and Holnest - hereafter designated as the "Sellers"). The share purchase agreement is firm and unconditional; in particular, there are no conditions relating to the financing of the transaction or to third-party consents.
Eagle Football has also undertaken to subscribe, subject to the completion of these acquisitions, to a reserved capital increase of OL Groupe for a total amount of €86 million (the transactions described above are hereafter designated as the "Transaction"). This capital increase has been approved by the shareholders' meeting of July 29, 2022.
As regards the debt of the Olympique Lyonnais group, it is recalled that all the lenders of the Olympique Lyonnais group have given their consent to the transaction ("waivers")2, effective at closing.
As announced on October 24, 2022, after a first postponement of the September 30, 2022 deadline, and then of the October 21, 2022 deadline, Pathé, IDG Capital, Holnest, OL Groupe and Eagle Football have agreed to set the new completion date of the Transaction as of November 17, 2022, in order to allow Eagle Football to finalize its debt and equity financing, and to secure approval from the Premier League relating to Mr. Textor's interests in Crystal Palace.
At such date, Eagle Football presented final executed documentation sufficient to consummate the Transaction, however Eagle Football was not in position to proceed to the completion of the Transaction without Premier League approval.
Mr. John Textor, majority shareholder of Eagle Football, has indicated today the following to the Company and the Sellers:
"Eagle Football, as of November 17, has secured all financings necessary for the completion of the Transaction and signed the corresponding binding agreements with debt and equity providers.
Subsequent to the June 2022 announcement, we were asked by OLG's banks to contribute additional monies to partially repay debt, and we have also secured incremental funds to satisfy this request.
The agreements with Eagle's debt and equity investors include notably, as a prerequisite, the contribution in kind to Eagle Football of the interests I own in Crystal Palace (United Kingdom), Botafogo (Brazil) and RWDM (Belgium).
The stakes in Botafogo and RWDM have already been contributed to Eagle Football.
The realization of the contribution of the stake in Crystal Palace has been delayed as it is subject to the approval of the British football authorities (Premier League). These authorities have requested the consent of Crystal Palace and its shareholders. As of today, we have not yet obtained the consent of Crystal Palace and its shareholders (other than myself), which is a pre-requisite for Premier League approval. We have made significant progress in recent days and believe we are on a good path to reach an agreement in the very next days.
This will be the last condition to be satisfied, under the financing agreements between Eagle Football and its debt and equity investors, in order to proceed with the closing of the Transaction with OL Groupe.
We reiterate our will and enthusiasm to make this project happen."
In light of the above, the Sellers and OL Groupe have agreed to give an additional period of time to Eagle Football in order to finalize these different steps. The Sellers and OL Groupe will decide, on Sunday evening, how to proceed with the Transaction in light of the progress made by then.
Tel: +33 (0)4 81 07 55 00
Fax: +33 (0)4 81 07 45 65
Euronext Paris - Segment C
Indices: CAC Small – CAC Mid & Small – CAC All-Tradable – CAC All-Share – CAC Consumer Discretionary
ISIN code: FR0010428771
Bloomberg: OLG FP
ICB: 40501030 Recreational services
 Directly or through an affiliate (“Eagle Football”).
2 Subject notably to a partial early repayment of the bank debt amounting approximately to €50 million.