Orchestra Premaman : 2016-09-16 Communiqué de presse lancement ENG

Saint-Aunès, 16 September 2016

ORCHESTRA-PREMAMAN LAUNCHES A FIXED PRICE PUBLIC OFFERING IN FRANCE AND A GLOBAL PLACEMENT PRIMARILY INVOLVING INSTITUTIONAL INVESTORS

Orchestra-Prémaman announces that the French Financial Markets Authority (the "AMF") affixed visa no. 16-435 to the prospectus related to:

• an offering, as part of a fixed price public offering (the "FPO") in France and a global placement primarily involving institutional investors in France and abroad, by means of:

• a primary offering for a minimum amount of approximately €30 million corresponding to 1,916,934 new shares at the unit price of €15.65 to be issued as part of a capital increase with cancellation of preferential subscription rights to be subscribed in cash that may be increased to approximately €40 million, corresponding to an additional 618,211 new shares in the event of the full exercise of the Extension Clause and the Over-allotment Option; and

• a secondary offering for a minimum amount of approximately €15 million corresponding to 958,466 existing shares sold by Yeled Invest at the unit price of

  €15.65 which may be increased to approximately €30 million corresponding to an additional 927,316 existing shares sold by Yeled Invest simultaneously to the full exercise of the Extension Clause and the Over-allotment Option by the Company;

  (the "Offering")

• admission to trading of all new shares on the regulated market of Euronext in Paris (hereafter "Euronext Paris".

Louis Capital Markets, Lead Manager and Bookrunner, and Midcap Partners, advisor of the Company, are the financial partners in the context of the Offering.

Reasons for the Offering

The Offering is being carried out in particular in order to increase the share of the free float in the Company's capital and to find investors to accompany the Group over the long term alongside the majority shareholder.

The primary offering will enable the Company's financial structure to be strengthened and will increase its financial flexibility by increasing its equity. Moreover, around 50% of the net proceeds from the issue of the new shares will be allocated to accelerating the Group's organic growth in France and abroad, notably through the opening of Large Stores (mixed stores and megastores of

more than 800 m2) adapting the "one-stop-shopping" concept to offer the entire range of mother and

child textiles as well as a very large range of childcare products within the same store.

The proceeds of the secondary offering will be levied by Yeled Invest and will enable it to reduce its indebtedness.

Terms and conditions of the Offering

Number of shares offered

The Offering, for a maximum amount of approximately 70 million euros, corresponding to a maximum of 4.420.927 shares offered, is composed of:

• a minimum number of 1.916.934 new shares to be issued as part of a capital increase with cancellation of preferential subscription rights to be subscribed in cash via a public offering and private placement, which may be increased to maximum of 2.535.145 new shares in the event of the full exercise of the extension clause and the over-allotment Option ; and

• a minimum number of 958.466 existing shares sold by Yeled Invest, in its capacity of assigning shareholder, which may be increased to a maximum of 1.885.782 existing shares sold by Yeled Invest in the event of the full exercise of the extension clause and the over-allotment Option.

Offering Price

€ 15,65 per share offered, corresponding to the weighted average price for the Company's shares over the last three trading sessions preceding the setting of the price on 14 September 2016 after market close, reduced by a discount of 3.37%.

Proceeds from the Offering

The gross proceeds from the issue of new shares (primary offering excluding the exercise of the extension clause) will be approximately be 30.000.017 euros, that may reach approximately

39.675.019 euros in the event of the full exercise of the extension clause and the over-allotment option.

The net proceeds from the issue of new shares (primary offering excluding the exercise of the extension clause) will be approximately be 28.332.888 euros, that may reach approximately 37.784.883 euros in the event of the full exercise of the extension clause and the over-allotment option.

The gross proceeds from the sale of existing shares will be approximately 14.999.993 euros, that may reach approximately 29.512.488 euros in the event of the full exercise of the extension clause and the over-allotment option.

