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    VAC   FR0000073041

PIERRE & VACANCES

(VAC)
  Report
Real-time Euronext Paris  -  11:35 2022-09-23 am EDT
0.7850 EUR   -2.97%
09/16PIERRE & VACANCES : Inside Information / Other news releases
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Pierre & Vacances : Press Release - Availability of prospectus, amendment and safeguard plan

06/17/2022 | 02:43am EDT

This press release may not be distributed directly or indirectly in the United States, Canada, Australia or Japan.

This press release is not a promotional communication and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129.

Paris, June 17, 2022

Availability of a prospectus relating to the issue and admission to trading of securities in the context of the restructuring process of the Pierre & Vacances - Center Parcs Group

Availability of an amendment to the 2020/2021 universal registration document

Availability of the draft accelerated safeguard plan

Availability of a prospectus for the issue and admission to trading of securities

Pierre et Vacances (the "Company") announces that the Autorité des marchés financiers (the "AMF") has given on June 16, 2022 approval number 22-217 to its prospectus (the "Prospectus") made available to the public for:

  1. the issue and admission to trading on the regulated market of Euronext Paris ("Euronext Paris"), in the context of a free allocation of warrants by the Company to all its shareholders (the "Shareholder Warrants"), on the basis of 77 Shareholder Warrants for 18 existing shares:
    • 42,321,972 Shareholder Warrants; and
    • a maximum number of 42,321,972 new ordinary shares of the Company that may be issued upon exercise of all Shareholder Warrants, each Shareholder Warrant entitling its holder to subscribe for one new ordinary share at a unit price of EUR 2.75;
  2. the admission to trading on Euronext Paris, in connection with a capital increase without preferential subscription rights of shareholders, to the benefit of a category of persons meeting specific characteristics, to be subscribed exclusively in cash, for a maximum amount (including issue premium) of 149,914,344 through the issue of a maximum number of 199,885,792 new ordinary shares with a par value of EUR 0.01 each, together with an issue premium of EUR 0.74, i.e. a unit subscription price of EUR 0.75 (the "New R Shares");
  3. the admission to trading on Euronext Paris, in connection with a capital increase without preferential subscription rights of shareholders, to the benefit of a category of persons meeting specific characteristics, to be subscribed exclusively by way of set-off against certain, liquid and payable claims held against the Company and its subsidiary Pierre et Vacances FI1, of a maximum amount (including issue premium) of EUR 554,820,400 (including interest) through the issue of a maximum number of 138,705,100 new ordinary shares with a nominal value of EUR 0.01 each, together with an issue premium of EUR 3.99, i.e. a unit subscription price of EUR 4 (the "New C Shares") to which are attached warrants to subscribe for new shares of the Company (the "Creditors' Warrants", together with the New C Shares, the "ABSA"):
    • a maximum number of 138,705,100 New C Shares;
    • a maximum number of 41,934,100 Creditor Warrants, 43 New C Shares being accompanied by 13 Creditor Warrants; and

1 The receivables held on Pierre et Vacances Fi which are the subject of the set-off will be subject to a prior delegation and will be held on the Company at the time of the capital increase.

  • a maximum number of 41,934,100 new ordinary shares of the Company that may be issued upon exercise of all Creditor Warrants, each Creditor Warrant entitling its holder to subscribe for 1 new ordinary share at a unit price of EUR 2.25;

4. the admission to trading on Euronext Paris, in connection with a free allotment of warrants (the "Guarantor Warrants") by the Company to designated persons:

  • 39,107,134 Guarantor Warrants; and
  • a maximum number of 39,107,134 new ordinary shares of the Company likely to be issued upon exercise of all Guarantor Warrants, each Guarantor Warrant giving the right to subscribe for one new ordinary share at a unit price of EUR 0.01.

It is also planned to launch a capital increase with preferential subscription rights for an amount of EUR 50,085,641.25, at a price of EUR 0.75 per new share (the "Rights Issue"), which will be the subject of a new prospectus expected to be approved by the AMF on August 2, 2022 according to the indicative timetable.

The completion of the above-mentioned operations remains subject to:

  • the implementation of a new governance of the Company with a completely renewed Board of Directors composed of eight or nine members (excluding member(s) representing employees), including the appointments of (i) Mr. Franck Gervais, Chief Executive Officer of the Company,
    1. Alcentra Flandre Limited, (iii) Fidera Limited and (iv) Mr. Pascal Savary, each subject to the condition precedent of completion of the restructuring transactions provided for in the draft accelerated safeguard plan (the "Restructuring Transactions"), which are submitted to the shareholders' general meeting of the Company to be held on July 8, 2022 (the "Shareholders' General Meeting"). The remaining four or five directors will be co-opted on the basis of the mandates of the directors who resign on the day of completion of the Restructuring Transactions;
  • the approval by the classes of affected parties of the Company to be held on July 8, 2022 of the draft accelerated safeguard plan presented in the context of the Company's accelerated safeguard procedure opened by the Paris Commercial Court on May 31, 2022, in accordance with Articles L. 628-
    1 to L. 628-8 of the French Commercial Code (the "Draft Accelerated Safeguard Plan");
  • the adoption by the Shareholders' General Meeting of all resolutions necessary for the implementation of the Restructuring Transactions and resolutions relating to the new governance of the Company;
  • the judgment of the Paris Commercial Court approving the Company's accelerated safeguard plan, which is expected to be delivered on July 29, 2022 according to the indicative timetable; and
  • the approval by the AMF of a new prospectus relating to the Rights Issue.

