FIGEACAÉRO Group (ticker code: FGA) (”
(A reference partner of major aviation manufacturers) obtained a report produced by Finexsi, a company that acted as an independent expert on May 6, 2022, with the mission of expressing its views in accordance with Section 261. Announced the possibility. Three of the general rules of autorité des marchés lenders, the fairness of the issue price of new shares in the context of capital increases reserved for Tikehau Ace Capital, and the financial position perspective of FIGEACAÉRO’s proposed financial restructuring from shareholders.
An independent expert report is available to shareholders at our website (www.figeac-aero.com – Investor Area Section) and at our registration offices, upstream of the Extraordinary and Ordinary General Meetings of Shareholders. It is fully open to the public. May 20, 2022.
The conclusions of the Finexsi report are as follows:
The FIGEACAÉRO Group is facing a significant decline in activity, especially due to the health crisis that has affected the aviation sector. However, due to the economic recovery experienced by this sector, we are unable to meet the October 2022 ORNANE redemption deadline.
In the context of the Group’s necessary financial restructuring, we will benefit from the extraordinary mandate acquired in July 2021 to discuss equity enhancement, reschedule financing of existing assets and acquisition of new cash scenarios. Approached a financial partner for. Restructuring also saw the intervention of the Inter-Ministerial Commission (CIRI) for industrial restructuring.
These discussions led to the conclusion of the agreement announced on September 9, 2021, which specifically stipulated the entry of Tikehau Ace Capital into capital through a reserved capital increase. Discussions continued with other financial partners, including ORNANE holders, and on April 5, 2022, new terms were announced through an agreement to adjust our financial structure, which is specified in this report. ..
The financial restructuring plan developed is specifically aimed at (i) strengthening capital by increasing the issuance price of € 5.60 per share to Tikehau Ace Capital from € 53.5 million to € 58.5 million. increase. Similar to the latter’s participation in the issuance of € 10 million bonds with an annual rate of 12% and a maturity of 6.5 years, (ii) reprofiling bank debt with new short-term and medium-term depreciation curves in exchange for a rate hike of 62.5 basis points. Borrowing to postpone the term to September 2028, (ii) the establishment of a new loan of 98 million euros, including 66 million euros of PGE, and (iii) the terms of ORNANE are 20 million at a discounted price of 7%. It provides for partial redemption of the euro and extension of the balance to maturity until October 18, 2028. The goal is to return to a tolerable level of financial leverage and structure that will enable us to cover our medium-term cash requirements and continue to implement our “Road to 25” strategic plan.
To assess the fairness of the subscription price of the capital increase reserved at Tikehau Ace Capital, we conducted a multi-criteria assessment of FIGEA CAÉRO to dilute shareholders and calculate return on investment. This theoretical assessment includes the impact of financial restructuring and the contribution of the necessary financing, but also assumes that the forecasts established by management will be realized without significant risk. Therefore, these two points condition the continuity of the Group’s business.
The work described in this report on group assessments and investigations of restructuring financial conditions seeks the following key comments on our part:
The condition for an increase in retained capital of € 53.5 million (ie, Hypothesis 1) is about 36.9% compared to the current shareholding on April 26, 2022, compared to the theoretical assumption of the conversion of ORNANE 2022 in October. Shows a 30% capital dilution. 2022 according to the initial parity. This capital dilution represents an increase in our shareholders’ equity of € 53.5 million.
As part of the implementation of a retained capital increase of € 58.5 million
(Ie Hypothesis 2), dilution is about 38.0% compared to the shareholding on April 26, 2022, and 31.3% compared to the theoretical hypothesis of the conversion of ORNANE 2022 in October 2022 by initial parity. Become. This capital dilution represents an increase in our shareholders’ equity of € 58.5 million.
Capital increases reserved for Tikehau Ace Capital will be implemented based on a subscription price of € 5.60 per share. This is consistent with the pre-announcement stock market reference for the two operations that make up this subscription price. In addition, the latter is the same as the purchase price of FIGEACAÉRO shares from Jean Claude MAIL LARD by Tikehau Ace Capital.
The theoretical valuation of FIGEACAÉRO shares after restructuring occurs between € 6.11 and € 7.33 as a result of the DCF approach used as the main principle.
Based on the assumptions used, the simulations performed in this transaction do not reflect a significant dilution or increase in value to either shareholders or holders of ORNANE.
A survey of related contracts, in our opinion, did not reveal any financial provisions that could question the fairness of the increase in retained capital.
In this regard, as of the date of this report, we believe that the terms of the restructuring are financially fair to our shareholders.
About FIGEA CAERO
The FIGEACAÉRO Group, a benchmark partner for leading aerospace manufacturers, specializes in the manufacture of light alloy and hard metal structural parts, engine parts, landing gear, and subassemblies. The international group FIGEA CAÉRO is based in France, the United States, Morocco, Mexico, Romania and Tunisia. As of March 31, 2021, the Group’s annual sales were € 204.6 million.
Jean-Claude Maillard-Chairman and CEO
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Camille tray no
News Finance & Communication
Corinne Puissant-Analyst / Investor Relationship
like that. : 01 53 67 36 77 / [email protected]
Manon Cleret-Press Relations
This press release contains forward-looking statements regarding FIGEACAÉRO, in particular the ability to implement the FIGEACAÉRO operational optimization plan and the future outlook for the impact of this plan on FIGEACAÉRO’s capabilities. Related to the Covid-19 crisis on group profitability. The use of certain words or other similar expressions or expressions such as “believe”, “potential”, “desired”, “should”, “aiming”, etc., describes these future prospects. Is intended to identify. We believe our forecasts are based on current reasonable assumptions and general management expectations, but these forward-looking statements are a certain number of known or unknown hazards and uncertainties. From what is stated, implied or expected, express or implied in such forward-looking statements that may be questioned by gender and may have substantially different consequences. These whims and uncertainties include aircraft production rates, especially from manufacturers. In addition, even if our business performance, business performance, financial condition and liquidity, and the development of the industrial sector in which we operate are in line with such future prospects, we cannot predict future business performance or development. These forward-looking statements are current as of the date of publication of this document. In accordance with applicable regulations, we undertake no obligation to update or revise the information contained in this press release for new information, future events, or any other reason. Forward-looking information and statements are not a guarantee of future performance and are subject to various risks and uncertainties. Many are difficult to predict and are generally beyond the control of FIGEA CAÉRO.
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