SHAREHOLDERS INFORMATION

Transcription

1 SHAREHOLDERS INFORMATION JANUARY 2015 EURODISNEY S.C.A. GROUP S RECAPITALIZATION AND DEBT REDUCTION PROPOSAL Dear Shareholders, As you may know, on October 6, 2014, our Company announced a recapitalization and debt reduction proposal for 1 billion euros, supported by The Walt Disney Company. The project, which improves our financial health, increases our liquidity and reduces our debt, is essential to the implementation of our strategy, giving us the means to invest in the renovation of our hotels and attractions, and more generally in the improvement of our guest experience. Your General Meeting held on January 13, 2015, approved the resolutions authorizing the implementation of the recapitalization and debt reduction proposal. As shareholders of our Company, you have the possibility to participate in certains transactions contemplated in the proposal, along with The Walt Disney Company, and under the same financial conditions. I strongly advise you to read carefully the enclosed information that details the different steps of the proposal, as well as your possible options at each step. I thank you for your continued support and confidence. Tom Wolber Président of Euro Disney S.A.S., Gérant

2 PROPOSAL OVERVIEW > WHAT DOES THE GROUP S RECAPITALIZATION AND DEBT REDUCTION PROPOSAL OF 1 BILLION EUROS CONSIST OF? A cash infusion of approximately 420 million The conversion of 600 million receivables held Deferral of loan amortization payments to TWDC made or guaranteed by The Walt Disney Company ( TWDC ), through capital increases by Euro Disney S.C.A. and its main operating subsidiary. by TWDC through capital increases of Euro Disney S.C.A. and its main operating subsidiary. (principal only) until their new final maturity date in December New revolving credit facility of 350 million maturing in December 2023, replacing the previous credit facilities. THIS PROPOSAL IS DESIGNED TO ADDRESS EURO DISNEY S.C.A. S 3 MAIN OBJECTIVES Improve Reduce the cash position Increase the debt the liquidity > 4 STEPS AT EURO DISNEY S.C.A. S LEVEL STEP 1 STEP 2 STEP 3 STEP 4 FROM JANUARY, 19th TO FEBRUARY, 6th 2015 FEBRUARY, 6th 2015 MARCH-APRIL 2015 MAY-JUNE 2015 Capital increase of 351 million with shareholder s Preferential Subscription Rights ( PSR ) maintained Reserved capital increases for two subsidiaries of TWDC Mandatory Tender Offer ( MTO ) following the capital increase with PSRs maintained (Step 1) and the reserved capital increases (Step 2)* Anti-dilution mechanism allowing the shareholders (other than TWDC) to purchase a portion of the shares issued as part of the reserved capital increases (Step 2) * A securities note (note d information) from TWDC's subsidiaries and a response document (note en réponse) from Euro Disney S.C.A. will be issued. These documents would be available beginning of March > PLEASE NOTE THE FOLLOWING KEY POINTS As a shareholder, you will have the option to: 1 Participate in each of the Steps 1, 3 and 4, 2 Participate in only 1 or 2 of these three Steps, 3 Not participate in any of these three Steps, In the terms and conditions described in the Prospectus approved by the Autorité des marchés financiers ( AMF ) on January 14, 2015 under visa no. visa n * These terms and conditions are described hereafter in pages 3 to 4. We invite you to seek advice from your financial advisor or from Société Générale Securities Services, depending on the form of holding of your Euro Disney S.C.A. shares (bearer shares, managed registered shares or pure registered shares), to assess your different options**. * This Prospectus which is comprised of the reference document (document de référence) of Euro Disney S.C.A. filed with the AMF under filing number D on December 17, 2014, a securities note and a summary of the prospectus including in the securities note, is available free of charge at Euro Disney S.C.A. s registered office, 1 rue de la Galmy, Chessy, on Euro Disney S.C.A. s website ( disneylandparis.fr), as well as on the AMF s website ( Euro Disney S.C.A. draws the public s attention to the sections relating to the risk factors described in section B.2 Group and Parent Company Management Report, sub-section Insurance and Risk Factors of its reference document and in section 2 of the securities note, and in particular to the risk factors described, together with certain mitigating factors, under the headers Risks Related to the Group s Borrowings and Risks Related to Potential Conflicts of Interest. ** This document is for information only and does not constitute any recommendations or financial, legal or tax advice tailored to your situation and your needs. Information contained in this document in no way constitutes personal advice. 2

