Montpellier, 16 February 2017

Signature of an agreement for the issuance by Yeled Invest of bonds redeemable in existing Orchestra-Prémaman shares for a total gross amount of €30 million

Yeled Invest, Orchestra-Prémaman's majority shareholder, has signed on 15 February 2017 with CM-CIC Investissement SCR, an agreement for the issuance of bonds redeemable in 2,222,222 existing Orchestra-Prémaman shares, for a unit issue price of €13.50, i.e. an issue for a total gross amount of €30 million.

The equity notes will be issued by Yeled Invest and will be redeemable in existing Orchestra- Prémaman shares which are already owned by Yeled Invest. The duration of the convertible bond will be five years. However, equity note holders will be able to request the early redemption of equity notes in shares as of the second year anniversary of the equity note issue.

The aim of this equity note issue is to refinance Yeled Invest's financial debt maturities.

Following the transaction and once all equity notes have been redeemed in Orchestra- Prémaman shares, CM-CIC Investissement SCR's ownership stake will not exceed 8.41% of Orchestra-Prémaman's share capital or 6.03% of its voting rights (in the event that the tie-up between Orchestra-Prémaman and US listed company Destination Maternity goes ahead). In a scenario where the tie-up between Orchestra-Prémaman and US listed company Destination Maternity does not go ahead, CM-CIC Investissement SCR will own 11.99% of the share capital and 7.67% of voting rights.

Following the transaction and once all equity notes have been redeemed in Orchestra- Prémaman shares, the global share held by the concerted action would be equal to 51.42% of Orchestra-Prémaman's share capital and 65.04% of its voting rights (in the event that the tie-up between Orchestra-Prémaman and US listed company Destination Maternity goes ahead). In a scenario where the tie-up between Orchestra-Prémaman and US listed company Destination Maternity does not go ahead, the global share held by the concerted action would be equal to 68.00% of the share capital and 79.36% of voting rights.

Yeled Invest and CM-CIC Investissement SCR have entered into a shareholders' agreement setting forth certain rules with respect to corporate governance and the transfer of Orchestra- Prémaman's securities, which constitutes a concerted action between Yeled Invest and the equity notes subscriber vis-à-vis Orchestra-Prémaman.

A decision to dismiss (no need to rule) the obligation to file a public exchange offer on Orchestra-Prémaman's shares due to concerted action between Yeled Invest and the equity notes subscriber, has been granted by the Autorité des marchés financiers (AMF) on 14 February 2017 based on article 234-7-1 of the general regulation of the Autorité des marchés financiers.

The issue and subscription of equity notes should take place at the latest in March 2017.

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Next press release:

FY2016/2017 revenue, on 10 April 2017 after the market.

Contacts:

ACTIFIN - Stéphane RUIZ - +33 (0)1 56 88 11 15 - sruiz@actifin.fr

ACTIFIN - Edouard de MAISSIN - +33 (0)1 56 88 11 14 - edemaissin@actifin.fr

ORCHESTRA-PREMAMAN

A public limited company with capital of €22,245,732

Head office: 200 avenue des Tamaris, Zac Saint Antoine, 34130 Saint-Aunès.

398 471 565 in the Montpellier Trade and Companies Register

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Orchestra-Prémaman SA published this content on 16 February 2017 and is solely responsible for the information contained herein.
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