Societe Anonyme with a share capital of EUR 985, , rue La Boétie, Paris Paris Trade Registry no. B OFFERING MEMORANDUM

Transcription

1 Circulated to the public for the purpose of: Societe Anonyme with a share capital of EUR 985, , rue La Boétie, Paris Paris Trade Registry no. B OFFERING MEMORANDUM - The admission to trading on the regulated market of the NYSE Euronext Paris (Section C) of: all the 3,942,872 existing shares representing the capital of Ymagis; all the 1,039,992 new shares to be issued as a result of the early redemption of convertible bonds issued by Ymagis; - The placement in the form of an open price offer among the French public and a global placement among institutional investors in France and in other countries, as well as the admission to trading of the regulated NYSE Euronext Paris market (section C); a maximum number of 2,000,000 new shares to be in the form of a public offer of a capital increase for cash; - The placement of an open price offer among the public in France and a global placement among institutional investors in France and outside France: of a maximum number of 400,000 existing shares sold by certain shareholders of the Company, which may be raised to a maximum of 1,174,000 shares in the event of the exercise of the whole of the Extension Clause and the Excess Allocation Option. Provisionnal price range applicable to the open price offer and global placement: between EUR 7.65 and EUR 9.35 per share The price may be set at below EUR 7.65 per share under certain conditions. In the event of a change to the upper limit of the range or the setting of the price above EUR 9.35 per share, orders made for the open price offer may be revoked over a period of two stock exchange days. Pursuant to Articles L and L of the French Monetary and Financial Code (Code monétaire et financier) and its General Regulations notably articles to 216-1, the Autorité des marchés financiers (the AMF ) has issued visa number dated 17 April 2013 to this prospectus. This prospectus has been prepared by the issuer and its signatories assume responsibility for it. The visa, pursuant to article L I of the French Monetary and Finance Code was made after the Autorité des Marchés Financiers verified that the document is complete and understandable, and whether the information it contains is consistent". This authorisation does not imply approval of the terms and contents of the offer or an authentication of the accounting and financial information presented within. The prospectus (the Prospectus ) approved by the Autorité des Marchés Financiers is made up of: the Ymagis base document registered with the Autorité des Marchés Financiers on [ ] under number [ ] (the Base Document ), this Offering Memorandum (Note d Opération), the summary of the Prospectus included in the Offering Memorandum. Copies of this Prospectus are available free of charge from the registered office of Ymagis, 106 rue de La Boétie, Paris. This document can also be viewed online on the AMF website ( and the YMAGIS website ( Joint lead manager Lead Manager and Bookrunner Lead Manager and Bookrunner Company Advisors 1

2 1 PERSON RESPONSIBLE 30 CONTENTS 1.1 Name of persons responsible Declaration of person responsible Person responsible for the financial disclosure 30 2 RISK FACTORS THAT MAY HAVE A SIGNIFICANT IMPACT ON THE SECURITIES OFFERED 31 3 KEY INFORMATION Working capital statement Capitalisation and indebtedness Interests of natural and legal persons involved in the issue Reasons for the offer and use of proceeds 35 4 INFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING ON THE NYSE EURONEXT PARIS REGULATED MARKET (COMPARTMENT C) Type and class of the shares and dividend entitlement date of the new shares issued and admitted to trading Type and class of shares Assimilation to existing shares and dividend entitlement date Name of shares ISIN code ICB code Mnemonic Applicable law and competent courts Form of Shares Currency of the shares issue Rights attached to the Shares Company Authorisations General Meeting of 25 March 2013 authorising the issue Decision of the Board of Directors deciding on the issue Expected issue date of the Offered Shares Restrictions on the freedom to trade shares French rules on public offers Mandatory public offer Public buyout offer and squeeze-out Takeover bids initiated by third parties on the capital of the issuer during the last financial year and the current financial year Tax scheme of shares offered 46 5 TERMS AND CONDITIONS OF THE OFFER Terms and conditions of the offer, provisional timetable and terms and conditions of subscription applications Terms and conditions of the Offer Amount of the Offer 53 2

3 5.1.3 Subscription procedure and period Cancellation/Suspension of the Offer Reduction of the Offer Maximum and/or minimum amount of orders Cancellation of subscription orders Payment of funds and terms and conditions of issue of Offered Shares Publication of results of the issue Preferential subscription rights Distribution and allocation plan for New Shares Category of potential investors and restrictions applicable to the Offer Intention to subscribe expressed by the Company s main shareholders, members of its administrative, management or supervisory bodies or anyone intending to subscribe for more than 5% of the share capital Pre-allocation disclosure Subscriber notification Extension Clause Over-Allotment Option Determination of the subscription price Method for determining the Offer Price Process for the Disclosure of the Offer Price and any changes to the Offer parameters Restriction or cancellation of existing shareholders preferential subscription rights Price differentials Placement and underwriting Names and addresses of listing advisors Names and addresses of paying agents and custodians in each of the relevant countries Underwriting 70 6 REGISTRATION FOR TRADING AND TERMS AND CONDITIONS OF TRADING Registration for trading Listing market Concurrent Offers of the Company s securities Liquidity agreement and repurchase of treasury shares Stabilisation Market operations 71 7 HOLDERS OF SECURITIES WHO WISH TO SELL THEM PERSONS OR ENTITIES INTENDING TO SELL SHARES OR SECURITIES CONFERRING ENTITLEMENT TO SHARES IN THE COMPANY NUMBER OF SHARES OFFERED FOR SALE BY EXISTING SHAREHOLDERS LOCK-UP UNDERTAKINGS Lock-up undertaking made by the Company Lock-up undertaking made by the Company s shareholders 73 8 EXPENSES RELATED TO THE OFFER 75 9 SHAREHOLDERS AND DILUTION Erreur! Signet non défini. 9.1 Shareholders Erreur! Signet non défini. 9.2 IMPACT ON THE OFFER ON THE COMPANY S SHAREHOLDERS EQUITY AMOUNT AND PERCENTAGE OF DILUTION RESULTING FROM THE OFFER ADDITIONAL INFORMATION 78 3

4 10.1 Advisors connected with the issue Other information verified by the Statutory Auditors Experts' report Information in the prospectus originating from a third party Update of information concerning the Company 78 4

5 Copies of the French language version of this Offering memorandum are available free of charge at the registered office of Ymagis SA. Moreover, an electronic version is available on the AMF website ( and on the Ymagis website ( IMPORTANT NOTICE This document is a free non binding English translation of Ymagis Offering Memorandum in the French language of the Offering Memorandum approved with the AMF on April 17 th, 2013 under number (the Prospectus ). Only the Prospectus was approved by the AMF. This free non-binding English translation (the Translation ) is provided for your convenience only and may not be reproduced, redistributed or passed on, directly or indirectly, in whole or in part to any other person or published in whole or in part for any purpose. This Translation has been delivered personally to you on the basis that you are a person into whose possession the Translation may be lawfully delivered in accordance with applicable laws. It does not contain all of the information that an offering document would contain and does not purport to contain all information that may be required to evaluate Ymagis and/or its financial position and in particular it is subject to revision, amendment and updating. No representation, express or implied, is given by or on behalf of Ymagis as to the accuracy or completeness of the information contained in the Translation. IN THE EVENT OF ANY AMBIGUITY OR CONFLICT BETWEEN CORRESPONDING STATEMENTS OR OTHER ITEMS CONTAINED IN THE AMF DOCUMENT DE BASE AND THIS TRANSLATION, THE RELEVANT STATEMENTS OR ITEMS CONTAINED IN THE PROSPECTUS IN FRENCH LANGUAGE SHALL PREVAIL. None of Ymagis, any of its advisors or representatives or any of their respective officers, directors, employees or affiliates, or any person controlling any of them assume any liability or responsibility for any loss however arising, directly or indirectly, from any use of the Translation and any such liability is hereby expressly disclaimed. In particular none of Ymagis, any of its advisors or representatives or any of their respective officers, directors, employees or affiliates, or any person controlling any of them assume any liability or responsibility whatsoever in respect of any difference between the Translation and Ymagis Offering memorandum. This Translation does not constitute or form part of any offer to sell or the solicitation of an offer to purchase securities, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. The distribution of this Translation in other jurisdictions may be restricted by law, persons into whose possession this Translation may come are required by Ymagis to inform them about it and to observe any restrictions as to the distribution of this Translation. You shall not treat this Translation as advice relating to legal, taxation or investment matters, and you must make your own assessments concerning these and other consequences of the various investments, including the merits of investing and the risks involved. You have received this Translation on the basis that you have confirmed the foregoing to the sender agreed to be bound by the foregoing limitations. 5

6 GENERAL COMMENTS In this Prospectus the words Company and Ymagis mean Ymagis société anonyme. The Prospectus contains information about the objectives and the key growth areas of the Company. This information is sometimes identified by the usage of the future, the conditional and terms of a prospective nature such consider intend, think, aims to, expects to, envisages, should, has the ambition to", "is of the view, believes, wants, is able or, where applicable, the negative form of these same terms, and also other variants or similar terminology. The reader s attention is drawn to the fact that these objectives and key growth areas are dependent on circumstances and facts the occurrence or materialisation of which is uncertain. These objectives and key areas of development are not historical data and should not be interpreted as guarantees that the facts and data stated will occur, that the assumptions will be verified or that the objectives will be achieved. By their very nature, these objectives may not be achieved and the declarations or information appearing in the Prospectus could turn out to be incorrect without the Company being required in any way whatsoever to issue an update, with the reservation of the applicable legalisation and notably the General Regulation of the Autorité des marchés financiers ( AMF ). Investors are invited to pay close attention to the risk factors described in Chapter 2 Risk factors of this Offering Memorandum and Chapter 4 of the Base Document before deciding whether to invest. The materialisation of all or some of these risks is likely to have a negative effect on the activities, position, financial results of the Company and the achievement of these objectives. In addition other risks which have not yet been identified or considered to be significant by the Company could have the same negative effect and investors could lose all or some of the amount invested. 6

7 SUMMARY OF THE PROSPECTUS AMF visa no dated April 17 th, 2013 The summary is made up of required information known as the Facts. These Facts are numbered in Sections A E (A. 1 to E.7). This summary contains all the Facts needed to be included in a summary for this type of transferable security and Issuer. As some Facts are not required, there may be gaps in the numbering sequence for the Facts. Even though a Fact may be required in the summary for the type of transferable security and Issuer, it is possible that no relevant information is available on that Fact. In this case, a short description of the Fact is included in the summary with the caption Not available. 7

8 Section A Introduction and disclaimers A.1 Introduction and disclaimers This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities described herein must be based on a full review of the Prospectus by the investor. If legal action concerning the information contained in the Prospectus is brought before a court, the plaintiff investor may be required, under the national legislation of the Member States, to pay the costs of translating the Prospectus before the legal proceedings commence. Persons who have submitted the summary, including, where applicable, the translation thereof, shall only incur civil liability if the contents of the summary are misleading, inaccurate or contradict other parts of the Prospectus or if it does not provide, in combination with the other parts of the Prospectus, the key information to help investors when they intend to invest in these transferable securities. A.2 Consent of the Issuer Not available. Section B The Issuer B.1 Company name/registere d name Ymagis (the Company or the Issuer ) B.2 Registered office, legal status, legislation, country of origin Ymagis is a société anonyme (public limited company) with a Board of Directors under French law, whose registered office is located at 106, rue La Boétie Paris. B.3 Nature of operations and principal activities Ymagis specialises in the supply of digital solutions and equipment for the cinema industry. Inspired by the VPF model introduced in the United States in 2005, the Company quickly became a major player in the roll-out of digital cinema in France and in Europe. Ymagis has two activity segments which are based on complementary economic models: the VPF business line ( Virtual Print Fee ) and the Services business line, which covers the Services to Operators business line and the Services to distributors business line with revenues in the financial year ended 31 December 8

9 2012 of EUR 21.6 million (up 80%) for the VPF business line and EUR 18.1 million (up 29%) for the Services business line, i.e. 54% for the VPF business line and 46% for the Services business line. The VPF business line offers digital equipment using specific financing services to cinemas. In the European market in which the Company operates, which has about 36,100 cinema screens, around 25,200 screens were already digital as at 31 December Of this total, 2,222 screens were under VPF contracts with the Company, principally in France, Germany, Spain and the Benelux countries, where the take-up ratio is 95%, 65%, 46% and 97% respectively and where the Company has an estimated market share of 22%, 18%, 17% and 14% respectively. The Services business line offers technological services and solutions to the whole of the cinema industry chain (production, distribution and operation). The replacement of traditional photochemical media by digital files is revolutionising the economic models for all players in the cinema segment, which are also clients of the Company. In this fast-changing environment, the Company devotes increasing amounts of resources on developing new software and technological solutions to allow clients to benefit as much as possible from this transition, both to make savings in their operations and to generate new revenues. With 90 employees as at 31 December 2012, the Company had consolidated revenues of EUR 39.7 million in 2012, up 52.7% and profit attributable to shareholders of EUR 2.0 million. Ymagis, which already operates in several countries France, Benelux and Germany wants to continue to expand its client base in Europe and enhance its offer of technological services. B.4a Recent trends with repercussions on the Company The activities of Company and its subsidiaries continued to grow over the first three months of 2013 under the dual effect of: 1. the roll-out of new cinema screens covered by VPF agreements, which numbered 2,200 at the end of March 2013, out of a total number of contracts signed of nearly 2,600. France is still Ymagis most important geographical market with more than one thousand cinema screens with VPF contracts but other European activities now accounts for almost half of the equipped cinemas. revenues from VPF activities are rising accordingly; 2. the growth of activities in the laboratory business line arising from the increase in the number of digital copies delivered to the French market and the acquisition of new clients. In addition, in early 2013 the group further expanded the duplication and distribution of digital copies in Spain. At 31 March 2013, sales were recorded of EUR 8.9 million, up by 26.6% compared to the first quarter of The VPF business line was up by 27.3% with sales of EUR 6.3 million while the Services business line grew by 24.9% with revenues of EUR 2.6 million. In 2012, the Company also decided to transfer all its operator services activities, along with its functional services, to a new site located in Montrouge. The site in 9

10 rue de La Boétie in Paris 8 th arrondissement is now exclusively used for the digital laboratory activities, which due to growth, requires more space and higher production capacities. A second projection room is being built on the site and should be completed in mid-2013 at a cost of around EUR 200,000 which the company is financing from its own resources. B.5 Description of the Group The Company heads a group of companies which at the date of this document were organised as follows: B.6 Shareholders 1. On the date of this document On the date of this document and before the Early Redemption of all the Convertible Bonds, as defined below, the shareholders of the Company were as follows: 10