3 THE 4 STEPS OF THE OPERATION STEP 1 FROM JANUARY 19th TO FEBRUARY 6 th 2015 EURO DISNEY S.C.A. S CAPITAL INCREASE WITH PSRs* *What is a PSR? In a capital increase with Preferential Subscription Right maintained, every shareholder can subscribe for a certain number of shares in proportion to the number of shares they hold. This right named Preferential Subscription Rights ( PSR ) could be exercised in order to allow shareholders to maintain their ownership in the company and not be diluted. Each shareholder could also decide to sell their PSRs if they do not wish to participate in the capital increase. Warning: PSRs which have not been exercised or not sold at the closing of the operation will become void and have no value. PSR Amount Key Indicative Dates Subscription guaranteed by TWDC On January 19, 2015, shareholders of record at close of the accounting day on January 16, 2015 will receive one PSR for each share held. 1 PSR will entitle the holder to subscribe to 9 new shares at a price of 1.00 per share. On the first day of the subscription period, the PSR will be detached from the share and will be tradable separately from the share. It will be possible to purchase or sell them at their current market price during the entire subscription period, from January 19 th to February 6 th ,788,410, i.e. 350,788,410 new shares will be issued by Euro Disney S.C.A. at a subscription price of 1.00 for each new share. This subscription price has a discount of 20% to the value of the theoretical ex-right price** PSRs are detached from the shares: January 19 th 2015 at market open. Subscription period: from January 19 th to February 6 th 2015 included. Settlement and Delivery: February 20 th New Euro Disney S.C.A. shares admission on Euronext Paris: February 20 th TWDC will exercise all its PSRs and has already committed to subscribing to all new shares that are not subscribed by the other holders of PSRs. ** The theoretical ex-right price is calculated on the basis of the closing price of Euro Disney S.C.A. share on October 3, 2014, the last trading day prior to the announcement of the Proposal ( 3.46), this price being adjusted for the issuance of the new shares within the framework of the capital increase with PSRs. WHAT ARE YOUR OPTIONS IN STEP 1? EXAMPLE You hold 100 shares ( Shares ) on January 16 th 2015: You want to participate in the capital increase with PSRs You do not want to participate in the Capital increase with PSRs You want to do nothing with your PSRs You get 100 PSRs on January 19, 2015 that you can exercise until the end of the subscription period of the capital increase with PSRs, i.e. February 6 th You exercise (in all or part) your PSRs to subscribe to a number of new shares on the basis of 9 new shares for 1 PSR held ( New Shares ), at a price of 1.00 per share. For every exercised PSR, you will have to pay in cash 9.00 to receive 9 new shares. You can also purchase PSRs on the stock market if you want to subscribe to more New Shares. You get 100 PSRs on January 19, 2015 that you can exercise until the end of the subscription period of the capital increase with PSRs, i.e. February 6 th You sell (in all or part) your PSRs, and receive the price for the sale that you would get on the market (net of any brokerage fees if any). The sale of your PSRs does not imply the sale of your Shares. You keep your Shares but you will experience a dilution of your ownership in the Euro Disney S.C.A.'s share capital. You get 100 PSRs on January 19, 2015 that you can exercise until the end of the subscription period of the capital increase with PSRs, i.e. February 6 th At the end of this subscription period, all non-exercised and not sold PSRs will become void and lose all value. You keep your Shares but the value of your investment portfolio in Euro Disney S.C.A. shares would be expected to drop and you will experience a dilution of your ownership in the Euro Disney S.C.A.'s share capital. 100 Shares New Shares at 1.00 each, i.e. a total of 1,000 Euro Disney S.C.A. shares for a 900 investment 100 Shares + proceeds from PSRs sale on the market (in ) 100 Shares + 0 STEP 2 FEBRUARY 6 th 2015 EURO DISNEY S.C.A. S CAPITAL INCREASES RESERVED FOR TWO SUBSIDIARIES OF TWDC As a Euro Disney S.C.A. shareholder, you cannot participate in these capital increases, which are reserved for two subsidiaries of TWDC: during this step, part of the receivables of the Euro Disney S.C.A. s group held by TWDC will be converted into 394 million new Euro Disney S.C.A. shares, issued at 1.25 each. 3

