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    EUCAR   FR0012789949

EUROPCAR MOBILITY GROUP

(EUCAR)
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Europcar Mobility : PRESS RELEASE RELATING TO THE FILING OF THE DRAFT NOTE, IN RESPONSE TO THE PUBLIC TENDER OFFER FOR THE SHARES OF EUROPCAR MOBILITY GROUP INITIATED BY GREEN MOBILITY HOLDING S.A.

09/20/2021 | 10:22am EST

This press release does not constitute an offer to purchase securities or any form of solicitation in the United States or in any

other country. The offer described below can only be opened once it has been declared compliant by the Autorité des

marchés financiers.

This document is an English-language translation for convenience only of the press release relating to

the filing of the draft response document ("projet de note en réponse") which was filed with the French Autorité des marchés financiers on September 20, 2021, and which remains subject to its review.

PRESS RELEASE DATED SEPTEMBER 20, 2021 RELATING TO THE FILING OF THE

DRAFT NOTE PREPARED BY

IN RESPONSE

TO THE PUBLIC TENDER OFFER FOR THE SHARES OF EUROPCAR MOBILITY

GROUP INITIATED BY GREEN MOBILITY HOLDING S.A.

This press release was prepared and made available to the public on September 20, 2021 in accordance with the provisions of article 231-26, II of the AMF's general regulation.

The draft offer and the draft response document remain subject to review by the Autorité des marchés financiers.

The draft response document filed with the AMF on September 20, 2021 (the "Draft Response Document") is available on the websites of Europcar Mobility Group (www.europcar-mobility-group.com) and of the AMF (www.amf-france.org) and is provided to the public free of charge at the registered office of Europcar Mobility Group, 13 ter, boulevard Berthier, 75017 Paris, France.

In accordance with article 231-28 of the AMF's general regulation, the information relating to the legal, financial and accounting relating to Europcar Mobility Group will be filed with the AMF and will be provided to the public, under the same conditions, no later than the day before the offer opens.

A press release will be published, no later than the day before the offer opens, to inform the public about how this document may be obtained.

This press release does not constitute an offer to purchase securities or any form of solicitation in the United States or in any

other country. The offer described below can only be opened once it has been declared compliant by the Autorité des

marchés financiers.

1. PRESENTATION OF THE OFFER

Pursuant to Title III of Book II and more specifically articles 231-13 and 232-1 of the AMF's general regulation, Green Mobility Holding S.A., a limited liability company (société anonyme) incorporated under Luxembourg law with a share capital of 30,000 euros, having its registered office at 19-21, route d'Arlon, 8009 Strassen, Luxembourg, registered with the Luxembourg

Trade and Companies Register under number B257696 (hereinafter the "Offeror"), is making an irrevocable offer to all shareholders of Europcar Mobility Group, a public limited company governed by a board of directors, whose registered office is located at 13 ter, boulevard Berthier, 75017 Paris, and registered with the Trade and Companies Register of Paris under number 489 099 903 ("Europcar Mobility Group" or the "Company", and together with its direct and indirect subsidiaries the "Group"), to acquire all shares in the Company (the "Shares") that the members of the Consortium (as such term is defined below) do not hold directly or indirectly as of the date of the draft offer document prepared by the Offeror and filed with the AMF (the "Draft Offer Document") at a price of 0.50 euros per Share, subject to the adjustments described in section 1.2.3 of the Draft Response Document (the "Offer Price") through a public tender offer, the terms of which are described hereafter and more fully described in the Draft

Offer Document (the "Offer").

According to and as of the date of the Draft Offer Document, the Offeror is fully owned by Volkswagen Finance Luxemburg S.A., a limited liability company (société anonyme) incorporated under Luxembourg law, having its registered office at 19-21, route d'Arlon, 8009 Strassen, Luxembourg, registered with the Luxembourg Trade and Companies Register under number B166745 ("VFL"), a wholly-owned subsidiary of Volkswagen Aktiengesellschaft, a limited liability company (Aktiengesellschaft) incorporated under German law, having its registered office at Berliner Ring 2, 38440 Wolfsburg, Germany, registered with the commercial register at the local court of Braunschweig under number HRB 100484 ("Volkswagen"). Following the Offer, the Offeror will become jointly owned by:

  • VFL, holding 66% of the Offeror's capital and voting rights;
  • Trinity Investments Designated Activity Company, a limited liability company incorporated under Irish law, having its registered office at Fourth Floor, 3 George's Dock, IFSC, Dublin 1, Ireland, registered with the Ireland Trade and Companies Register under number 535698 ("Trinity Investments"), an entity of the Attestor Limited ("Attestor") group, holding 27% of the Offeror's capital and voting rights; and
  • Pon Holdings B.V., a limited liability company (Besloten Vennootschap) incorporated under Dutch law, having its registered office at Stadionplein 28, 1076CM Amsterdam, Netherlands, registered with the Dutch Trade and Companies Register under number
    08017970 ("Pon"), holding 7% of the Offeror's capital and voting rights.