The net proceeds from the sale of existing shares will be approximately 14.441.174 euros, that may reach approximately 28.619.966 euros in the event of the full exercise of the extension clause and the over-allotment option.

Structure of the Offering

The Offering comprises:

• a public offering in France in the form of a fixed price offer, mainly intended for natural persons; orders will be broken down according to the number of securities requested:

  • A1 orders: from 1 share up to 75 shares (inclusive); and

  • A2 orders: over 75 shares.

• a Global Placement mainly intended for institutional investors, made up of:

  • a placement in France; and

  • an international private placement in certain other countries, except for, in particular, the United States of America, Canada, Japan and Australia.

    The shares offered, namely the new shares, additional new shares and the assigned shares, will be offered simultaneously in the Offering and under the same conditions, according to the following terms and conditions:

    • up to approximately €45 million euros, investors will be allocated 2 new shares for every 1 assigned share, it being specified that any order involving fewer than 3 shares or any portion of an order that does not represent a multiple of 3 will be first fulfilled by new shares;

    • in excess of approximately €45 million euros and up to a maximum limit of approximately €70 million, in the event that all or a portion of the extension clause and, where applicable, the over-allotment option are exercised, investors will be allocated 3 assigned shares for every 2 new shares (or additional new shares, where applicable), it being specified that any portion of an order not amounting to a multiple of 5 will be, where appropriate, fulfilled using both new shares (or additional new shares, where applicable) and assigned shares in the event of an even number, and using assigned shares as a priority in the event of an odd number. However, it is specified that this allotment could be subject to change if the Company's shares would be acquired for stabilization purposes and would therefore reduce the number of additional new shares issued pursuant to the over-allotment option.

    It is specified that if the amount of subscription or purchase orders received in the context of the Offering does not reach a minimum amount of approximately €45 million euros, the Offering will be cancelled and the subscription orders will be obsolete.

    Commitment to abstain and commitment to retain

• Commitment to abstain by the Company: 180 days;

• Commitment to retain by Yeled Invest in its capacity of assigning shareholder: 180 days.

Suspension of the share price

Given its current free float and the low liquidity of its shares, which could lead to erratic share price movements, the Company, under its own responsibility, has asked Euronext Paris to suspend its share price listing from 16 September 2016 in order to facilitate the smooth operation of the Offering.

The share price listing on Euronext Paris will resume on the day on which the New Shares are admitted to trading on Euronext Paris, i.e. according to the provisional timetable, 5 October 2016.

Provisional timetable

14 September 2016	Setting of the Price of Shares Offered
15 September 2016	AMF visa on the Prospectus
16 September 2016	Publication of the press release announcing the Offering
	Euronext notice upon the opening of the FPO
	Opening of the FPO and the Global Placement
	Suspension of the listing of Company shares on Euronext Paris
29 September 2016	Closing of the FPO at 5:00 p.m. (Paris time) for brokerage subscriptions and at 8:00 p.m. (Paris time) for Internet subscriptions
30 September 2016	Closing of the Global Placement at 12:00 p.m. (Paris time)
	Potential exercise of the Extension Clause
	Publication of the press release indicating the results of the Offering
	Euronext notice regarding the results of the Offering
	Signature of the Investment Agreement
4 October 2016	Settlement-delivery of the FPO and the Global Placement
5 October 2016	Resumption of the listing of the Company's securities
	Admission of the New Shares to trading on Euronext Paris
31 October 2016	Long-stop date for the exercise of the Over-allotment Option by the Lead Manager and Bookrunner
	End of the stabilization period

Subscription procedures

Individuals who wish to participate in the FPO shall submit their orders to an authorized financial intermediary in France no later than 29 September at 5:00 p.m. (Paris time) for brokerage subscriptions and 8:00 p.m. for Internet subscriptions, if this method is provided by their financial intermediary, unless there is an early closing or an extension is granted.