11 Shareholders Number of % of Number of % of shares share capital voting rights voting rights YMAGIS HOLDINGS (1) ,72% ,72% FCPI OTC Entreprises ,16% ,16% FCPI OTC Entreprises ,29% ,29% FCPI OTC Chorus ,19% ,19% Sub-total OTC ,64% ,64% FIP capital Proximité ,21% ,21% FIP capital Proximité ,21% ,21% FCPI UFF Innovation ,21% ,21% Sub-total Odyssée Venture ,64% ,64% Public 0 0 0,00% TOTAL ,00% ,00% 1. The split of the share capital and voting rights of Ymagis Holdings at the date of this document was as follows: Jean Mizrahi (current CEO of Ymagis SA) : 81,04 % Six employees (none of whom owns more that 5.92%) : 16,40 % Two individuals (former employees) : 2,56% Ymagis Holdings, FCPI OTC Entreprises 2, FCPI OTC Entreprises 3, FCPI OTC Chorus 2, FIP capital Proximité 2, FIP capital Proximité and FCPI VFF Innovation 6 are referred to hereinafter as the Historical Shareholders. Control of the Company At the date of this document, before the Early Redemption of the Convertible Bonds, Ymagis Holdings directly owned 50.72% of the capital and voting rights of the Company which give it ownership and control of the Company within the meaning of article L of the Code de commerce. 2. On the date of admission to trading On the date of admission to trading of the shares of the Company and after the Early Redemption of all the Convertible Bonds, as defined below, issued by the Company, but before completion of the Offer, the shareholders of the Company will be as follows: Shareholders Number of % of Number of % of shares share capital voting rights voting rights YMAGIS HOLDINGS (1) ,13% ,37% FCPI OTC Entreprises ,36% ,83% FCPI OTC Entreprises ,07% ,84% FCPI OTC Chorus ,00% ,64% Sub-total OTC ,43% ,32% FIP capital Proximité ,81% ,11% FIP capital Proximité ,81% ,11% FCPI UFF Innovation ,81% ,11% Sub-total Odyssée Venture ,43% ,32% TOTAL ,00% ,00% 11

12 1. The split of the share capital and voting rights of Ymagis Holdings on the date of admission to trading will be as follows: Jean Mizrahi (current CEO of Ymagis SA) : 81,04 % Six employees (none of whom owns more that 5.92%) : 16,40 % Two individuals (former employees) : 2,56% To the Company's knowledge, no party will act in concert between the Shareholders of Ymagis Holdings on the date of initial admission to trading of the shares of the Company on the NYSE-Euronext Paris regulated market. Control of the Company After the Offer, due to the dilution arising from the issue of New Shares, Ymagis Holdings is likely to hold less than 40% of the voting rights and less than 30% of the capital of the Company. Potential dilution It should be noted that on the date of admission of the Company s shares to trading on the regulated NYSE Euronext market, there will be 74,750 BSPCE (warrants to subscribe to business founder units) in issue which could give rise to the issue of 299,000 new ordinary shares, a dilution of 6.0% based on the share capital on the date of this Offering Memorandum and 3.3% existing shares based on the voting rights on that same date (before the Offer and after the Early Redemption of the Convertible Bonds) corresponding to 5.7% on the basis of the fully diluted capital and 3.2% based on fully diluted voting rights. B.7 Selected financial information Consolidated IFRS data Fin. year 2012 Fin. year 2011 (in EUR'000) 12 months 12 months Audited Audited Non-current assets Of which, property, plant and equipment Current assets Of which, trade receivables Of which, other current assets Of which, cash and cash equivalents TOTAL ASSETS Consolidated equity Non-current liabilities Of which, borrowings and financial liabilities (non-current portion) Current liabilities Of which, borrowings and financial liabilities (current portion) Of which, trade payables Of which, other current liabilities TOTAL EQUITY AND LIABILITIES

13 Consolidated IFRS data Fin. year 2012 Fin. year 2011 (in EUR'000) 12 months 12 months Audited Audited Revenue Operating profit from ordinary activities Operating profit Net financial expense (2 748) (1 991) Profit attributable to owners of the Company Consolidated IFRS data Fin. year 2012 Fin. year 2011 (in EUR'000) 12 months 12 months Audited Audited Operating cash flow Cash flows generated by (used in) operating activities Cash flows generated by (used in) investing activities (1 421) (1 219) Cash flows generated by (used in) financing activities (6 652) (2 352) Change in cash and cash equivalents during the financial year B.8 Pro forma information Not available. B.9 Profit outlook Not available. B.10 Any reservations on the historical financial information contained in the auditors reports. Not available. B.1 1 Net capital working The Company has sufficient net working capital to meet its obligations over the next 12 months. 13

14 Section C Transferable securities C.1 Type, category and identification number of the new shares 1. The Offer The offer of shares in the Company as stated in this document (the Offer ) relates to: - a maximum of 2,000,000 new shares to be issued by way of a capital increase in the Company for cash in the form of a public offer (the New Shares ); - a maximum of 400,000 Existing Shares (as defined below), sold by the Historical Shareholders (the Initial Sold Shares ), as broken down below; - a maximum of 360,000 Existing Shares, sold by the Historical Shareholders, in the event of the exercise of the whole of the Extension Clause (the Additional Sold Shares ), as broken down below; and - a maximum of 414,000 Existing Shares, sold by the Historical Shareholders, in the event of the exercise of the whole of the Excess Allocation Option (the Additional Sold Shares ), as broken down below. The Initial Sold Shares, the Additional Sold Shares and the Supplementary Shares are referred to jointly as the Sold Shares. The New Shares, the Initial Sold Shares, the Additional Sold Shares and the Supplementary Shares are referred to jointly hereinafter as the Offered Shares. It should be noted that Offer will be carried out as a priority by subscription to the New Shares. The Initial Sold Shares will only be sold as part of the Offer after all said New Shares have been fully subscribed. The distribution of the Initial Sold Shares and, in the event of exercise of the whole of the Extension Clause and the Excess Allocation Option, the Additional Sold Shares and the Supplementary Shares between the Historical Shareholders, as defined below, will be at the conditions defined below: - Ymagis Holdings will sell 20% of said Initial Sold Shares and, in the event of the exercise of the whole of Extension Clause and the Excess Allocation Option, 20% of the Additional Sold Shares and 20% of the Supplementary Shares; - All the OTC funds will sell 40% of the Initial Sold Shares and, in the event of the exercise of the whole of Extension Clause and the Excess Allocation Option, 40% of the Additional Sold Shares and 40% of the Supplementary Shares; and - All the Odyssée Venture funds will sell 40% of said Initial Sold Shares and, in the event of the exercise of the whole of Extension Clause and the Excess Allocation Option, 40% of the Additional Sold Shares and 40% of 14

15 the Supplementary Shares. The sales described above will be carried out concurrently by each of the Historical Shareholders. 2. Admission to trading The shares for which an application is made for admission to trading on the regulated NYSE Euronext Paris market (section C), which includes the Offered Shares, are described as follows: - all the ordinary shares representing the share capital of the Company i.e. 3,942,872 shares, fully subscribed and fully paid-up on the date the price of the Offer is set (the "Existing Shares"); - all the ordinary shares arising from the early redemption of the 371,430 convertible bonds or bonds redeemable in P2 Shares (the OCP2 ) and the 18,572 bonds redeemable in F Shares (the OC HOldINGS ) issued on 24 October 2008 (jointly the Convertibles Bonds ) at a parity of three bonds for eight ordinary shares (the Early Redemption of Convertible Bonds ) that is 1,039,992 shares from the Early Redemption of said Convertible Bonds referred to hereinafter as the Shares arising from the Early Redemption of the Convertible Bonds ; and - all the 2,000,000 New Shares to be issued in the Offer. 3. Category and identification of Offered Shares The Offered Shares are ordinary shares of the Company of the same category, the identification data of which are as follows: - ISIN code: FR ; - Mnemonic: MAGIS ; - ICB Classification : 9533 Computer Services ; - Place of listing: Euronext Paris. C.2 Issue currency Euro. C.3 Number of shares issued and nominal value 2,000,000 New Shares with a nominal value of EUR 0.25 each, to be fully paid-up on subscription. C.4 Rights attached to the shares The New Shares will be subject to all the stipulations of the Company s articles of association when created. Currently under French law and pursuant to the Company s articles of association, the principal rights attached to the New Shares are as follows: 15

16 - dividend right; - voting right; - preferential subscription right; - right to share in any surplus in the event of liquidation; - right to shareholder information. 16

17 C.5 Restrictions to the free trading of the shares The articles of association do not contain any clauses limiting the free trading of the shares that make up the share capital of the Company. However, the contractual commitments of the Historical Shareholders of the Company are described in paragraph E.5 of this summary. C.6 Application for admission to trading Application will be made for the Existing Shares, the Shares arising from the Early Redemption of the Convertible Bonds and the New Shares for admission to trading on the regulated Euronext Paris market (Section C). C.7 Dividend policy The Company has not distributed a dividend over the past two financial years. Depending on the future results, the Company may decide to pay dividends. It should be noted that at today s date, the Company is not intending to pay a dividend for the current year. Section D - Risks D.1 Principal risks specific to the Issuer and its sector of activity Before deciding to invest, investors are invited to take into consideration the risk factors summarised below: - Risks relating to the activities of the Company, including notably those connected with the scheduled ending of the VPF system. The VPF business line accounted for 54% of consolidated revenues as at 31 December 2012 and will cease to exist (x) in France by the end of 2021 after the legal obligation of content suppliers to contribute to financing the digitalisation of cinemas ends, and (y) no later than the end of 2023 in other countries; the renewal cycle of digital equipment (around 7 to 10 years, horizon of time which could turn out longer than planned), the development of services activities and technological solutions, the expected reduction of demand from cinema operators, the pace of technological change and possible difficulties for the Company to adapt to future developments in cinematographic equipment, the VPF economic model (peaking of revenues and volatility of results), to market competition or the dependency on principal partners; - Company-related risks, including notably those arising from the dependency on certain key employees such as Messrs. Jean Mizrahi, Jean-Marie Dura and Christophe Lacroix, as well as the risks of managing the internal growth of the Company and the completion of acquisitions; - Legal risks, including notably, those arising from legislation applicable to the finance of digital equipment; and - Financial risks, including notably those arising from the financing of the activity known as the "investor model" and the off balance sheet commitments generated by the collecting model. At 31 December 2012 these commitments amounted to EUR 46,152,000. The financial risks also include the risk connected with cash management, with the proviso that after 17

18 a lease-finance agreement is made, a guarantee pledge was created against the cash resources Cash Reserve, forbidding the Company to distribute dividends unless there is a reserve of EUR 6,050,000. The terms of this pledge were renegotiated by the Company allowing it, subject to the condition precedent of a minimum EUR 15 million fund raising completion during its IPO taking place no later than 1 December 2013 to freely pay dividends to its shareholders and to reduce the amount of the Cash Reserve to be created of EUR 6,050,000 to EUR 4,130,000. In the hypothesis where the amount effectively raised within the framework of the Company initial public offering would be lower to the aforesaid amount, the Company will have to get closer to parts to the agreement to make them confirm the levying of the aforesaid limitations, especially concerning the payment of dividends, in spite of the non-completion of a EUR 15 million minimum fund raising. In addition, there is a dilution risk stemming from the exercise of the BSPCE, this dilution being equal to 7.6% of the capital and 3.8% of the voting rights before the Early Redemption of the Convertible Bonds and 6% of the capital and 8.3% of the voting rights after the Early Redemption of the Convertible Bonds. Lastly, the Company agreed to pledge some of its assets including notably the shares and bank accounts of some of its wholly-owned subsidiaries. D.3 Principal risks pertaining to new shares The principal risks associated with the Offer are as follows: - the shares of the Company were not previously listed and are subject to market fluctuations; - The Company s share price is likely to experience significant volatility; - If subscriptions do not reach 75% of the initially intended issue amount (i.e. 75% of the intended capital increase), the operation would be cancelled, with the proviso that the Offer will not be subject to a performance guarantee (garantie de bonne fin) within the meaning of article L of the Code de commerce. - Depending on the result of the subscription, if the Historical Shareholders of the Company continue to have a significant holding in the capital of the Company after the operation, they could influence the adoption of corporate decisions; - The Company s shares could be sold on the market and this could have a negative impact on the market price of the share; and - If the Company raises further funds on the market, there would be a further dilution for the shareholders. Section E Offer E.1 Total proceeds of the issue and the offer and estimate of the total costs of 1. Proceeds of the issue of the Shares arising from the Early Redemption of the Convertible Bonds On the date of the admission of the Existing Shares to trading on the regulated Euronext Paris market (section C), the Shares arising from the Early Redemption 18

19 the issue of the Convertible Bonds will also be admitted. The Early Redemption of the Convertible Bonds will give rise to any payment to the Company but will result in a conversion of the debt into equity capital. 2. Proceeds of the Offer and the issue of New Shares Based on an Offer Price of EUR 8.50 corresponding to the mid point of the provisional price range, and given that the Additional Shares and the Supplementary Shares that may result from the possible exercise of the Extension Clause and the Excess Allocation Option will originate solely from the sale of shares by the Historical Shareholders, the gross and net proceeds of the issue will be as follows: Gross (In EUR million) Net proceeds proceeds Issue of New Shares Sales of Initial Sold Shares Sales of Additional Sold Shares (Extension Clause) Sales of Supplementary Shares (Excess Allocation Option) Maximum amount of the Offer 27,0 24,5 It is specified, as necessary, that only the net proceeds from the issuance of the new shares will be paid to the Company, the net proceeds from the sale of existing shares mentioned above being attributable to existing shareholders. 3. Costs billed by the Company The costs connected with the completion of the Offer are estimated at approximately EUR 2.2 million which may be raised to around EUR 2.5 million in the event of the exercise of Extension Clause and the Excess Allocation Option, based on the mid-point of the provisional price range. E.2a Reasons for the Offer, use of the proceeds of the issue and estimated maximum net amount of the proceeds of the capital increase Maximum net estimated proceeds of the capital increase for cash: EUR 16.6 million (based on the highest point of the provisional price range). The main purpose of the Offer is to provide the Company with additional resources to finance its expansion. The net proceeds of the Offer resulting of the completion of the issuance of New Shares will allow the Company notably: - To continue the migration of European cinema screens to digital projection equipment, both with and without VPF contracts; - To open new laboratories in big European countries where the Company does not yet have a presence; - To acquire local operators in order to extend (x) its client base in countries 19

20 where it already has a presence and (y) the geographical coverage of its activities to include new countries, notably the United Kingdom, Italy and Eastern Europe; - To speed up the growth of software and services activities (acquisition of new technological solutions; marketing of TCS/TMS to cinemas not migrated by Ymagis; development of all services integrated software solutions; position-taking in new services); and - Benefiting from the first renewal cycle of equipment in Europe, a market which the Company estimates in the future at between 3,500 to 5,000 sites to be replaced each year, with the initial replacements expected in 2015, by notably offering operators alternative financing solutions. Within the framework of these objectives of growth, the Company intends to recruit around twenty people over the 2013 financial year in order to strengthen its sales force. The net proceeds of the funds raised through the issue of new shares could be distributed as follows among the various development goals: up to 10% for the pursuit of digitization in Europe, up to 15% as the opening of new laboratories, up to 55% for the purchase of local operators, up to 10% for the development of business software and technology services and up to 10% for starting equipment renewal activity. In the event that the capital increase related to the issuance of the New Shares will be limited to 75% of the maximum planned, this distribution would remain the same. It is specified, as necessary, that the elements mentioned above are only indicative. In particular, the Company cannot anticipate, to date, external growth opportunities that may arise to them (no negotiation having been initiated at the date of this Note) and, consequently, the funds allocated to this type of opportunity. E.3 Terms and conditions of the offer 1. Structure of the Offer The Offered Shares are to be circulated as part of a global offer which includes: - a public offer in France in the form of an open price offer (offre à prix ouvert), (the Open Price Offer or the OPO ) principally aimed at individual investors; - a global placement principally aimed at institutional investors and within the European Economic Area to investors who acquire a total of at least EUR 50,000 shares per investor or at least EUR 100,000 if the Member State has transposed the Directive amending the Prospectus Directive in France and elsewhere, except notably in the United States of America (the Global Placement ). If demand for the OPO is sufficient, the number of shares allocated in response to the orders issued therein will be at least equal to 10% of the total number of shares offered before any exercise of the Extension Clause and Excess Allocation Option. 20