(Volkswagen, Attestor and Pon, together the "Consortium").

2

This press release does not constitute an offer to purchase securities or any form of solicitation in the United States or in any

other country. The offer described below can only be opened once it has been declared compliant by the Autorité des

marchés financiers.

The Shares are admitted for trading on compartment C of the Euronext Paris regulated market ("Euronext Paris") under ISIN FR0012789949 (ticker: EUCAR).

According to and as of the date of the Draft Offer Document, Trinity Investments, an entity of the Attestor Limited group which is a member of the Consortium, holds 641,514,896 shares of the Company representing 12.79% of the share capital and voting rights (the "Attestor Stake") and has undertaken to tender these shares to the Offer, as mentioned in section 5.3 of the Draft Response Document. The Offeror and the other Consortium members do not hold any shares or voting rights of the Company.

The Offer is for all the Shares not held by the Offeror:

  • that are issued and outstanding as of the date of the Draft Offer Document, excludinghowever, treasury Shares held by the Company (which will not be tendered in the
    Offer according to Company's board decision of September 17, 2021 in the context of its reasoned opinion (avis motivé) on the Offer), i.e., a maximum total number of 5,007,041,1531 Shares;
  • that may be issued prior to the closing of the Offer or the Reopened Offer (if applicable and as such term is defined in section 1.3.3 of the Draft Response Document), as a result of the vesting and delivery of the shares under the 2018 Free Share Plan and the 2019 Free Share Plan (as defined in section 1.2.5 of the Draft Response Document), i.e. as of the date of the Draft Response Document, a maximum number of 883,601 new shares;

altogether representing a maximum number of 5,007,924,754 Shares.

As of the date of the Draft Response Document, there are no equity securities or other financial instruments or rights that may give access, either immediately or in the future, to the Company's share capital or voting rights other than the 2018 Free Share Plan and the 2019 Free Share Plan awarded by the Company to certain managers and employees described in section 1.2.5 du Projet de Note en Réponse.

The Offer is voluntary and will take place according to the normal procedure in accordance with articles 232-1 et seq. of the AMF's general regulation. The Offer will be open for a period of at least twenty-five (25) trading days.

The Offeror intends to implement the squeeze-out procedure for the shares of the Company not tendered to the Offer, at the end of the Offer, pursuant to the provisions of article L. 433-4 II of the French Monetary and Financial Code and articles 237-1 et seq. of the AMF's general regulation.

In accordance with article 231-13 of the AMF's general regulation, on September 20, 2021, BNP Paribas and Bank of America Europe DAC - Succursale en France, in their capacity as

1On the basis of the Company's total numbers of shares and theoretical voting rights determined in accordance with article 223-11 of the AMF's general regulation as of September 15, 2021, i.e., 5,015,640,081 Shares representing 5,016,676,628 theoretical voting rights. Based on the same information, 8,598,928 Shares are held in treasury, representing 0.17% of the share capital and theoretical voting rights.

3

This press release does not constitute an offer to purchase securities or any form of solicitation in the United States or in any

other country. The offer described below can only be opened once it has been declared compliant by the Autorité des

marchés financiers.

banks presenting the Offer, filed the Offer and the Draft Offer Document with the AMF on behalf of the Offeror. Only BNP Paribas guarantees the terms and the irrevocable nature of the undertakings made by the Offeror in connection with the Offer.

The Offer is subject to the caducity threshold referred to in article 231-9, I of the AMF's general regulation, as described in section 1.2.6 of the Draft Response Document and in section 2.10.1 of the Draft Offer Document. The Offer also includes a withdrawal threshold, in accordance with article 231-9, II of the AMF's general regulation, as described in section 1.2.7 of the Draft Response Document and in section 2.10.2 of the Draft Offer Document.

In addition, according to and as of the date of the Draft Offer Document, the Offer is also subject, as conditions precedent, to certain Antitrust Authorization, as defined and described in section 1.2.8 of the Draft Response Document (and in section 2.10.3 of the Draft Offer Document).

The indicative timetable of the Offer is presented in section 1.4 of the Draft Response Document and 2.11 of the Draft Offer Document.

2. REASONED OPINION OF THE COMPANY'S BOARD OF DIRECTORS The board of directors of Europcar Mobility Group is currently composed of:

  • Mr. Alexandre de Juniac (chairman of the board of directors)*;
  • Mrs. Caroline Parot;
  • Mrs. Sylvie Veilleux*;
  • Mrs. Martine Gerow*;
  • Mr. Carl Leaver;
  • Mr. Simon Franks;
  • Mrs. Carol Sirou*; and
  • Mrs. Adèle Mofiro.