4 STEP 3 MARCH-APRIL 2015 MANDATORY PUBLIC TENDER OFFER BY TWDC'S SUBSIDIARIES ON EURO DISNEY S.C.A. SHARES Why a mandatory public tender offer*? Following the different capital increases planned under Step 1 and 2, TWDC s share holding in Euro Disney S.C.A. will increase. Pursuant to French applicable regulations, the crossing by TWDC of certain shareholding thresholds as a result of Step 1 and Step 2 requires TWDC to initiate a tender offer for Euro Disney S.C.A. shares in all or part that are not owned by TWDC. As a Euro Disney S.C.A. shareholder, if you wish to, you will have the opportunity to sell your shares (in total or in part) in this tender offer or choose to keep them. Offer price 1.25 per share, corresponding to the theoretical ex-right price of the PSR capital increase as calculated on October 3, Key indicative dates Beginning of the mandatory tender offer period: March 18, End of the mandatory tender offer period: April 8, Publication of the final results of the tender offer: Mid-April, * A tender offer prospectus (note d information) from TWDC and a response document (note en réponse) from Euro Disney S.C.A. will be issued. These documents would be available in early March The price of the tender offer will be the subject of a report issued by and independant expert and the Autorité des marchés financiers will have to approve this offer. WHAT ARE YOUR OPTIONS IN STEP 3? You want to sell (in all or part of) your shares in the MTO initiated by TWDC: TWDC will offer to buy back your shares at 1.25 each. You want to keep your Euro Disney S.C.A. shares, and not sell them during the MTO: You remain a Euro Disney S.C.A. shareholder and your shares will continue to be tradable during the MTO. STEP 4 MAY-JUNE 2015 RIGHT TO ACQUIRE SHARES ISSUED DURING THE RESERVED CAPITAL INCREASES OF EURO DISNEY S.C.A. (ANTI-DILUTION MECHANISM) TWDC offers to any Euro Disney S.C.A. shareholder who so wishes, to purchase from its subsidiaries a part of the shares issued in the framework of the reserved capital increases (Step 2), so that they have the opportunity to maintain their shareholding percentage at the same level as before the launch of the transactions. The consequence of such mechanism on the two TWDC subsidiaries will be the monetization of their receivables proportionally to the exercised rights to acquire shares, earlier than the current maturity date of those receivables. Acquisition price 1.25 each, corresponding to the price of the Euro Disney S.C.A. reserved capital increases (Step 2) paid by the subsidiaries of TWDC. Eligibility Shareholders who hold at least one Euro Disney S.C.A. share on January 16 th, 2015 February 20, 2015, and also at the end of the MTO (Step 3). Characteristics Maximum number of shares that can be acquired by an eligible shareholder Key indicative dates Rights to acquire Euro Disney S.C.A. shares ( RAS ) will be allocated to each eligible shareholder. These RAS are an opportunity, for the eligible shareholders, to acquire a certain number of shares issued in the context of the reserved capital increases. The RAS will be personal, non-negotiable and non-transferable. The exercise period of the RAS will last 30 days. The number of RAS that will be granted to each eligible shareholder will be prorata his/her shareholding in the Euro Disney S.C.A. share capital and will be determined on the basis of the lowest number of shares held by this eligible shareholder between the number of shares that he/she holds at the date of settlement and delivery of the capital increase with PSRs maintained and the number of shares that this shareholder holds after the MTO. Each RAS will entitle an eligible shareholder to acquire shares at a price per share of 1.25 during the exercise period of the RAS. The final number of shares than can be acquired will be rounded down to the nearest whole number. Publication of a press release reminding the eligible shareholders of the possibility to exercise their RAS: D** +2 business days. Opening of the exercise period of the RAS: D** +6 trading days. Closing of the exercise period of the RAS: 30 calendar days after the opening of the exercise period of the RAS. *Shareholders who will not exercise their RAS will experience a dilution of their ownership in the Euro Disney S.C.A. share capital due to the implementation of the reserved capital increases, this dilution will be even greater should the shareholder would have not subscribe to the capital increase with PSRs (Step 1). ** D day: publication of the final results of the MTO (Mid-April, 2015). EXAMPLE First (Step 1) You receive 100 PSRs. If you hold 100 Shares on January, 16 th 2015: Second (Step 3) Third (Step 4) If you decide to sell 200 shares in the MTO, you will keep 800 SHARES. If you choose to exercise all your PSRs on the basis of 9 new shares for each PSR held, you will receive 900 new shares. After the capital increase with PSRs maintained, you will own 1,000 shares. In this case, the number of attributed RAS will be determined on the basis of the lower number of shares you hold between (i) the number of shares held at the date of settlement and delivery of the capital increase with PSRs (1,000) and (ii) the number of shares held after of the MTO (800), i.e Then, you can acquire a maximum of 807 shares* at a price of 1.25 per share. * rounding down of 800 x to the nearest whole number. 4