21 2. Extension clause and Excess Allocation Option Extension clause Depending on the scale of demand, the number of shares offered may, at the Company s discretion, be increased by 15% of the cumulative number of New Shares and the Initial Sold Shares by the sale of the shares of the Historical Shareholders, that is a maximum of Additional Sold Shares (the Extension Clause ). Excess Allocation Option An Excess Allocation Option relating to a maximum of 15% of the cumulative number of New Shares, Initial Sold Shares and Additional Sold Shares, that is a maximum of Supplementary Shares will be granted by the Historical Shareholders to the Lead Managers and Bookrunners (the Excess Allocation Option ). 3. Provisional price range The price range will be between EUR 7.65 and EUR 9.35 per Offered Share (the Offer Price ). This range can be amended at any time up to and including the closing date of the Offer under the conditions stated in paragraph of this Offering Memorandum. This information is given purely for information purposes and will not in any way determine the Offer Price which may be set outside this range under the conditions specified in paragraph of this Offering Memorandum. The Offer Price may be set outside this price range. If the upper limit of the price range is increased or if the Offer Price is set above the upper limit of the (initial or, if applicable, amended) range, the closing date of the OPO will be deferred or a further OPO subscription period will be set, as appropriate, such that at least two stock exchange trading days will pass between the date of the press release announcing the change and the new closing date of the OPO. Orders for the OPO before the circulation of the above press release will be honoured unless they are expressly cancelled before the new closing date of the OPO inclusive. The Offer Price may be freely set below the bottom of the indicative price range or the provisional price range may be reduced if there is no significant impact on the other terms of the Offer. 4. Methods for setting the Offer Price The Offer Price will be taken by comparing the offer of shares under the Global Placement and the applications made by investors using the order book technique in line with professional practice. 21

22 This comparison will be made based notably on the following market criteria: - the ability of the selected investors to provide an orderly development of a secondary market; - the order of receipt of investor applications; - quantities requested; and - price sensitivity to the demand expressed by investors. The Note d Operation contains information concerning the following valuation methods: - the method known as peer group which consists in comparing the Company with listed companies acting in its business area according to close business models; and - The discounted cash flow method which consists in valuing the Company based on its future cash flows. The provisional price range is consistent with the results from the valuation methods usually employed in accordance with professional practices in the projects of IPO companies. These methods are given purely for information purposes and will not under any circumstances determine the Offer Price. 5. Ranking date 1 January Guarantee The Offer is not guaranteed. 22

23 7. Provisional timetable 17 April AMF issues visa for Prospectus 18 April Press release announcing the operation; - NYSE Euronext releases notice of opening of the OPO; - Opening of the OPO and the Global Placement. 29 April OPO and Global Placement close at 5 PM (Paris time) 30 April Exercise of Offer Price and possible exercise of Extension Clause; - NYSE-Euronext notifies result of the OPO and the Global Placement; - Press release stating the Offer Price and the result; - First listing of the shares of the Company on the Euronext Paris (Section C) market. - Stabilisation period opens, where applicable. 06 May 13 - Settlement Delivery of OPO and Global Placement shares. 07 May 13 - Trading of Company s shares commences on the Euronext Paris (Section C) market. 30 May Closing date for exercise of Excess Allocation Option; - End of stabilisation period, where applicable. 8. Subscription procedures Persons wishing to subscribe to the ОРО must place their orders with an authorised financial intermediary in France no later than 5 PM on 29 April 2013 (Paris time). 23

24 To be accepted, Global Placement orders must reach one of the Lead Managers or the Joint Lead Manager no later than 5 PM (Paris time) on 29 April Listing advisors Lead Managers and Bookrunners Oddo & Cie Invest Securities Joint lead manager Aurel BGC 10. Subscription commitments received Not available. 11. Stabilisation Operations to stabilise or support the market price of the shares of the Company on Euronext may be carried out between 30 April and 30 May 2013 inclusive. 12. Countries in which the offer will be open to the public The offer will be only open to the public in France. 13. Restrictions applicable to the offer The circulation of the Prospectus, the sale of the shares, the preferential subscription rights and the subscription to new shares may, in some countries, including the United States of America, be subject to separate legislation. 14. Availability of the Prospectus The Prospectus is available free of charge from Ymagis registered office at 106, rue de la Boétie, Paris, from the Company s website ( and the AMF website ( E.4 Interests which could considerably influence the issue The Lead Managers and Bookrunners and the Joint Lead Manager and/or some of their affiliates have provided and/or will in the future provide various banking, financial, investment, commercial and other services to the Company, its affiliates or shareholders or its corporate officers pursuant to which they have received or may receive a fee. For the purposes of the Offer, the Lead Managers and Bookrunners and the Joint Lead Manager have produced an independent financial analysis. E.5 Person or entity offering to sell its shares and 1. Name of issuing company Ymagis. 24

25 blocking agreement 2. Abstention and blocking agreements Undertaking by the Company to abstain The Company will issue an undertaking to the Lead Managers and Bookrunners to abstain from any issue, offer or sale of shares or transferable securities that give direct or indirect access to shares of the Company for a term of 180 days with effect from the Settlement Delivery date. By way of exception to the aforementioned, the Company may freely (i) carry out any transactions in the New Shares; (ii) issue the Shares arising from the Early Redemption of the Convertible Bonds; (iii) any transaction carried out in connection with a share redemption programme in accordance with the legal and regulatory provisions and the applicable market rules; (iv) any transaction relating to the securities that can be issued, offered or sold to employees or corporate officers of the Company and its group companies in future schemes, as authorised on the date hereof or which are authorised by the general meeting of the Company; (v) any transaction relating to the securities of the Company issued as part of a merger or acquisition of securities or assets of another entity; (vi) any transaction to increase the capital by way of incorporation of reserves, profits or premiums; and (vii) any transaction relating to the securities of the Company issued as part of a public offer covering the capital securities issued by the Company. Undertakings of Historical Shareholders to keep the shares taken Ymagis Holdings, the Historical Shareholder, which holds 50.72% of the capital of the Company before the Early Redemption of the Convertible Bonds, has made an irrevocable undertaking to the Lead Managers and Bookrunners to keep the Ymagis shares it holds and would hold after the Early Redemption of the Convertible Bonds that it has subscribed to, and consequently not to offer, sell, lend, pledge or transfer in any way whatsoever without the prior agreement of the Lead Managers and Bookrunners all said shares for a period 360 calendar days following the Settlement Delivery of the shares of the Company (hereinafter the Settlement Delivery Date ). FCPI OTC Entreprises 2, FCPI OTC Entreprises 3, FCPI OTC Chorus 2, FIP Capital Proximité, FIP Capital Proximité 2 and FCPI VFF Innovation 6, which are also Historical Shareholders of the Company and jointly own 49.28% of the share capital of the Company before the Early Redemption of the Convertible Bonds, have made an irrevocable undertaking to the Lead Managers and Bookrunners to keep the Ymagis shares they hold and would hold following the Early Redemption of the Convertible Bonds that they subscribe to and consequently not to offer, sell, lend, pledge or transfer in any way whatsoever without the prior agreement of the Lead Managers and Bookrunners: (i) (ii) (iii) 100% of said shares for a period of 180 calendar days after the Settlement Delivery Date; 80% of said shares for a period of 270 calendar days after the Settlement Delivery Date; and 60% of said shares for 360 calendar days after the Settlement Delivery Date. 25

26 By way of exception to the aforementioned, it should be noted that the Undertaking to Retain does not include, notably, the shares that may be sold in the Excess Allocation Option, and that if the Excess Allocation Option is not exercised in full, the remaining shares will be subject to said undertaking. The distribution of the Initial Sold Shares and, in the event of exercise of the whole of the Extension Clause and the Excess Allocation Option, the Additional Sold Shares and the Supplementary Shares between the Historical Shareholders, will be at the conditions defined below: - Ymagis Holdings will sell 20% of said Initial Sold Shares and, in the event of the exercise of the whole of Extension Clause and the Excess Allocation Option, 20% of the Additional Sold Shares and 20% of the Supplementary Shares; - All the OTC funds will sell 40% of the Initial Sold Shares and, in the event of the exercise of the whole of Extension Clause and the Excess Allocation Option, 40% of the Additional Sold Shares and 40% of the Supplementary Shares; and - All the Odyssée Venture funds will sell 40% of said Initial Sold Shares and, in the event of the exercise of the whole of Extension Clause and the Excess Allocation Option, 40% of the Additional Sold Shares and 40% of the Supplementary Shares. It should be noted that no undertaking has been made by the directors in respect of the shares that may arise from the exercise of the BSPCE [warrants to subscribe to business founder units] which they hold insofar as said shares are subject to a retain obligation of 2 years from the issue of the BSPCE, that is until 25 March It should also be noted that the Company will inform the market as soon as possible in the event of a change in the obligations to retain described above. 26

27 E.6 Amount and percentage dilution resulting immediately from the offer Effect of the Offer on the proportionate share of the equity capital: For information purposes, based on an Offer Price of EUR 8.50 (the mid point of the provisional price range), the effect of the issue of the New Shares on the proportionate share of the equity capital would be as follows: Proportionate share of the equity capital (in Euros) Non diluted basis Fully diluted basis Before listing of existing shares, before completion of the Offer and before the Early Redemption of all the Convertible Bonds Before listing of existing shares, before completion of the Offer and before and after the Early Redemption of all the Convertible Bonds After listing of existing shares, after completion of the Offer and before and after the Early Redemption of all the Convertible Bonds 2,01 2,21 1,61 1,79 3,28 3,34 Effect of the Offer on the position of the shareholder: For information purposes, based on an Offer Price of EUR 8.50 (the mid point of the provisional price range), the effect of the issue of the New Shares on the proportion of capital held by a shareholder owning 1% of the share capital of the Company prior to the issue and who does not subscribe to the issue (calculations made on the basis of the number of shares comprising the share capital of the Company at the date of the current document) would be as follows: Position of the shareholder in % of the capital Non diluted basis Fully diluted basis Before listing of existing shares, before completion of the Offer and before the Early Redemption of all the Convertible Bonds Before listing of existing shares, before completion of the Offer and before and after the Early Redemption of all the Convertible Bonds After listing of existing shares, after completion of the Offer and before and after the Early Redemption of all the Convertible Bonds 1,00% 0,93% 0,79% 0,75% 0,56% 0,54% 27

28 Effect of the Offer on the shareholders breakdown: Shareho lders befo re the Offer and befo re the Early R edemptio n of Convertible Bonds Shareho lders befo re the Offer and after the Early R edemptio n o f Convertible Bonds Sharelders after the issuance o f the N ew Shares and befo re the sales o f the Initial So ld Shares and after the early R edemptio n o f C o nvertible B o nds (except Extensio n and Excess Allocation) Shareho lders after the Initial Offer and after the Early R edemptio n o f C o nvertible B o nds (except Extensio n and Excess Allocation) Shareho lders after the Initial Offer and after the Early R edemptio n o f C o nvertible B o nds after Extensio n but Except Excess A llo catio n Shareho lders after the Initial Offer and after the Early R edemptio n o f C o nvertible B o nds after bo th Extensio n and Excess Allocation Shareho lders b o f shares % o f capital N b o f shares % o f capital N b o f shares % o f capital N b o f shares % o f capital N b o f shares % o f capital N b o f shares % o f capital YM AGIS HOLDINGS (1) ,72% ,13% ,35% ,21% ,17% ,99% FCPI OTC Entreprises ,16% ,36% ,25% ,68% ,16% ,57% FCPI OTC Entreprises ,29% ,07% ,18% ,85% ,66% ,28% FCPI OTC Chorus ,19% ,00% ,57% ,18% ,83% ,43% Sub-total OTC ,64% ,43% ,00% ,71% ,65% ,28% 0 0,00% 0 0,00% FIP capital Proximité ,21% ,81% ,00% ,24% ,55% ,76% FIP capital Proximité ,21% ,81% ,00% ,24% ,55% ,76% FCPI UFF Innovation ,21% ,81% ,00% ,24% ,55% ,76% Sub-total ODYSSEE VENTURE ,64% ,43% ,00% ,71% ,65% ,28% Free-float ,64% ,37% ,53% ,45% TOTAL ,00% ,00% ,00% ,00% ,00% ,00% Effect of the Offer on the voting rights breakdown: Shareho lders befo re the Offer and befo re the Early R edemptio n o f C o nvertible B o nds Shareho lders befo re the Offer and after the Early R edemptio n o f Convertible Bonds Sharelders after the issuance o f the N ew Shares and befo re the sales o f the Initial So ld Shares and after the early R edemptio n o f C o nvertible B o nds (except Extensio n and Excess Allocation) Shareho lders after the Initial Offer and after the Early R edemptio n o f C o nvertible B o nds (except Extensio n and Excess Allocation) Shareho lders after the Initial Offer and after the Early R edemptio n o f C o nvertible B o nds after Extensio n but Except Excess A llo catio n Shareho lders after the Initial Offer and after the Early R edemptio n o f C o nvertible B o nds after bo th Extensio n and Excess Allocation Shareho lders N b o f vo ting rights % o f vo ting rights N b o f vo ting rights % o f vo ting rights N b o f vo ting rights % o f vo ting rights N b o f vo ting rights % o f vo ting rights N b o f vo ting rights % o f vo ting rights N b o f vo ting rights % o f vo ting rights YM A GIS H OLD IN GS (1) ###### 50,72% ,37% ,06% ,15% ,06% ,79% FCPI OTC Entreprises ,16% ,83% ,58% ,23% ,93% ,58% FCPI OTC Entreprises ,29% ,84% ,94% ,13% ,44% ,63% FCPI OTC Chorus ,19% ,64% ,79% ,55% ,35% ,12% Sub-total OTC ###### 24,64% ,32% ,32% ,91% ,72% ,33% 0 0,00% 0 0,00% FIP capital Proximité ,21% ,11% ,44% ,97% ,57% ,11% FIP capital Proximité ,21% ,11% ,44% ,97% ,57% ,11% FCPI UFF Innovation ,21% ,11% ,44% ,97% ,57% ,11% Sub-total ODYSSEE VENTURE ###### 24,64% ,32% ,32% ,91% ,72% ,33% Free-float ,31% ,37% ,50% ,55% TOTAL ,00% ,00% ,00% ,34% ,00% ,00% 28

29 E.7 Costs billed to the investor by the Issuer Not available. 29

30 1 PERSON RESPONSIBLE 1.1 NAME OF PERSONS RESPONSIBLE Mr Jean Mizrahi Position: Chairman & Chief Executive Officer of Ymagis. 1.2 DECLARATION OF PERSON RESPONSIBLE I hereby declare, after taking every reasonable measure to this effect, that the information contained in this Prospectus is, to my knowledge, a true reflection of the facts and does not contain any omissions liable to alter the scope thereof. I have received an audit completion letter (lettre de fin de travaux) from the statutory auditors, in which they state that they have verified the information relating to the financial position and the financial statements in the Prospectus and have read through the entire Prospectus. The financial information stated in the Prospectus has been audited by the statutory auditors as stated in paragraph of the Base Document. 1.3 PERSON RESPONSIBLE FOR THE FINANCIAL DISCLOSURE April 17 th 2013 Mr Jean Mizrahi Chairman & Chief Executive of Ymagis Mr Jean Mizrahi Position: Chairman & Chief Executive of Ymagis Telephone: +33 (0) investisseurs@ymagis 30