*Independent directors according to the independence criteria of the Afep-Medef Code.

Mr. Laurent David is an observer (censeur) on the Company's board of directors.

On June 7, 2021, the Consortium members submitted an indicative proposal letter to the Company expressing their interest regarding a contemplated transaction on the Company's share capital at a price of €0.44 per Company share.

In light of the need to set up suitable governance procedures to review this proposal and any subsequent alternative or competing projects which may arise in its wake, the board of directors, at its meeting of June 8, 2021 decided to set up the Ad Hoc Committee in accordance with the provisions of article 261-1, III of the AMF general regulation, composed of:

  • Mr. Alexandre de Juniac (chairman of the Ad Hoc Committee );
  • Mrs. Martine Gerow; and
  • Mr. Carl Leaver,

it being noted that Mrs. Caroline Parot in her capacity as CEO and Mr. Laurent David in his capacity as board observer (whose appointment had been proposed and was confirmed by the Company's shareholders' meeting on June 30, 2021) participated to the work of such Ad Hoc Committee as guests.

4

This press release does not constitute an offer to purchase securities or any form of solicitation in the United States or in any

other country. The offer described below can only be opened once it has been declared compliant by the Autorité des

marchés financiers.

2

3

On June 13, 2021, the Company's board of directors unanimously (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who withdrew from the board's work) rejected the Consortium members' proposal, stating that the proposed price did not reflect the Company's full value and value creation potential, while leaving the door open to potential discussions should the price be significantly increased.

On June 17, 2021, in anticipation of any such potential discussions, the Company's board of directors (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who did not take part in the deliberation or the vote), upon recommendation of the Ad Hoc Committee, appointed the Independent Expert pursuant to article 261-1, I, 2° and 4° of the AMF general regulation with a mission to produce a report regarding the financial terms of the proposed offer, including, should the Independent Expert so conclude, an opinion that the price of the Offer is fair (équitable) from a financial point of view for the Company's shareholders.

At its meeting of July 28, 2021, the Company's board of directors unanimously (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who withdrew from the board's work, and Mrs. Caroline Parot, who did not participate in the deliberation or the vote) and upon recommendation of the Ad Hoc Committee:

  • favorably welcomed the transaction proposed by the Consortium Members, expressing a preliminary positive opinion that the Offer was in the interest of the Company, its shareholders, employees and other stakeholders, it being specified that such preliminary positive opinion would be reviewed in accordance with the board of directors' fiduciary duties upon receipt of the Independent Expert's opinion;
  • approved, in accordance with its internal rules and article L. 225-38 of the French Commercial Code, the execution of the TOA by the Company2; and
  • confirmed the Independent Expert's mission with a view to obtaining its opinion on the basis of which the Company's board of directors opinion will be rendered.

On September 16, 2021, the Company's board of directors unanimously (excluding Mr. Simon Franks, in his capacity as director appointed upon proposal of Attestor, who withdrew from the board's work, and Mrs. Caroline Parot, who did not participate in the deliberation or the vote), and upon recommendation of the Ad Hoc Committee, approved, in accordance with its internal rules and article L. 225-38 of the French Commercial Code, the execution by the Company of an amendment to the TOA in order to clarify and adjust certain provisions regarding, in particular, the Offeror's intentions, the Liquidity Agreement (as defined in section 1.2.5.2 of the Draft Response Document) and the management bonuses and incentive plan3.

The signature of the TOA was the subject a publication relating to related-party agreements (conventions réglementées) pursuant to articles L. 22-10-13 and R. 22-10-17 of the French Commercial Code on July 30, 2021 available on the Company's website (https://europcar-mobility-group.com/fr/communiques-de-presse)

This amendment to the TOA resulted in the update of the publication relating to related-party agreements (conventions réglementées) pursuant to articles L. 22-10-13 and R. 22-10-17 of the French Commercial Code regarding the TOA as of September 17, 2021, available on the Company's website (https://europcar-mobility- group.com/fr/communiques-de-presse).

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Europcar Mobility Group SA published this content on 20 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2021 14:21:05 UTC.


© Publicnow 2021
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Sales 2021 2 265 M 2 559 M 2 559 M
Net income 2021 -37,8 M -42,7 M -42,7 M
Net Debt 2021 252 M 285 M 285 M
P/E ratio 2021 -53,5x
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Nbr of Employees 8 482
Free-Float 96,1%
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Number of Analysts 4
Last Close Price 0,51 €
Average target price 0,48 €
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Caroline Parot Chief Executive Officer & Director
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Alexandre de Juniac Chairman
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