5 QUESTIONS & ANSWERS How will shareholders be notified of this capital increase with PSRs maintained? You will receive a notice of operation - either from your financial intermediary or from Société Générale Securities Services depending on the form your shares are held. The number of PSRs you hold will be indicated on this notice. How is the number of PSRs I hold determined? The number of PSRs you will receive is equal to the number of Euro Disney S.C.A. shares you held (1 share = 1 PSR) on January 16 th, I hold Euro Disney S.C.A. shares in an equity savings plan (PEA). How can I subscribe to the capital increase with PSRs maintained? Your PSRs, that allow you to receive Euro Disney S.C.A. shares eligible for an equity savings plan, are directly detached and exercisable in your equity savings plan. You are able to subscribe for new shares, in the framework of the capital increase with PSRs maintained, by using the liquidity in your equity savings plan cash account only. When do I have to pay for the new shares I subscribe to in the framework of the capital increase with PSRs maintained? You will have to settle payment for the shares at the time of your subscription. What fees related to this capital increase with PSRs maintained will I incur? In principle, most financial advisors do not charge any fees for the subscription of shares. However brokerage fees are applicable for the sale or purchase of PSRs. You should contact your financial intermediary if you hold your shares in a bearer or administered registered form. If you hold registered shares, related to the exercise of the PSRs, no fees will be charged. How will I be informed about the maximum number of shares I can acquire during Step 4? After Step 3, you will receive - either from your financial intermediary or from Société Générale Securities Services if you hold registered shares a notice of operation indicating the number of shares you hold at the start of Step 4, as well as the maximum number of shares you can acquire. How will this proposal affect the Shareholders Club membership eligibility criteria? There will be no changes in the eligibility criteria for current members. However, per the Shareholders Club regulations, criteria conditions may be subject to adjustment for new members in the future. If I wish to maintain my ownership percentage in Euro Disney S.C.A., what do I need to do? You have to participate entirely in the Euro Disney S.C.A. capital increase with PSRs (Step 1); not sell your shares during the mandatory tender offer (Step 3) and participate in the anti-dilution mechanism (Step 4). If I wish to realize the full value of my shares at the closing price of the last trading day before announcement amount ( 3.46), what do I need to do? You have to participate entirely in the Euro Disney S.C.A. capital increase with PSRs (Step 1) and sell all your shares in the mandatory tender offer (Step 3). You will then realize the full value of your shares (before any applicable broker fees, social charges, or taxes). If I do not want to make any new investment, what does it mean? You can make no new investment, by not exercising your PSRs. You can sell your PSRs or your shares. You could sell a portion of your PSRs and use these proceeds to exercise the remaining number of unsold PSRs. Warning: Any PSRs that will not have been exercised by the end of the subscription period of the capital increase with PSRs will be cancelled and void and lose all value. If you choose to do nothing at Step 1, the value of your investment in Euro Disney S.C.A. shares would drop. Do not forget to take into consideration, in your computation, your personal tax situation and any social charges. 5

6 FOR MORE INFORMATION CORPORATE WEBSITE OPERATION PRESS RELEASES OUR WEBSITE HOTLINE Toll free number from France, United-Kingdom, Germany, Belgium, Netherlands, Spain and Italy from a landline, national operators only, from Monday to Friday, from 9:30 a.m. to 5:30 p.m. CONTACT YOUR FINANCIAL INTERMEDIARY if you hold your shares in a bearer or administered registered form AND SOCIÉTÉ GÉNÉRALE SECURITIES SERVICES if you hold registered shares EURO DISNEY S.C.A. SHARE ISIN CODE FR dlp.recapitalisation2015@disney.com PSR ISIN CODE FR This document must not be published, released or distributed, directly or indirectly, in the United States of America, Canada, Japan or Australia. This document and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in the United States of America or in any other country. The shares of Euro Disney S.C.A. issued as part of the Euro Disney S.C.A. Capital Increases as well as the PSR may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the Securities Act ). These shares and the PSR have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States or to a U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. Euro Disney S.C.A. does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States. In member states of the European Economic Area which have implemented Directive 2003/71/EC (as amended) (the Prospectus Directive ) other than France and the United Kingdom given the public offers contemplated in the Prospectus, after the Prospectus has been approved by the AMF, in its capacity as the competent authority in France, published in accordance with the Prospectus Directive as implemented in France and, in the case of the United Kingdom, passported, this document and any offer to which it relates are addressed to and directed exclusively at persons who are qualified investors and acting for their own account within the meaning of the Prospectus Directive and any relevant implementing measures in the relevant member state. The release, publication or distribution of this document in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this document is released, published or distributed must inform themselves about and comply with such laws or regulations. If implemented, the Mandatory Tender Offer described in this document would not be made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America and could only be accepted outside the United States of America. Euro Disney S.C.A., société en commandite par actions, with a registered capital of 38,976,490 euros RCS MEAUX Registered office: 1, rue de la Galmy, Chessy - France Visa n on January 14, Contents finalized on January 14, Pictures: Disney-Pixar - SEITOSEI.