31 2 RISK FACTORS THAT MAY HAVE A SIGNIFICANT IMPACT ON THE SECURITIES OFFERED Before deciding to invest in the Offered Shares, potential investors are invited to pay close attention to all the information mentioned in this offering memorandum (the Offering Memorandum ). In addition to the risk factors stated in Chapter 4 of the Base Document registered with the Autorité des Marchés Financiers on April 9 th, 2013 under number I (the Base Document ), the investor is invited to take into account the risk factors described below before subscribing to the Offered Shares. The description below is not intended to be exhaustive, other risks and uncertainties not yet known to the Company on this date or that it currently deems to be negligible could also disrupt its activity and have an unfavourable effect on the financial position, results and outlook. Potential investors are required to make a personal independent assessment of all the considerations pertaining to the Offered Shares and also to read the information stated elsewhere in this Offering Memorandum. If one of these risks or one the risks described in the Base Document were to materialise, the activities, financial position or outlook of the Company could be significantly affected. In such an eventuality, the price of the shares of the Company could fall, and the investor could lose all or some of the sums invested in the Offered Shares. The shares of the Company were not previously listed and are subject to market fluctuations On the date of the approval ( visa ) for this Offering Memorandum, the shares of the Company have not previously been admitted to trading on a regulated or organised market in France or elsewhere. The Company will set the Offer Price, as defined in paragraphs of this Offering Memorandum, in agreement with the Lead Managers and the Bookrunners and the Joint Lead Manager taking into account a certain number of aspects, notably the market conditions and the economic conditions prevailing at the date the Offer Price is set, the results of the Company, the latest position for its activities and the comparison of the signs of interest by investors. The Offer Price may not faithfully reflect the performances of the price of the shares of the Company after they are registered for trading on the regulated NYSE Euronext Paris market (Section C), as the price may following admission to trading on the regulated market vary may compared with the Offer Price. Although the Company has applied for the listing of its shares to trading on the regulated NYSE European Paris market (Section C), it is not possible to guarantee that there will be a liquid market for the shares of the Company or that such a market, if it were to develop, would last. If a liquid market for the shares of the Company does not develop, the liquidity and the price of the shares of the Company could be affected. The Company s share price is likely to experience significant volatility In recent years, stock exchanges have undergone significant fluctuations which often bear no relation to the results of the companies whose shares are traded. The price of the Company s shares may fluctuate significantly as a reaction to various factors and events, which may include: - The performance of the market on which the Ymagis shares are admitted for trading; - Variations in the financial results, forecasts and outlook of the Company or of its competitors from one period to the next: 31

32 - The differences between the actual operational or financial results of the Company and those expected by investors or analysts; - Developments in analysts recommendations or projections; - The adoption of any new legislation or any change in the interpretation of existing laws and regulations relating to the Company s activities; - The economic climate and market conditions; - Announcements about changes in the shareholders of the Company, changes to the management team and also the scope of the Company s assets; - Market fluctuations; and - The risk factors described in Chapter 4 of the Base Document. Risks arising from insufficient subscriptions and the cancellation of the operation The placement will not be subject to a performance guarantee (garantie de bonne fin) within the meaning of article L of the Code de commerce. The shares of the Company will only therefore commence trading after the Settlement Delivery operations and after delivery of the depositary certificate. In the absence of sufficient demand, the capital increase from the Offer, as defined in paragraph of this Offering Memorandum, may be limited to the subscriptions received provided a level of 75% of the initially planned issue is reached, according to article L I of the Code de commerce, which would not call into question the completion of the Company's expansion plan. On the contrary, the operation would be cancelled and the orders would be null and void. The Historical Shareholders hold and will hold a significant percentage of the capital of the Company and will continue to influence the activities and decisions made by the Company The Company is directly and indirectly controlled by Ymagis Holdings, which owns 50.72% of the capital and voting rights of the Company before the Early Redemption of the Convertible Bonds, as defined below, and 41.13% of the capital and 45.37% of the voting rights of the Company after the Early Redemption of the Convertible Bonds. The two other reference shareholders are the funds owned by the OTC and Odyssée Venture funds, which each hold before the Early Redemption of the Convertible Bonds % of the capital and voting rights of the Company and after said Early Redemption 29.43% of the capital and 27.32% of the voting rights of the Company. After the admission of the Company s shares to trading on the regulated market of the NYSE Euronext Paris (Section C), the stake of the Historical Shareholders may be reduced to around % of the capital and % of the voting rights of the Company based on the bottom of the price range of the Offer Price and before the exercise of the Extension Clause and the Excess Allocation Option and around 54.55% of the capital and 70.45% of the voting rights of the Company based on the bottom of the price range of the Offer Price in the event of the exercise of the whole of the Extension Clause of the Excess Allocation Option. Consequently the Historical Shareholders will have a significant stake in the capital of the Company and will be able to influence the adoption of the key decisions of the Board of Directors and at the general meeting. These factors could have a negative effect on the Company and the price of its shares. However, on the expiry of the various periods provided for by the undertaking to retain described in paragraph of this Offering Memorandum, the traditional financial shareholders (i.e. the OTC 32

33 and Odyssée Venture funds), having invested in the capital of the Company over four years ago may wish to sell all or some of their stake in the Company's capital. The Company s shares could be sold on the market and this could have a negative impact on the market price of the share The Company s shares could be sold on the market or the expectation that such sales will occur could have a negative impact on the market price of the Company s shares. The Company is unable to predict the possible effects on the market price of the shares. The dividend distribution policy of the Company The Company has not distributed a dividend over the past three financial years. The Company s future dividend policy is very dependent on its results over the next few financial years. Risk of additional dilution Assuming that the funds raised by the Company in the Offer are not sufficient to complete its development plan, the Company may be required to raise further funds on the market by issuing new shares to finance all or part of its corresponding needs. This would give rise to an additional dilution for the shareholders. 33

34 3 KEY INFORMATION 3.1 WORKING CAPITAL STATEMENT The Company certifies that, in its opinion, the Group's working capital, before the capital increase to which this securities note relates, is sufficient for its requirements over the twelve months following the date of signing of the Prospectus. 3.2 CAPITALISATION AND INDEBTEDNESS In accordance with paragraph 127 of the recommendations of the Committee of European Securities Regulations (CESR b), the table below is an (unaudited) statement of consolidated capitalisation as at 28 February 2013 and consolidated net financial indebtedness as at 28 February 2013, drawn up in accordance with the International Financial Reporting Standards ("IFRS"). Consolidated statement as at 28 February 2013 ( '000) Capitalisation and indebtedness 28 Feb 13 Total current debt: 12,508 Guaranteed Secured 3,276 Unguaranteed/unsecured 9,232 Total non-current debt (excluding current portion of long-term debt) 32,264 Guaranteed Secured 15,958 Unguaranteed/unsecured 16,306 Group shareholders' equity (1) 7,937 Share capital 986 Issue premiums 2,914 Other reserves 4,037 Consolidated statement as at 28 February 2013 ( '000) Net indebtedness 28 Feb 13 A - Cash 4,262 B - Cash equivalent 29 C - Trading securities D - Liquidity (A+B+C) 4,291 E - Current financial receivable F - Current bank debt G - Current portion of non-current debt (2) 6,491 H - Other current financial debt 6,017 I - Current financial debt (F+G+H) 12,508 J - Net current financial indebtedness (I-E-D) 8,217 K - Non-current bank loans 1,785 L - Bonds issued M - Other non-current loans (3) 30,479 34

35 N - Non-current financial indebtedness (K+L+M) 32,264 O - Net financial indebtedness (J+N) 40,481 (1) Amount which does not consider the result achieved between 1 January 2013 and 28 February 2013 (2) Of which 6,186 relates to the restatement of Third Party Investor financial leasing contracts (3) Of which 29,009 relates to the restatement of Third Party Investor financial leasing contracts Since 28 February 2013, there has been no material change that is likely to affect the amount of net financial indebtedness in the medium/long term and the amount of shareholders' equity excluding the period result. There is no contingent and/or indirect indebtedness. Neverthless, it is specified that in the framework of its «third-party collector model» activity, the Company is committed towards the exhibitors to pay a contribution to the financing of the equipment they bought by themselves. At Dec 31 st 2012, the amount of the outstanding payment commitment is EUR thousand (See note 8.2 of Notes to the consolidated financial statements at 31 december 2012 presented chapter 20 of the Base Document (Document de Base). 3.3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Lead Managers and Bookkeepers and the Co-Lead Manager and/or some of their affiliates have provided and/or may provide in the future miscellaneous banking, investment, commercial and other services to the Company, its affiliates or its shareholders or to its corporate officers, in connection with which they have received or may receive remuneration. In relation to the Offer, the Lead Managers and Bookkeepers and the Co-Lead Manager have produced an independent financial analysis. 3.4 REASONS FOR THE OFFER AND USE OF PROCEEDS The Offer and the admission to trading of the Company's shares on the NYSE Euronext Paris regulated market (compartment C) are intended, in particular, to provide the Company with additional resources to finance its growth (for a more detailed description, see section of the Registration Document). The net proceeds of the issuance of New Shares from the Offer will, in particular, enable the Company to: Continue the migration of European cinemas to digital projection equipment, accompanied or not by "VPF" contracts; Open new laboratories in the major European countries where the Company is not yet present; Acquire local operators in order to extend (x) its customer base in countries where it is already present and (y) its geographical reach into new countries, notably Great Britain, Italy and Eastern Europe; Accelerate the growth of its software and services activities (acquisition of new technological solutions; marketing of "TCS / TMS" solutions to cinemas not migrated by Ymagis; 35

36 development of integrated "all-purpose" software solutions; statement of position on new services); and Take advantage of the first cycle of equipment renewal in Europe, a market estimated by the Company to be worth eventually between 3,500 and 5,000 installations to be renewed per year, with the first renewals expected as early as 2015, by offering operators alternative financing solutions. In order to achieve these targets, the Company intends to recruit around 20 people during the 2013 financial year so that, in particular, it can strengthen its sales force. Within the framework of these objectives of growth, the Company intends to recruit around twenty people over the 2013 financial year in order to strengthen its sales force. The net proceeds of the funds raised through the issue of new shares could be distributed as follows among the various development goals: up to 10% for the pursuit of digitization in Europe, up to 15% as the opening of new laboratories, up to 55% for the purchase of local operators, up to 10% for the development of business software and technology services and up to 10% for starting equipment renewal activity. In the event that the capital increase related to the issuance of the New Shares will be limited to 75% of the maximum planned, this distribution would remain the same. It is specified, as necessary, that the elements mentioned above are only indicative. In particular, the Company cannot anticipate, to date, external growth opportunities that may arise to them (no negotiation having been initiated at the date of this Note) and, consequently, the funds allocated to this type of opportunity. 36

37 4 INFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING ON THE NYSE EURONEXT PARIS REGULATED MARKET (COMPARTMENT C) 4.1 TYPE AND CLASS OF THE SHARES AND DIVIDEND ENTITLEMENT DATE OF THE NEW SHARES ISSUED AND ADMITTED TO TRADING The Offer TYPE AND CLASS OF SHARES The offer of shares in the Company to which this document relates (the "Offer") concerns: - a maximum of 2,000,000 new shares to be issued in connection with an increase in the Company's capital for cash in the form of a public offering (the "New Shares"); - a maximum of 400,000 Existing Shares (as defined below), sold by the Historical Shareholders (the "Initial Sold Shares"), broken down as described below; - a maximum of 360,000 Existing Shares sold by the Historical Shareholders, in the event of the exercise of the whole of the Extension Clause (the "Additional Sold Shares"), broken down as described below; and - a maximum of 414,000 Existing Shares sold by the Historical Shareholders, in the event of the exercise of the whole of the Over-Allotment Option (the "Supplementary Shares"), broken down as described below. The Initial Sold Shares, the Additional Sold Shares and the Supplementary Shares are hereinafter referred to jointly as the "Sold Shares". The New Shares, the Initial Sold Shares, the Additional Sold Shares and the Supplementary Shares are hereinafter referred to jointly as the "Offered Shares". It should be noted that the Offer will be carried out as a priority by subscription to the New Shares. The Initial Sold Shares will only be sold as part of this Offer if and after the aforesaid New Shares have been fully subscribed. With regard to the distribution of the Initial Sold Shares - and, in the event of the exercise of the whole of the Extension Clause and the Over-Allotment Option, the Additional Sold Shares and the Supplementary Shares - among the Historical Shareholders (as defined below), this will be at the conditions defined below: - Ymagis Holdings will sell 20% of the aforesaid Initial Sold Shares and, in the event of the exercise of the whole of the Extension Clause and the Over-Allotment Option, 20% of the Additional Sold Shares and 20% of the Supplementary Shares; - All of the OTC funds will sell 40% of the aforesaid Initial Sold Shares and, in the event of the exercise of the whole of the Extension Clause and the Over-Allotment Option, 40% of the Additional Sold Shares and 40% of the Supplementary Shares; - All of the Odyssée Venture funds will sell 40% of the aforesaid Initial Sold Shares and, in the event of the exercise of the whole of the Extension Clause and the Over-Allotment Option, 40% of the Additional Sold Shares and 40% of the Supplementary Shares. 37

38 The sales described above will be carried out concurrently by each of the Historical Shareholders. Admission to trading The shares whose admission to trading on the regulated NYSE Euronext Paris market (section C) is applied for (which include the Offered Shares) are described below: - all of the ordinary shares comprising the Company's share capital, i.e. 3,942,872 shares, which are fully subscribed and fully paid-up on the date the price of the Offer is set (the "Existing Shares"); - all of the ordinary shares arising from the early redemption of the 371,430 convertible bonds or bonds redeemable in P2 Shares (the "OCP2") and of the 18,572 bonds redeemable in F Shares (the "OC HOLDINGS ") issued on 24 October 2008 (jointly, the "Convertible Bonds") at a parity of three bonds for eight ordinary shares (the "Early Redemption of Convertible Bonds"), that is 1,039,992 shares arising from the Early Redemption of said Convertible Bonds, referred to hereinafter as the "Shares arising from the Early Redemption of Convertible Bonds"; and - all of the 2,000,000 New Shares to be issued under the Offer. Extension Clause and Over-Allotment Option Extension Clause Depending on the scale of demand, the number of shares offered may, at the Company's discretion, be increased by 15% of the aggregate number of New Shares and Initial Sold Shares, i.e. a maximum of 360,000 Additional Sold Shares (the "Extension Clause"). Over-Allotment Option An Over-Allotment Option relating to a maximum of 15% of the aggregate number of New Shares, Initial Sold Shares and Additional Sold Shares, i.e. a maximum of 414,000 Supplementary Shares, will be granted by the Historical Shareholders to the Lead Managers and Bookkeepers (the "Over- Allotment Option") ASSIMILATION TO EXISTING SHARES AND DIVIDEND ENTITLEMENT DATE The New Shares and the Shares arising from the Early Redemption of Convertible Bonds will all have the same nominal value and be of the same category as the Existing Shares. As soon as they are issued, they will be assimilated to the latter and will carry dividend entitlement as from 1st January YMAGIS NAME OF SHARES ISIN CODE FR ICB CODE 9533 Computer Services 38