The settlement and delivery of each of the above-mentioned capital increases is expected to take place concomitantly on September 16, 2022 according to the indicative timetable.

Availability of an amendment to the 2020/2021 universal registration document

The Company also announces that it has filed an amendment to its 2020/2021 universal registration document with the AMF on June 16, 2022 under the number D. 22-0119-A01.

Copies of the Prospectus (available in French only) consisting of (i) the Company's 2020/2021 universal registration document filed with the AMF on March 17, 2022 under number D. 22-0119, (ii) the amendment to the universal registration document mentioned above, (iii) the securities note (including the summary of the Prospectus) are available free of charge at the Company's registered office, located at L'Artois -

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Espace Pont de Flandre, 11 rue de Cambrai, 75947 Paris Cedex 19, as well as electronically on the Company's website (http://www.groupepvcp.com/fr) and on the AMF website (www.amf-france.org).

Availability of the Draft Accelerated Safeguard Plan

The Draft Accelerated Safeguard Plan submitted for approval to the classes of affected parties on July 8, 2022 is available in its electronic version on the Company's website (http://www.groupepvcp.com/fr) in the "Publications / Restructuring" section.

* * *

Warning

This press release and the information it contains do not constitute an offer to sell or subscribe, or a solicitation of an order to buy or subscribe, Pierre et Vacances S.A. securities in Australia, Canada, Japan or the United States of America or in any other country in which such an offer or solicitation would be prohibited.

The dissemination, publication or distribution of this press release in certain countries may constitute a violation of the legal and regulatory provisions in force. Accordingly, persons physically present in such countries and in which this press release is disseminated, distributed or published should inform themselves of and observe any such local restrictions. This press release must not be disseminated, published or distributed, directly or indirectly, in Australia, Canada, Japan or the United States of America.

This press release is a promotional communication and does not constitute a prospectus within the meaning of Regulation 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing the Prospectus Directive 2003/71/EC (the "Prospectus Regulation").

No communication or information relating to the transactions described in this press release may be disseminated to the public in any jurisdiction in which registration or approval is required. No action has been taken (nor will be taken) in any jurisdiction (other than France) in which such action would be required. The subscription to or purchase of Pierre et Vacances S.A. securities may be subject to specific legal or regulatory restrictions in certain countries. Pierre et Vacances S.A. assumes no liability for any violation by any person of these restrictions.

With regard to the Member States of the European Economic Area other than France, no action has been nor will be taken to allow a public offering of securities requiring the publication of a prospectus in any of the Member States concerned. Consequently, any offer of securities of Pierre et Vacances S.A. may only be made in one or other of the Member States (i) to qualified investors within the meaning of the Prospectus Regulation; or (ii) in any other case exempting Pierre et Vacances S.A. from publishing a prospectus in accordance with Article 1(4) of the Prospectus Regulation.

This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom who are qualified investors (as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", "unincorporated associations", etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial

3

Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities nor of any offer or solicitation to sell securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Pierre et Vacances S.A. does not intend to register any portion of the proposed offerings in the United States nor to conduct a public offering of securities in the United States.

Disclaimer: Forward-Looking Statements

This press release contains certain statements that constitute "forward-looking statements", including, without limitation, statements that are predictions of or indicate future events, trends, plans or objectives, based on certain assumptions and all statements that do not directly relate to a historical fact. These forward-looking statements are based on the management's current expectations and beliefs and are subject to a number of risks and uncertainties, as a result of which actual results could differ materially from the forecast results explicitly or implicitly mentioned in the forward-looking statements; for more information on these risks and uncertainties, please refer to the documents filed by Pierre et Vacances S.A. with the Autorité des marchés financiers.

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Disclaimer

Pierre & Vacances SA published this content on 17 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2022 06:42:05 UTC.


© Publicnow 2022
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Sales 2022 1 561 M 1 517 M 1 517 M
Net income 2022 -9,56 M -9,30 M -9,30 M
Net Debt 2022 2 905 M 2 824 M 2 824 M
P/E ratio 2022 -3,92x
Yield 2022 12,4%
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Mean consensus OUTPERFORM
Number of Analysts 4
Last Close Price 0,79 €
Average target price 4,23 €
Spread / Average Target 438%
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Franck Gervais Chief Executive Officer
Jean-Christophe Lemasson Group Director-Finance Operations & Services
Georges Sampeur Chairman
Andries Arij Olijslager Independent Non-Executive Director
Bertrand Meheut Independent Director
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