39 MAGIS MNEMONIC 4.2 APPLICABLE LAW AND COMPETENT COURTS The New Shares and the Shares arising from the Early Redemption of Convertible Bonds will be issued in accordance with French legislation. In the event of a dispute, the competent courts will be those having jurisdiction over the Company's registered office where the Company is the defendant and will be appointed according to the nature of the dispute where the Company is the claimant, unless otherwise specified in the Civil Procedure Code. 4.3 FORM OF SHARES The New Shares and the Shares arising from the Early Redemption of Convertible Bonds will be in registered or bearer form, at the choice of subscribers, in which latter case the Company may identify shareholders through the "identifiable bearer securities" procedure. In accordance with the provisions of Article L of the Monetary and Financial Code, the New Shares and the Shares arising from the Early Redemption of Convertible Bonds will, whatever their form, be in book-entry form and must, therefore, be entered into a securities account held either by the Company or by an authorised intermediary. The rights of holders of New Shares and Shares arising from the Early Redemption of Convertible Bonds will be represented by an entry in their name with: - BNP Paribas Securities Services for pure registered shares; - An authorised intermediary and BNP Paribas Securities Services for administered registered shares; - An authorised intermediary of their choice for bearer shares. Transfer of ownership of New Shares and Shares arising from the Early Redemption of Convertible Bonds will be reflected in a book-entry in the buyer's name in accordance with the provisions of Article L et seq of the Monetary and Financial Code. The New Shares and the Shares arising from the Early Redemption of Convertible Bonds will be subject to a request for admission to Euroclear France operations as central depository and to Euroclear France SA's settlement/delivery systems. 4.4 CURRENCY OF THE SHARES ISSUE The New Shares and the Shares arising from the Early Redemption of Convertible Bonds are issued in euro. 4.5 RIGHTS ATTACHED TO THE SHARES The Offered Shares and the Shares arising from the Early Redemption of Convertible Bonds will, as from their creation, be subject to all provisions of the Company's articles of association. Under current French legislation and in accordance with the Company's current articles of association, the main rights attached to the shares are described below. 39

40 Dividend rights Each share carries an entitlement, proportional to the portion of the share capital that it represents, to the ownership of the company's assets, to the sharing of profits and to the liquidation surplus. The Company's shareholders are entitled to share in the profits under the conditions set out in Articles L et seq of the Commercial Code. The General Meeting resolving on the annual accounts has the right to grant each shareholder, for all or part of the dividend made available for distribution or interim dividends, a choice between the dividend or interim dividends being paid in cash or in shares. The conditions under which dividends in cash are made available for payment are determined by the general meeting or, failing that, by the Board of Directors. Dividends in cash must be made available for payment within a maximum period of nine months after the end of the financial year, unless this period is extended by permission of the court. No dividend can be recovered from shareholders except where the distribution was made in violation of laws and the Company establishes that the beneficiaries knew about the irregular nature of this distribution at the operative time or could not have been unaware of such given the circumstances. Where applicable, an action for recovery lapses three years after these dividends are made available for payment. Dividends lapse if they are not claimed within five years of being made available for payment. Dividends paid to non-residents are subject to a withholding at source in France (see section 4.11 of this Securities Note). The Company's dividend distribution policy is explained in paragraph 20.7 of the Registration Document. Voting rights Each share carries the right to vote and representation in general meetings in accordance with the conditions laid down by law and under the articles of association. By owning a share, each holder agrees to comply with these articles of association and with any decisions made by the Company's general meetings of shareholders. Except where the law specifies otherwise and with the exception of the provisions of Article 15 hereof, each shareholder has an amount of voting rights - and may cast in the meeting an amount of votes - equal to the number of paid-up shares that he holds. The voting right attached to the share belongs to the usufructuary in ordinary general meetings and to the bare owner in extraordinary general meetings. A double voting right, based on the proportion of the capital that they represent, is granted: retrospectively, to all fully paid-up registered shares that have been held in the name of the same shareholder for at least two (2) years, as well as, in the case of capital increase by the 40

41 capitalisation of reserves, profits or premiums, to the registered bonus shares granted to a shareholder in proportion to the old shares for which he enjoys this right; under statutory conditions, to all fully paid-up registered shares that have been held in the name of the same shareholder for at least two (2) years, as well as, in the case of capital increase by the capitalisation of reserves, profits or premiums, to the registered bonus shares granted to a shareholder in proportion to the old shares for which he enjoys this right. Share transfers as a result of succession, liquidation of community property between spouses or gifts inter vivos to a spouse or relative entitled to inherit do not cause any forfeiture of the vested right and do not suspend the time periods specified above. This double voting right may be withdrawn by decision of the extraordinary general meeting, following ratification by the special meeting of beneficiary shareholders. Pre-emption rights Shareholders have, in proportion to the amount of their shares, a pre-emptive right to subscribe for the shares issued for cash in relation to a capital increase, which right they may waive individually. If the general meeting expressly decides so, they also have the right to subscribe for excess shares. Rights to share in the Company's profits The Company's shareholders are entitled to share in the profits under the conditions set out in Articles L et seq of the Commercial Code. Rights to share in any surplus in the event of liquidation Any net assets remaining after repayment of the nominal amount of the shares will be shared among shareholders in the same proportion as their stake in the capital. Redemption provisions - conversion provisions The articles of association contain no provisions for the redemption or conversion of Shares. Identification of securities holders The Company keeps itself informed about the composition of its share ownership under the conditions laid down by law. Accordingly, the Company may exercise all legal provisions established with respect to the identification of holders of securities carrying, immediately or in the future, voting rights in its shareholder meetings. 4.6 COMPANY AUTHORISATIONS General Meeting of March 25 th 2013 authorising the issue The New Shares are issued in accordance with the twenty-fifth resolution of the extraordinary general meeting of shareholders of Ymagis held on March 25 th 2013, which reads as follows: "The general meeting, resolving under the quorum and majority conditions required for extraordinary general meetings, having read the board of directors' report and the auditors' special report, and 41

42 acting in accordance with the provisions of Articles to L , L , L , and L to L of the Commercial Code, resolves: 1. to delegate authority to the board of directors to decide to issue, on one or more occasions, at the time or times that it determines and in the proportions that it considers appropriate, both in France and abroad, with withdrawal of the shareholders' right of pre-emption and in the form of a public offer of financial securities, (i) Company shares, (ii) securities giving access by any means, immediately or in the future, to existing or future Company shares or a combination of both and/or (iii) securities giving access by any means, immediately or in the future, to existing or future shares of a company related to the Company within the meaning of Article L of the Commercial Code, and which may be subscribed for in cash or by set-off against claims that are certain, liquid and payable which are held against the Company; 2. to delegate authority to the board of directors to decide to issue, with withdrawal of the right of pre-emption, Company shares or securities giving access by any means, immediately or in the future, to existing or future Company shares or a combination of both, following the issue by a company related to the Company within the meaning of Article L of the Commercial Code, of securities giving access by any means, immediately or in the future, to Company shares; and 3. that the nominal amount of the share capital increase or increases that can be decided by the board of directors and carried out, immediately or in the future, in accordance with this delegation of authority, cannot exceed a maximum sum of 900,000 euro, or equivalent amount, not considering the nominal value of the Company shares to be issued, where applicable, with respect to any adjustments that need to be made, in accordance with current laws and regulations or with binding contractual stipulations providing for other cases of adjustment, in order to preserve the rights of holders of securities giving access, immediately or in the future, to the Company's share capital, it being specified that the nominal amount of any capital increase, with withdrawal of the right of pre-emption, carried out in accordance with this delegation of authority will count towards the amount of the overall ceiling specified in paragraph (a) of the thirty-seventh resolution of this meeting. This delegation of authority expressly excludes issues of preference shares and securities giving access to preference shares immediately or in the future. Securities giving access by any means, immediately or in the future, to existing or future Company shares or a combination of both, which will, where applicable, be issued in accordance with this delegation of authority may consist of debt securities or be associated with the issue of debt securities or enable the issue thereof as intermediary securities. They may, in particular, assume the form of subordinated or unsubordinated securities, perpetual or otherwise, and be issued either in euro or in non-euro currencies or in any other monetary units established by reference to several currencies, it being specified that the aforesaid debt securities may come with a fixed and/or variable rate of interest or with capitalisation and may be subject to a redemption, with or without premium, or to a repayment. They may also be repurchased on the stock exchange or subject to a purchase or exchange offer by the Company. The maximum nominal amount of securities thus issued cannot exceed 25 million euro, or equivalent value, on the date of the issue decision, it being specified that this amount will count towards the overall ceiling specified in paragraph (b) of the thirty-seventh resolution of this meeting. The general meeting decides to withdraw the shareholders' right of pre-emption to subscribe for Company shares or for securities giving access by any means, immediately or in the future, to future Company shares to be issued under this delegation of authority. 42

43 However, the board of directors will, in accordance with Article L , fifth paragraph, of the Commercial Code, have the right to grant shareholders, for a period of time and according to the conditions that it will set pursuant to the applicable laws and regulations and for all or part of an issue carried out, a priority subscription period not giving rise to the creation of negotiable rights and which must be exercised in proportion to the number of shares held by each shareholder and which may, where applicable, be accompanied by an application for excess shares, it being specified that unsubscribed shares will be subject to a public placing in France and/or abroad. In accordance with Article L of the Commercial Code, and for cases other than those falling under Article L , sixth paragraph: until the Company's shares are admitted to trading and first listed on the NYSE Euronext Paris regulated market and for the capital increase or increases carried out at that time, the issue price for shares issued directly will be determined in accordance with accepted market practices, such as for example, within the context of a global placement, by reference to the price offered to institutional investors within the context of that global placement such as resulting from the comparison of supply and demand according to the "book-building" technique developed for professional uses; after the Company's shares are admitted to trading and first listed on the NYSE Euronext Paris regulated market, the issue price for shares issued directly will be at least equal to the weighted average of the prices of the last three trading sessions on the NYSE Euronext Paris regulated market preceding the determination of the subscription price for the capital increase minus a discount of 5%, after, where applicable, correction of this average in the event of difference between the dividend entitlement dates; the issue price for securities giving access by any means, immediately or in the future, to the Company's share capital will be such that the sum received immediately by the Company, plus, where applicable, the sum that it may receive in the future, is, for each Company share issued as a result of the issue of these securities, equal at least to the minimum subscription price defined in the previous two paragraphs; and the conversion, the redemption or, generally, the transformation into Company shares of each security giving access by any means, immediately or in the future, to the Company's share capital will be carried out, in consideration of the nominal value of the bond or the aforesaid security, in a number of shares such that the sum that it receives for each share is equal at least to the minimum subscription price as defined for the issue of shares, in this same resolution. The general meeting acknowledges the fact, insofar as is necessary, that this delegation of authority constitutes, for the benefit of holders of securities issued giving access by any means, immediately or in the future, to Company shares, a waiver of shareholders' right of pre-emption to subscribe for the shares to which the aforesaid securities may carry entitlement. The board of directors will have extensive powers to implement this delegation, with the right of subdelegation under the conditions laid down by laws and regulations, so that it can, in particular: determine the dates and conditions of the issues as well as the form and characteristics of the securities to be created; establish the conditions and prices of issues; 43

44 determine the amounts to be issued in euro, in foreign currency or in units of account established by reference to several currencies, whichever is applicable and in accordance with current legislation; decide, where applicable, to increase the number of number shares by a maximum additional amount of 15% of the number of shares initially determined for a capital increase carried out on the basis of this resolution, in order to meet surplus demand, under an "Extension Clause" and in accordance with market practices; determine the date of dividend entitlement, with or without retrospective effect, of the securities to be issued and, where applicable, the conditions of their redemption; suspend, where applicable, the exercise of share allotment rights attached to existing securities for a period not exceeding three months; establish the conditions under which, where applicable, the rights of holders of securities giving access to the share capital will be preserved, in accordance with current laws and regulations and, where applicable, with any contractual stipulations providing for other cases of adjustment; certify the performance of the capital increase or increases resulting from any issue carried out through the use of this delegation and amend the articles of association accordingly; at its own initiative, charge the costs, duties and fees of any issue to the corresponding issue premium and deduct from that premium the sums necessary to ensure the legal reserve amounts to one tenth of the amount of the Company's share capital; and complete any formalities and declarations, apply for any authorisations, in particular, from the Financial Markets Authority; and more generally, take all useful measures and enter into any agreements to ensure that these issues are carried out successfully. The general meeting acknowledges that this delegation of authority may be exercised during the period of the public purchase or exchange offer with respect to the Company's shares in accordance with laws and regulations. The delegation of authority granted to the board of directors under this resolution is valid for a period of twenty-six (26) months as from the date of this general meeting. " The New Shares after Over-Allotment are issued in accordance with the thirty-second resolution of the extraordinary general meeting of shareholders of Ymagis held on 25 March 2013, which reads as follows: "The general meeting, resolving under the quorum and majority conditions required for extraordinary general meetings, having read the board of directors' report and the auditors' special report, and acting in accordance with Article L of the Commercial Code, authorises the board of directors, for each of the issues decided in accordance with the foregoing twenty-fifth, twenty-sixth and twenty-seven resolutions, and at the same price, to increase the number of securities to be issued under the conditions set out in the aforementioned Article L , subject to remaining within the ceilings mentioned in those resolutions. 44

45 The board of directors may, within the statutory limits, delegate the authority granted to it under this resolution to the managing director or, in agreement with the latter, to one or more assistant managing directors. This authorisation is granted for a period of twenty-six (26) months as from this meeting. " Decision of the Board of Directors deciding on the issue In accordance with the delegation of authority granted in its twenty-fifth resolution by the extraordinary general meeting of shareholders of Ymagis held on March 25 th 2013, the Company's Board of Directors decided, at its meeting on April 16 th 2013, to approve the principle of a capital increase in cash by means of a public offering, with withdrawal of the right of pre-emption, by issuing a maximum number of 2,000,000 New Shares each with a nominal value of 0.25 euro, at a price indicatively set between 7.65 euro and 9.35 euro. It is specified that the final details of the Offer will be determined by the Board of Directors in a meeting due to be held on April 30 th EXPECTED ISSUE DATE OF THE OFFERED SHARES The expected settlement/delivery date of the Offered Shares is May 6 th RESTRICTIONS ON THE FREEDOM TO TRADE SHARES There is no statutory provision restricting the freedom to trade shares comprising the capital of the Company. A detailed description of the commitments taken on by the Company and some of its shareholders can be found in section 7.3 of this Transaction Note. 4.9 FRENCH RULES ON PUBLIC OFFERS As from the admission of its shares to trading on the regulated NYSE Euronext market in Paris, the Company will be subject to the legislative and regulatory provisions in force in France on mandatory public offers, public buyout offers and the squeeze-out procedure MANDATORY PUBLIC OFFER Article L of the Monetary and Financial Code and Articles and following of the general regulations of the AMF [Autorité des Marchés Financiers the French Financial Markets Regulatory Authority] set out the conditions for the mandatory filing of a public offer relating to all the equity securities of a company whose shares are admitted to trading on a regulated market PUBLIC BUYOUT OFFER AND SQUEEZE-OUT Article L of the Monetary and Financial Code and Articles and following (public buyout offer), and following (squeeze-out following public buyout offer) and and following (squeeze-out following any public offer) of the general regulations of the AMF set out the conditions for filing a public buyout offer and implementing a squeeze-out procedure of the minority shareholders of a company whose shares are admitted to trading on a regulated market. 45

46 4.10 TAKEOVER BIDS INITIATED BY THIRD PARTIES ON THE CAPITAL OF THE ISSUER DURING THE LAST FINANCIAL YEAR AND THE CURRENT FINANCIAL YEAR As no securities in the Company were admitted to trading on a regulated market on the date of the AMF stamp on the Prospectus, no takeover bid from a third party was launched on the capital of the Company during the last financial year and the current financial year. Article L of the Monetary and Financial Code and Articles and following of the general regulations of the AMF set out the conditions for the mandatory filing of a public offer relating to all the equity securities of a company whose shares are admitted to trading on a regulated market TAX SCHEME OF SHARES OFFERED The following provisions summarise the fiscal consequences applicable to the Company s shareholders. This statement is based on the French legal provisions currently in force and is therefore likely to be affected by any change to these provisions and their interpretation by the French Tax Authorities. Investors should take note that this information is merely a simple summary of the tax scheme currently in force which may be changed and that their particular situation should be examined with their usual tax advisor. Persons who do not have their tax residence in France must comply with the current tax legislation in their State of residence, subject to the possible application of a tax treaty between France and that State. Tax residents of France Natural persons holding securities in their private wealth and not carrying out stock market transactions under the same conditions as those of an activity carried out by a person professionally involved in this type of transaction. a) Dividends Income tax Dividends are taken into account in the total income of the shareholder in the category of income from investments for the year they are received, and since 1 January 2013 have been subject to a mandatory fixed levy at the rate of 21%, except when the income is intended to be paid into a PEA [Plan d Epargne en Actions Personal Equity Savings Plan] and except in the case described below. This levy, based on the gross income, is chargeable to the income tax due the following year. If this levy exceeds the tax finally due on the dividend amount, it will be returned to the beneficiary. Under certain conditions, natural persons benefiting from distributions belonging to a tax household where the reference tax income for the last but one year is less than or depending on the circumstances (taxpayers who are single, divorced or widowed or subject to joint taxation) can ask to be exempt from the levy. Pursuant to the provisions of Article 158 du CGI [Code général des impôts General Tax Code], dividends benefit from an allowance of 40% with no upper limit ( Rebate of 40% ) and are therefore 46

47 considered for the calculation of the income tax due for 60 % of their amount (without annual and fixed total allowance, as from 1 January 2012). Social security payments The amount of dividends actually received is also subject to: - the CSG [contribution sociale généralisée universal social security tax] at the rate of 8.2 %, of which 5.1 % is deductible from the income subject to income tax for the year of payment of the CSG, on condition that the dividends are subject to the progressive scale of income tax; - the CRDS [contribution pour le remboursement de la dette sociale social debt repayment contribution] at the rate of 0.5 %, not deductible from the income tax base; - the social security payment of 4.5 %, not deductible from the income tax base; - the additional contribution to the same social security payment at a rate of 0.3%, not deductible from the income tax base; - the solidarity tax of 2%. Or a total rate of social security payments of 15.5% since 1 January b) Capital gains and capital losses Pursuant to Article A of the CGI, the capital gains from the transfer of shares or preferential subscription rights realised by natural persons are subject, in most cases, from the first euro, to income tax on the progressive scale as from 1 January The capital gains actually realised are also subject to the following social security payments, not deductible from the income subject to income tax: - CSG at the rate of 8.2 %, - CRDS at the rate of 0.5 %, - social security payment at the rate of 4.5 %; - additional contribution to the social security payment received at the rate of 0.3 %; - solidarity tax of 2%. Pursuant to Article D-1 of the CGI, the capital gains from the transfer of shares in the Company are reduced by an allowance (1) of 20% when the securities have been held for at least 2 years and less than 4 years on the date of transfer, (2) 30% when the securities have been held for at least 4 years and less than 6 years on the date of transfer, (3) 40% when the securities have been held for at least 6 years. The period of time the securities have been held is calculated from the date of subscription or purchase of the shares. However, the allowance is not extended to the calculation of the aforementioned social security payments, which are still due, on the total amount of gain taken from the transfer net of expenses relating to it. In accordance with the provisions of Article D, of the CGI, the amount of capital losses that may be realised will be chargeable exclusively to the capital gains of the same kind realised during the year of transfer and if applicable, the following ten years. 47

48 However, it must be stated that in order to determine the income tax, the allowance for the period they are held as mentioned above shall apply to capital losses as well as capital gains from the transfer, so that the capital losses realised in relation to the transfer of the Company s shares will only be chargeable to capital gains of the same type up to their amount less the allowance for the period they are held, if applicable. c) PEAs special scheme The Company s shares can be subscribed or purchased within a PEA, set up by Law No of 16 July The exercising or transfer of the preferential subscription rights attached to the Company shares registered in a PEA will be carried out in the plan. Under certain conditions, the PEA entitles the person concerned (i) for the term of the PEA, to exemption from income tax and social security payments on the basis of the net profits and net capital gains generated by investments made under the PEA, on condition that these profits and capital gains are kept in the PEA and (ii) at the time the PEA is closed (if that is more than five years after the date it was opened) or at the time of a partial withdrawal (if that is more than eight years after the date the PEA was opened) to exemption from income tax on the basis of the net gain realised on that occasion. This gain, however, remains subject to social security payments (their nature and rate varying according to the period during which the gain was acquired). The capital losses sustained under the PEA are only in principle chargeable to the capital gains realised in the same way. However, in the event of (i) early closure of the PEA before the end of the fifth year or (ii) under certain conditions, closure of a PEA of more than five years when the asset value of the plan on the closure date is lower than the amount of the payments made on the plan since it was opened, the capital losses noted if applicable are chargeable to the gains of the same kind realised during the same year or the following ten years, on condition that the annual threshold of transfer of securities (and rights or similar securities) applicable for the year of the capital loss was realised is exceeded. d) Solidarity tax on wealth Shares and preferential subscription rights held by natural persons as part of their private wealth will be included in their wealth subject to the solidarity tax on wealth, if applicable. A scheme for partial exemption from the solidarity tax on wealth for shares held by employees and corporate officers is applicable under certain conditions, in particular the retention of these shares by their holders for at least six years. The persons concerned are asked to consult their tax advisor to determine whether and in what way they may benefit from these measures. e) Inheritance and gift taxes The shares of the Company and the preferential subscription rights acquired by natural persons through inheritance or gift are subject to inheritance or gift taxes in France. France has entered into treaties with a number of countries to avoid double taxation in matters of inheritance or gifts that may apply. It is recommended that investors consult their usual advisor as to whether or not they are subject to inheritance and gift taxes. 48

49 Legal entities subject to corporation tax a) Dividends Legal entities not having the capacity of a parent company in France French legal entities which hold less than 5% of the capital of the Company do not have the capacity of a parent company for the application of the parent companies and subsidiaries scheme as stated in Articles 145 and 216 of the CGI. The dividends received by these legal entities are taxable under the conditions of common law, that is, in principle at the normal rate of corporation tax currently equal to 33 1/3 % plus, if applicable, the social security contribution of 3.3 % which applies to the amount of corporation tax exceeding euros per period of 12 months and, if applicable, the exceptional contribution of 5% applicable to the results of the financial years ended up to 30 December 2015, for companies whose turnover exceeds 250 M. However, for businesses whose annual turnover excluding taxes realised during the financial year or the taxation period, if applicable reduced to twelve months, is less than euros and whose share capital, fully paid up, is held continuously for the duration of the financial year under consideration for at least 75 % by natural persons or by companies themselves fulfilling all of these conditions ( SMEs ) the rate of corporation tax is fixed at 15%, within the limit of euros of the taxable profit per 12-month period. These businesses are also exempt from the social security contribution of 3.3% mentioned above. Legal entities benefiting from the parent companies and subsidiaries scheme In accordance with the provisions of Articles 145 and 216 of the CGI, legal entities holding at least 5% of the capital and voting rights of the Company can, under certain conditions and if they opt to do so, benefit from the parent company scheme by which the dividends received by the parent company are not subject to corporation tax, with the exception of a quota-share of these dividends representing the costs and charges paid by the company. This quota-share is equal in a lump sum to 5% of the amount of those dividends. b) Capital gains and capital losses Common law system The capital gains realised and capital losses sustained at the time of the transfer of portfolio securities are subject to corporation tax at the common law rate of 33 1/3 % (or, if applicable, at the rate of 15 % within the limit of euros per 12-month period for SMEs) plus, if applicable, the social security contribution of 3.3% which applies to the amount of corporation tax less an allowance which cannot exceed euros per 12-month period and the exceptional contribution of 5% as referred to above concerning large businesses. Special scheme of long term capital gains and capital losses In accordance with the provisions of Article 219 I-a quinquies of the CGI, the long term capital gains relating to the equity interests referred to in this article and held for at least two years are exempt from corporation tax, subject to the reinstatement, in the result taxable under the conditions of 49

50 common law on corporation tax, of a quota-share for costs and charges equal to 12% of the gross result of capital gains from transfers. Equity interests, within the meaning of Article 219-I-a quinquies of the CGI, means securities of this nature from the accounting point of view, shares acquired in a takeover or an exchange offer by the business initiating it and securities providing entitlement to the parent company scheme laid down in Articles 145 and 216 of the CGI if these shares are entered in the accounts as equity interests or to a special subdivision of another balance sheet account corresponding to their accounting description, with the exception of securities in companies whose predominant activity is property. The net capital losses sustained when the shares of the Company are transferred which meet the definition given in Article 219-I a quinquies of the CGI and which have been held for at least two years will be neither deferrable nor deductible. Investors whose residence is located outside France a) Dividends Under French national law, the dividends distributed by the Company to its shareholders whose tax domicile or registered office is located outside France are in principle subject to a deduction at source of 30% applicable on the gross amount paid by the Company. The rate of the deduction at source is reduced to 21% for dividends received by shareholders who are natural persons and who have their tax domicile in a Member State of the European Union, Iceland, Norway or Liechtenstein. The rate is increased to 75% if the shareholders have their tax domicile in a Non-Cooperative State or Territory within the meaning of the list issued annually by Ministerial Decree. However, this deduction at source can be reduced, or even removed, either by the application of Article 119 ter of the CGI applicable, under certain conditions, to shareholders resident in the European Union, or by the application of the international tax treaties. It is up to the Company shareholders concerned to consult their usual tax advisor to determine whether these treaty provisions may apply to their particular case and to find out the practical methods for applying those treaties, as stated in the administrative instruction of 25 February 2005 on the normal or simplified procedure of deduction at source (BOI-INT-DG ). Finally, shareholders who are legal entities and who hold at least 5% of the capital and voting rights of the Company could benefit from exemption from deduction at source if their actual management office is located in a Member State of the European Union or in another State which is party to the agreement on the European Economic Area, having concluded a tax treaty with France which contains an administrative assistance clause to combat fraud or tax evasion and if they are in a situation where they are unable to charge the deduction at source levied in France. These shareholders should also comply with the conditions stated in the tax instructions (BOI-RPPM-RCM ). b) Capital gains Capital gains realised at the time of the transfer for payment of securities or corporate rights by persons who do not have their tax domicile in France within the meaning of Article 4B of the CGI or whose registered office is located outside France are exempt from tax in France. 50

51 As an exception, subject to the terms of the more favourable international tax treaties that may be applicable, the capital gains from the transfer of corporate rights are taxable in France if they can be linked to a permanent establishment or fixed base subject to tax in France or if the rights held directly or indirectly by the transferor, his spouse, their ascendants and descendants in the corporate benefits of the Company whose shares are transferred exceeded 25% at any time during the five years preceding the transfer. The capital gains realised at the time of the transfer of a holding exceeding or which has exceeded the threshold of 25% during the aforementioned period are subject to tax in France at the proportional rate of 45% as from 1 January 2013 (75% if the transferor is located in a Non- Cooperative State or Territory) except for the possible application of the provisions of an international tax treaty, the State of residence reserving the right to impose tax. A taxpayer who is a natural person can request the reimbursement of the surplus of the levy over the difference between the amount of tax resulting from the progressive scale at the sum of the net gains and other income from a French source and the amount of tax calculated under the same conditions on this other income from a French source only. Capital gains do not support social security payments. c) Solidarity tax on wealth Subject to the provisions of the international tax treaties, natural persons domiciled outside France, within the meaning of Article 4B of the CGI, are not subject to the solidarity tax on wealth on the basis of their interests in the Company provided that (i) they own directly or indirectly less than 10% of the Company s capital and (ii) this holding does not allow them to exercise any influence on the Company. d) Inheritance and gift taxes France subjects the purchase, by a French non-resident, of securities in French companies by means of inheritance or gift to inheritance and gift taxes. France has entered into treaties with a number of countries to avoid double taxation in matters of inheritance and gifts, by which the residents of countries which have entered into such treaties can be exempt from inheritance and gift taxes in France or obtain a tax credit in their State of residence. It is recommended that potential investors consult their usual tax advisor as to whether or not they are subject to inheritance and gift taxes on the basis of shares in the Company and the preferential subscription rights they may have as well as the conditions in which they could obtain exemption from these taxes or tax credit by virtue of one of the tax treaties entered into with France. Other situations Shareholders and holders of preferential subscription rights subject to a tax scheme other than those described above, in particular taxpayers whose transactions relating to securities exceed simple portfolio wealth management or who have recorded their securities in the assets of their commercial balance sheet, must consult their usual tax advisor in order to ascertain the tax scheme that applies to their particular case. 51

52 5 TERMS AND CONDITIONS OF THE OFFER 5.1 TERMS AND CONDITIONS OF THE OFFER, PROVISIONAL TIMETABLE AND TERMS AND CONDITIONS OF SUBSCRIPTION APPLICATIONS Terms and conditions of the Offer Prior to the initial listing of the Company s shares on the NYSE Euronext Paris market (Compartment C), it is planned to distribute the Offered Shares to the public as part of a global offering, comprising: - a public offering in France in the form of an open price offer, intended mainly for individuals (the "OPO"); - a global placement intended mainly for institutional investors (the "Global Placement"), comprising: a public placement in France; and an international private placement in specific countries, notably excluding the United State, Canada, Japan and Australia. Public distribution of the shares in France will take place in accordance with Articles P et seq. of Book II of the NYSE Euronext Market Rules relating to the special rules applicable to French regulated markets. The Offered Shares will be divided between the OPO and the Global Placement depending the nature and level of demand in compliance with the principles set forth in Article of the General Regulation of the Financial Markets Authority (AMF). If demand for the OPO so allows, the number of shares allocated in response to orders placed under the OPO will amount to at least 10% of the number of Offered Shares under the Offering (before the Extension Clause and the Over- Allotment Option). The number of Offered Shares may be increased by a maximum of 774,000 shares of the Company if the Extension Clause and Over-Allotment Option are exercised in full. 52

53 Provisional timetable of the Offer: 17 April AMF issues visa for Prospectus 18 April Press release announcing the operation; - NYSE Euronext issues notice of opening of the OPO; - Opening of the OPO and the Global Placement. 29 April OPO and Global Placement close at 5 PM (Paris time). 30 April Setting of the Offer Price and possible exercise of the Extension Clause; - NYSE Euronext notifies result of the OPO and the Global Placement; - Press release stating the Offer Price and the result; - First listing of the shares of the Company on Euronext Paris (Compartment C); - Stabilisation period opens, where applicable. 6 May Settlement Delivery of OPO and Global Placement shares. 7 May Trading of Company s shares commences on Euronext Paris (Compartment C). 30 May Closing date for exercise of Over-Allotment Option; - End of stabilisation period, where applicable Amount of the Offer - Total amount of issue of Shares resulting from Early Redemption of Convertible Bonds On the date on which the Existing Shares are admitted to trading on Euronext Paris (Compartment C), the Shares resulting from Early Redemption of the Convertible Bonds will also be admitted to trading. Redemption of Bonds Convertible into Shares resulting from Early Redemption of the Convertible Bonds will not incur any payment to the Company but will entail conversion of the debt into equity. - Total amount of the Offer and issue of New Shares Based on an Offer Price of EUR 8.50 corresponding to the mid-point of the indicative price range, and given that the Additional Shares and the Supplementary Shares that may result from the possible exercise of the Extension Clause and the Over-Allotment Option will originate solely from the sale of shares by the Historical Shareholders, the total proceeds of the issue will be as follows: 53

54 (In M ) Gross proceeds Net proceeds Issue of New Shares Sales of Initial Sold Shares Sales of Additional Sold Shares (Extension Clause) Sales of Supplementary Shares (Over-Allotment Option) Maximum amount of the Offer Subscription procedure and period Main characteristics of the OPO Duration of the OPO The OPO will start on 18 April 2013 and end at 5 PM (Paris time) on 29 April The closing date of the OPO may be changed (see Article of the Offering Memorandum). Number of Offered Shares under the OPO The Offered Shares will be divided between the OPO and the Global Placement depending on the nature and level of demand in compliance with the principles set forth in Article of the AMF General Regulation. If the demand for the OPO so allows, the number of shares allocated in response to the OPO orders will amount to at least 10% of the number of Offered Shares before Extension, i.e. excluding exercise, where applicable, of the Extension Clause and the Over-Allotment Option. The number of Offered Shares under the OPO may be increased or reduced in accordance with the terms and conditions set forth in Article of this Offering Memorandum. Furthermore, the Offer will give priority to the subscription of New Shares. The Initial Sold Shares will therefore be sold under the OPO only after full subscription of said New Shares. Authorised persons, receipt and forwarding of orders The persons authorised to issue orders under the OPO are French nationals or persons resident in France, citizens of an EEA country, mutual funds or legal entities which are French or registered in an EEA country, and which are not, within the meaning of Article L of the French Commercial Code, controlled by entities or individuals from countries other than those belonging to the EEA, subject to the provisions of Article of the Offering Memorandum. Other persons must seek information on the local placement restrictions as stated in Article of this Offering Memorandum. Individuals, legal entities and mutual funds that do not have an account in France that allows the Company s shares to be subscribed or purchased under the OPO, must open such an account with an authorised intermediary for this purpose when placing their orders. The purchase order must be signed by the client or his representative, or in the case of management under mandate, his agent. In the latter case, the manager must: 54

55 - have a mandate containing specific provisions, under the terms of which his client has undertaken, in the case of transactions where each investor is only authorised to place a single purchase order, not to place purchase orders without previously having requested and obtained written confirmation from the manager that he has not placed a purchase order for the same securities under the management mandate; - or take any other reasonable measure aimed at preventing multiple purchase orders (e.g. client informed by the manager that he has placed a purchase order on his behalf and that therefore the client cannot directly place a purchase order of the same kind without having informed him of his decision in writing, before the operation is closed, so that the manager can cancel the corresponding purchase order). Categories of orders that can be issued in response to the OPO Persons wishing to subscribe to the OPO must place their orders with an authorised financial intermediary in France no later than 5 PM (Paris time) on 29 April Pursuant to Article P of Book II of the NYSE Euronext Market Rules relating to specific rules applicable to French regulated markets, orders will be broken down according to the number of shares requested: - A1 order portion: 10 to 200 shares inclusive; - A2 order portion: in excess of 200 shares. The OPO notice of results published by Euronext Paris will show any reductions applied to the orders, given that preferential treatment will be given to A1 order portions over A2 order portions in the event that all the orders cannot be fulfilled. Furthermore: - each order must be for a minimum of ten shares; - each client may only issue a single order; this order may not be split between several intermediaries and must be assigned to a single intermediary; - in the case of a joint account, a maximum of only two orders may be issued; - when the Offered Shares are allocated during the processing of OPO orders, the authorised financial intermediary with whom the orders were placed will not be taken into account; - each member of a tax household may place an order. A minor s order will be placed by his legal guardian; each such order will qualify for the advantages normally attached thereto; any reduction will apply separately to the orders of each of the said members of the tax household; - the amount of each order may not be for a number of shares representing more than 20% of the total number of Offered Shares under the OPO; - in the event that application of the reduction rate(s) does not result in allocation of a whole number of shares, that number will be rounded down to the next lower whole number; 55

56 - orders will be expressed in number of shares with no indication of price and will be deemed to be stipulated at the Offer Price; and - even in the event of reduction, orders will be non-revocable, subject to the information set forth in Article of this Offering Memorandum. Intermediaries authorised in France will forward orders to NYSE Euronext in accordance with the timetable and terms and conditions stated in the OPO opening notice to be published by NYSE Euronext. Orders will be null and void if the Company s press release stating the final terms and conditions of the Offer is not published. Order reduction A1 order portions have priority over A2 order portions; a reduction rate of up to 100% may be applied to A2 order portions in favour of A1 order portions. If the number of Offered Shares is insufficient to cover the applications made for A1 order portions, said applications may be reduced pro rata. The same applies in the case of A2 order portions. In the event that application of the reduction terms and conditions does not result in a whole number of shares, that number will be rounded down to the next lower whole number. Order cancellation Purchase orders received under the OPO are non-revocable even in the event of reduction, subject to the provisions applicable if the timetable is changed, a new price range is set or a price higher than the price range referred to below is set (see Article of this Offering Memorandum). The Offer Price may be freely set below the bottom of the range, and will then be notified to the public in accordance with Article of this Offering Memorandum if there is no significant impact on the other terms of the Offer. If setting the Offer Price below the bottom of the range has no significant impact on the other terms of the Offer, the Offer Price will be announced to the public in a press release issued by the Company and in the notice issued by NYSE Euronext referred to in Article of this Offering Memorandum, both of which are scheduled based on the provisional timetable for 30 April 2013, unless the Offer Price is set early. OPO orders may not be cancelled following this change. However, if setting the Offer Price below the range has a significant impact on the other terms of the Offer, the provisions of Article below will apply. A supplementary memorandum will be submitted for AMF approval. OPO and Global Placement orders will be null and void if the AMF does not endorse said supplementary memorandum. Furthermore, OPO and Global Placement orders placed prior to publication of the supplementary memorandum approved by the AMF may be cancelled during a period of at least two days of trading following said publication. Results of the OPO, reduction and terms and conditions of allocation The results of the OPO will be published in a notice by NYSE Euronext and a press release issued by the Company, both scheduled for 30 April 2013 (except in the event of early closure). 56

57 This notice and this press release will state any reduction rates applied to orders Main characteristics of the Global Placement Duration of the Global Placement The Global Placement will start on 18 April 2013 and end at 5 PM (Paris time) on 29 April If the closing date of the OPO is extended (see Article of the Offering Memorandum), the closing date of the Global Placement may be extended accordingly. The Global Placement may be closed early without prior notice (see Article of the Offering Memorandum). The Offer will give priority to subscription of New Shares. Initial Sold Shares will therefore only be sold under the Offer following full subscription of said New Shares. Persons authorised to issue orders under the Global Placement The Global Placement is mainly targeted at institutional investors in France and specific countries, excluding the United States, Canada, Japan and Australia. Orders that can be placed under the Global Placement Orders will be expressed in number of shares or amount requested. They may include price-related conditions. Receipt and forwarding of orders that can be placed under the Global Placement To be accepted, Global Placement orders must reach one of the Lead Managers and Bookrunners or the Joint Lead Manager no later than 5 PM (Paris time) on 29 April 2013, except in the event of early closure. Only orders at a limited price that is equal to or higher than the Offer Price will be considered in the allocation procedure. Order reduction Global Placement orders may be subject to total or partial reduction. Order cancellation All Global Placement orders may be cancelled at the Lead Manager and Book Runner or the Joint Lead Manager which received the order, up until 5 PM (Paris time) on 29 April Results of the Global Placement The results of the Global Placement will be stated in a notice to be published by NYSE Euronext and a press release to be circulated by the Company no later than 30 April 2013, except in the event of early closure (see Article of the Offering Memorandum) Cancellation/Suspension of the Offer 57

58 The Offer will take place subject to issue by the custodian of the funds of the certificate recording the subscription of New Shares. The Offer may be cancelled by the Company on the Settlement Delivery date if the certificate of the custodian of the funds has not been issued. In the custodian s certificate is not issued, this information will be published in a press release circulated by the Company and a notice circulated by NYSE Euronext. In such case, the Offered Shares will not be admitted to trading on the NYSE Euronext Paris market. If the amount of the New Share subscriptions does not reach at least 75% of the proposed initial capital increase, i.e. an amount between EUR 11.5 million and EUR 14.0 million based on the provisional price range, the Offer will be cancelled and the subscription orders will be null and void Reduction of the Offer See Articles and of the Offering Memorandum for a description of the reduction of orders placed under the Offer Maximum and/or minimum amount of orders See Article of the Offering Memorandum for a description of the minimum and maximum amount of orders that can be placed under the OPO. There is no minimum or maximum limit for Global Placement orders. However, it should be noted that the Offer will give priority to subscription of New Shares. Initial Sold Shares will therefore only be sold under the Offer following full subscription of said New Shares Cancellation of subscription orders See Article of the Offering Memorandum for a description of the cancellation conditions for orders placed under the Offer Payment of funds and terms and conditions of issue of Offered Shares The price of the Offered Shares must be paid in cash by the clients on the date scheduled for Settlement Delivery of the Offer, i.e. 6 May Intermediaries will register the shares to the account of the clients as soon as possible after NYSE Euronext has published the notice of results of the Offer, i.e. based on the provisional timetable, from 30 April 2013 onwards and no later than the Settlement Delivery date, the date of their book entry, i.e. 6 May 2013 based on the provisional timetable Publication of results of the issue The OPO and the Global Placement results will be published in a press release issued by the Company and a notice issued by NYSE Euronext, both scheduled for 30 April 2013 at the latest, except in the event of early closure (see Article of the Offering Memorandum) Preferential subscription rights 58

59 The capital increase implemented on the basis of the Offer will not grant shareholders any preferential subscription rights. 5.2 DISTRIBUTION AND ALLOCATION PLAN FOR NEW SHARES Category of potential investors and restrictions applicable to the Offer Category of potential investors The Offer comprises: - a public offering in France in the form of an open price offer mainly targeting individuals; - a global placement mainly targeting institutional investors comprising: o a placement in France; and o an international private placement in specific countries, notably excluding the United States, Canada, Japan and Australia Restrictions applicable to the Offer Circulation of the Base Document, this Offering Memorandum, the Prospectus summary or any other document or information relating to the Offer and the sale or subscription of Offered Shares by the Company, may be subject to specific regulations in some countries. Persons coming into possession of the above documents must seek information on and comply with any local restrictions. Authorised intermediaries may not accept any purchase orders for Offered Shares from clients with an address located in a country where such restrictions apply, and the orders in question will be deemed to be null and void. Any person (including trustees and nominees) receiving this Offering Memorandum, the Base Document, the Prospectus summary or any other document or information concerning the Offer must only distribute it in, or send it to, such countries in compliance with the laws and regulations applicable locally. Any person who, for any reason whatsoever, sends the above documents, or allows them to be sent, to such countries, must draw the attention of the recipient to the provisions in this section. The Base Document, this Offering Memorandum, the Prospectus summary or any other document or information concerning the Offer may only be distributed outside France in compliance with the laws and regulations applicable locally, and may not constitute an offer to sell or a solicitation of an offer to buy in countries where such an offer breaches the applicable local laws. No measures have been taken with a view to allowing public offering of the shares in any jurisdiction other than France, or the holding or distribution of this Prospectus or any other offer document in a country or territory where specific measures are required for such purpose. Restrictions regarding the United States Ymagis shares have not been registered, and the Company does not intend to register them, under the US Securities Act of 1933, as amended (the "Securities Act"), or with any stock market authority governed by an American state. Accordingly, the Company s shares may not be offered, sold, 59

60 delivered or otherwise sold or transferred in any way whatsoever in the United States, or on behalf of or for the benefit of US persons, except after registration or in connection with operations which are exempt from registration under the Securities Act. Outside the United States, they may only be offered, sold, delivered or otherwise sold or transferred to persons subscribing or purchasing new shares or preferential subscription rights in connection with offshore transactions as defined in, and in accordance with, Regulation S of the US Securities Act. The document does not constitute an offer of securities or any solicitation whatsoever to buy or subscribe new shares or preferential subscription rights in the United States. Accordingly, any person located in the United States who obtains a copy of the Prospectus must disregard it. No communication relating to this offer or any public offering for subscription or sale of the Company s shares may be sent to the United States or addressed to persons residing or present in the United States. In particular, neither the Prospectus (nor any of its components) nor any other offer document relating to the offering of shares may be distributed or circulated by an intermediary or any other person in the United States. Furthermore, until a period of 40 days has elapsed after the opening date of the subscription period, an offer to sell or a sale of the new shares in the United States by an intermediary (whether or not he subscribes to the offer) may constitute a breach of the registration obligations under the US Security Act, if such offer to sell or such sale is made otherwise than under exemption from the registration obligations within the meaning of the US Securities Act. The Company reserves the right to consider as invalid any subscription form: - (i) which appears to the Company or its agents to have been signed or sent from the United States; - (ii) which does not include a guarantee under which the person accepting and/or waiving the subscription form does not have an address located (and is not otherwise located) in the United States; - (iii) where the Company believes that acceptance of such subscription form will constitute a breach of the statutory or regulatory provisions; The Company will not then be obliged to allocate or issue shares or preferential subscription rights in respect of such subscription forms. Restrictions regarding countries in the European Economic Area (apart from France) In the case of member states of the European Economic Area, apart from France, which have transposed the Prospectus Directive into law ( a "Member State"), no action has been taken or will be taken with a view to allowing a public offering of the shares of the Company that necessitates the publication of a prospectus in any of said Member States. Accordingly, the shares of the Company may be offered in said States only: a) to qualified investors, as defined in the Prospectus Directive, in accordance with Article 3.2(a) of the Prospectus Directive; b) to fewer than 100, or if the Member State concerned has transposed the relevant provision of the Amended Prospectus Directive into law, 150, individuals or legal entities (other than qualified investors as defined in the Prospectus Directive), subject to the prior approval of the institutions responsible for placement appointed by the Company for such an offer, in 60

61 accordance with Articles 3.2(b) of the Prospectus Directive and 1.3(a)(i) of the Amended Prospectus Directive; or c) to investors acquiring said shares for a total price of at least EUR 50,000 per investor, or at least EUR 100,000 if the Member State concerned has transposed the relevant provision of the Amended Prospectus Directive into law; or d) in all other cases where the publication of a prospectus is not required under Article 3 of the Prospectus Directive; and provided that none of the offers referred to in paragraphs (a) to (c) above requires publication of a prospectus by the Company or the institutions responsible for placement, in accordance with Article 3 of the Prospectus Directive or a supplement to the prospectus in accordance with Article 16 of the Prospectus Directive. For the purposes of this paragraph, (a) the concept of "public offering" in any Member State means communication in any form and by any means whatsoever of adequate information on the terms and conditions of the offer and on the Offered Shares, such as to enable an investor to decide whether or not to buy or subscribe shares, as amended if necessary by the Member State by any measure transposing the Prospectus Directive into law, (b) the term "Prospectus Directive" means European Parliament and Council Directive 2003/71/EC of 4 November 2003 (as amended, including by the provisions of the Amended Prospectus Directive, after it has been transposed into law in the Member State) and includes any measure transposing said Directive into law in each Member State and (c) the term "Amended Prospectus Directive" means European Parliament and Council Directive 2010/73/EU of 24 November Restrictions regarding the UK The Prospectus has not been approved by an authorised financial advisor under Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), is not a document approved by Section 87 et seq. of the FSMA and has not been filed in the UK. The prospectus does not contain or constitute an invitation or incentive to invest in the UK. The Lead Managers and Bookrunners and the Joint Lead Manager acknowledge: - that they have not forwarded, or had forwarded, and will only forward or have forwarded, invitations or incentives received by them to engage in an investment activity within the meaning of Article 21 of the FSMA and which relate to the issue or sale of New Shares in cases where Article 21(1) of the FSMA does not apply to the Company; and - that they have complied and will continue to comply with all the provisions of the FSMA applicable to all the actions they have taken or will take concerning the Offered Shares, either in the UK, from the UK or in any other circumstances involving the UK. The Prospectus is targeted at and intended solely for (i) persons located outside the UK, (ii) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (iii) high net worth entities which meet the definition of Article 49(2) (a) to (d) ("high net worth entities, non-registered associations, etc.") of the Order or (iv) persons to whom an invitation or incentive to engage in investment activity (within the meaning of Section 21 of the FSMA) may be legally sent (the persons listed in paragraphs (i), (ii) and (iii) being collectively referred to as "Authorised Persons"). The Offered Shares are only intended for Authorised Persons and any invitation, offer or contract relating 61

62 to the purchase or acquisition of the Offered Shares may only be addressed to or entered into with Authorised Persons. Any person other than an Authorised Person must refrain from using or relying on the Prospectus and the information contained therein. Persons responsible for circulating the Prospectus must comply with the statutory provisions concerning circulation of the Prospectus. Restrictions regarding Italy The Prospectus has not been registered with or authorised by the Commissione Nazionale per le Società e la Borsa ( Consob ) in accordance with the Prospectus Directive and Italian securities regulations. Ymagis shares will not be offered or delivered, directly or indirectly, in Italy under a public offering of financial products as defined in Article 1(1)(t) of Legislative Decree no. 58 of 24 February 1998, as amended (the Financial Services Act ). As a result, Ymagis shares may only be offered or delivered in Italy: (a) to qualified investors (investitori qualificati) as defined in Article 100 of the Financial Services Law and by Article 34-ter(1)(b) of Consob regulation no of 14 May 1999, as amended (the "Consob Regulation"); or (b) under the conditions provided for by an exemption to the rules governing public offerings, in accordance with Article 100 of the Financial Services Act and Article 34-ter of the Consob Regulation. Furthermore, and subject to the foregoing, any offer or delivery of Ymagis shares in Italy or any distribution in Italy of copies of the Prospectus or of any other document relating to Ymagis shares under the conditions provided for in paragraphs (a) and (b) above must also be carried out: (i) by an investment firm, bank or financial intermediary authorised to carry out such activities in Italy in accordance with the Financial Services Act, Legislative Decree no. 385 of 1 September 1993 (the Banking Act ) and Consob Regulation no of 29 October 2007, as amended; (j) in compliance with Article 129 of the Banking Act and with the implementing guidelines of the Bank of Italy pursuant to which the Bank of Italy may require certain disclosures on the issue or offer of securities in Italy; and (k) in compliance with any regulations concerning securities, taxation and exchange controls and any other applicable laws and regulation including any other conditions, limitations or restrictions that may be imposed from time to time by the Italian authorities. The Prospectus, any other document relating to Ymagis shares and the information contained therein are intended only for the use of their original recipients. No person resident or located in Italy other than the original recipients of these documents may rely on these documents or their contents. Any person subscribing for Ymagis shares under the offer assumes full responsibility for ensuring that any offering or resale of the Ymagis shares that it has subscribed for under the offer is compliant with all applicable laws and regulations. Article 100-bis of the Financial Services Law limits the transferability of Ymagis shares in Italy in cases where Ymagis shares are placed exclusively with qualified investors and such Ymagis shares are then systematically resold to non-qualified investors on the secondary market at any time in the 12 months following such placement. Should this occur without the publication of a prospectus that meets the requirements of the Prospectus Directive, purchasers of Ymagis shares who are acting 62

63 outside of the normal course of their business or profession shall be entitled, subject to certain conditions, to declare such purchases void and to claim damages from any authorised person at whose premises they purchased Ymagis shares, unless an exemption under the Financial Services Law applies. Restrictions regarding Japan Ymagis shares have not been and will not be registered in Japan under the Securities and Exchange Law of Japan (the Securities and Exchange Law ) and may not be sold or offered, directly or indirectly, in Japan, to a resident of Japan or on behalf of a resident of Japan (it being understood that the term resident refers to any person residing in Japan including any corporation or any other entity subject to Japanese law) or to any other person in connection with a new offering or resale, directly or indirectly, in Japan, to a resident of Japan or on behalf of a resident of Japan except under an exemption from registration or in compliance with the Securities and Exchange Law and any other applicable requirement pursuant to Japanese laws and regulations. Restrictions regarding Canada and Australia No steps have been taken to register or permit a public offering of Ymagis shares to persons located in Canada or Australia. Consequently, the Base Document, this Offering Memorandum, the Prospectus summary and any other document or information relating to the Offering may not be distributed or transmitted in these countries. Shares may not be purchased by any person located in Canada or Australia Intention to subscribe expressed by the Company s main shareholders, members of its administrative, management or supervisory bodies or anyone intending to subscribe for more than 5% of the share capital None, with the exception of planned disposals by the Historical Shareholders under the Offer Pre-allocation disclosure If the level of demand expressed under the OPO so permits, the final number of shares allotted in response to orders under the OPO shall be equivalent to at least 10% of the total number of shares available under the Global Placement, before the exercise, where applicable, of the Extension Clause and the Over-Allotment Option (see paragraphs and hereof) Subscriber notification The results of the Offer will be published in a NYSE Euronext notice on 30 April 2013 and in a Company press release stating any reductions applied to orders. Investors in the OPO will be advised of their allocations by their financial intermediaries. Investors in the Global Placement will be advised of their allocations by the Lead Managers and Bookrunners Extension Clause Depending on the level of demand, the number of shares offered may, at the Company's discretion, be increased by 15% of the aggregate number of New Shares and Initial Sold Shares, i.e. a maximum of 360,000 Additional Sold Shares (the Extension Clause ). 63

64 The decision regarding the exercise of the Extension Clause will be made on 30 April 2013 and will be reported in a Company press release and a NYSE Euronext notice. Additional Sold Shares (resulting from the exercise of the Extension Clause) will be made available to the market at the Offer Price. The distribution of the Additional Sold Shares resulting from the exercise of the Extension Clause among the Historical Shareholders will be as follows: Ymagis Holdings will assign 20% of the Additional Sold Shares, i.e. a maximum of 72,000 Additional Sold Shares; The combined OTC funds will assign 40% of the Additional Sold Shares, i.e. a maximum of 144,000 Additional Sold Shares; The combined Odyssée Venture funds will assign 40% of the Additional Sold Shares, i.e. a maximum of 144,000 Additional Sold Shares. The sales of Additional Sold Shares described above will be carried out concurrently by each of the Historical Shareholders concerned Over-Allotment Option In order to cover any over-allotment and to facilitate stabilisation activities, an Over-Allotment Option for a maximum of 15% of the aggregate number of New Shares, Initial Sold Shares and Additional Sold Shares, representing a maximum of 414,000 Supplementary Shares, will be granted by the Historical Shareholders to the Lead Managers and Bookrunners acting on their own behalf and on behalf of the Joint Lead Manager (the Over-Allotment Option ). This Over-Allotment Option may be implemented by the Lead Managers and Bookrunners after the exercise, where applicable, of the Extension Clause described above. The distribution of the Supplementary Shares arising from the exercise of the Over-Allotment Option among the potential assignors will be as follows: Ymagis Holdings will assign 20% of the Supplementary Shares, i.e. a maximum of 82,800 Supplementary Shares; The combined OTC funds will assign 40% of the Supplementary Shares, i.e. a maximum of 165,600 Supplementary Shares; The combined Odyssée Venture funds will assign 40% of the Supplementary Shares, i.e. a maximum of 165,600 Supplementary Shares. The assignments of Supplementary Shares described above will be carried out concurrently by each of the Historical Shareholders concerned. In any event, the Over-Allotment Option may not exceed 15% of the total Offering after the exercise, if any, of the Extension Clause. 64

65 Such Over-Allotment Option may be exercised, in whole or in part, at the Offer Price, for a period of 30 calendar days from the subscription closing date, i.e. up to 30 May 2013 (based on the provisional timetable). If the Over-Allotment Option is exercised by the Lead Managers and Bookrunners, the Supplementary Shares will be sold to them at the Offer Price, which will be below market value. 5.3 DETERMINATION OF THE SUBSCRIPTION PRICE Method for determining the Offer Price Price of the Offered Shares The price of the Offered Shares under the OPO will be equal to the price of the Offered Shares under the Global Placement (the "Offer Price"). The Company s Board of Directors is scheduled to set the Offer Price on 30 April 2013, provided that this date may be deferred if market conditions and the results of the book building process are such that the Offer Price cannot be satisfactorily determined. The date for determining the Offer Price may also be brought forward if the OPO and the Global Placement close ahead of time. The Offer Price shall be determined by the Company s Board of Directors based on the level of investor demand relative to the number of shares available using the technique known as "book building" in accordance with common industry practice. This comparison of supply and demand will be based in particular on the following market parameters: - capacity of the canvassed investors to ensure the orderly development of the secondary market; - the order in which investors buy orders are received; - the quantities requested; and - the price sensitivity of investor demand. The Offer Price may lie within the range of 7.65 euros and 9.35 euros per share. This range was determined and approved by the Company s Board of Directors at its meeting on 16 April 2013 and may be amended at any time including the day on which the Offer Price is due to be set under the conditions provided for in paragraph hereof. This information is purely indicative and in no way prejudges the Offer Price, which may be set outside this range under the conditions set out in paragraph hereof. This indicative price range was approved by the Company s Board of Directors, based on market conditions prevailing on the date of its decision. If the pricing falls outside the indicative price range, investors may refer to paragraph hereof for further details on the process for the disclosure of the Offer Price and any changes to the Offer parameters. The Note d Operation contains information concerning the following valuation methods: 65

66 - the method known as peer group which consists in comparing the Company with listed companies acting in its business area according to close business models; and - The discounted cash flow method which consists in valuing the Company based on its future cash flows. Elements factored into the price range The Company has not disclosed any forward-looking information to the financial community, including financial analysts, in preparing its planned initial public offering, and currently has no plans to provide the financial market with any business projections. The indicative price range was determined by the Company and its shareholders in accordance with standard industry practice following a process in which consideration was given to a series of factors including investor perception of the Company and the current state of the financial markets. The indicative price range as proposed herein and which was set by the Company s Board of Directors, represents a market capitalisation of between EUR 38.1 million and EUR 46.6 million before the capital increase from the Offer but after Early Redemption of Convertible Bonds and between EUR 53.4 million and EUR 65.3 million after the capital increase from the Offer and after Early Redemption of Convertible Bonds. This indicative price range is consistent with the results obtained through valuation methods commonly employed in standard industry practice for IPO projects. The results of these methods are summarised below: Market comparables A market comparable is presented below on a purely indicative basis. This information in no way prejudges the Offer Price. The Offer Price used will be obtained through the process described in paragraph Price of the Offered Shares hereof. Market comparables are generally presented in order to compare a company's multiples with those of listed companies from the same sector of a similar size and with comparable business profiles and underlying markets. Only one company is comparable to Ymagis: Cinedigm Digital Cinema Corp. (formerly Access IT), which is listed on the Nasdaq. A forerunner in the use of the VPF model in the United States, Cinedigm currently provides an extensive offering for exhibitors, having sold its distributor services businesses to Technicolor. At the end of December 2012, Cinedigm announced that it had reached 12,243 digital screen signings (11,697 of which were installed) with 269 exhibitors or exhibitor networks. This screen network is mainly installed across the United States, but is also present in Canada and the Caribbean. Cinedigm is continuing its expansion by introducing its services and software activities to the Australian and New Zealand markets. It has agreements with over 100 distributors, including the US majors. For the period ended 31 March 2012, its annual consolidated revenue was $76.6 million, its Ebitda was $58 million and its operating income was $15.2 million (source: annual report filed with the SEC). 66

67 The results obtained through this method are consistent with the selected indicative price range. Discounted cash flow The discounted cash flow method assesses the Company s intrinsic value, taking account of its medium-term prospects for development. The results obtained through the Company s use of this method are consistent with the selected indicative price range. Based on the mid-point price range and consolidated financial statements at Dec 31th 2012, and before the increase of capital from the Offer described in the present Note d operation, thr resulting ratios are as follow: EV/ Revenues = 2.1x EV/ current operating result= 14x Process for the Disclosure of the Offer Price and any changes to the Offer parameters Date for determining the Offer Price Possible changes in schedule The final Offer Price is due to be set by the Company s Board of Directors on 30 April 2013, provided that this date may be deferred if market conditions and the results of the book building process are such that the Offer Price cannot be satisfactorily determined. In this case, the new closing date for the Global Placement and the OPO and the new date for determining the Offer Price will be published in a notice from NYSE Euronext and a press release issued by the Company no later than the day before the original closing date of the OPO (without prejudice to the provisions relating to changes to the closing date of the Global Placement and the OPO in the event of changes to the price range, the pricing of the Offer outside of the range or in the event of changes to the number of Offered Shares under the Offer). OPO orders placed prior to the release of the aforementioned notice from NYSE Euronext and the Company press release will be maintained unless they have been expressly cancelled prior to the new closing date for the OPO (inclusive) Disclosure of the Offer Price and the number of Offered Shares The Offer Price and the final number of Offered Shares are scheduled to be made public no later than 30 April 2013 in a notice published by NYSE Euronext and a press release issued by the Company Changes to the range, pricing of the Offer outside of the range and changes to the number of Offered Shares Changes resulting in the revocability of orders issued under the OPO: pricing of the Offer above the upper limit of the price range 67