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Technicolor: Notification of availability of the Prospectus

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TECHNICOLOR
TECHNICOLOR

PRESS RELEASE

Prospectus relating to the listing of Technicolor Creative Studios (TCS) in connection with the distribution of 65% of TCS now available on Technicolor’s website.
Technicolor Creative Studios admission to trading expected to occur on September 27, 2022

Technicolor adjusted illustrative information for the Financial Year 2021

Paris (France), August 1st, 2022Technicolor SA (Euronext Paris: TCH; OTCQX: TCLRY “ Technicolor”) today announced that the Autorité des Marché Financiers (“AMF”) has approved the prospectus prepared by Technicolor Creative Studios (“TCS”) in connection with the admission of TCS shares to trading on the regulated market of Euronext in Paris as part of the distribution of 65% of TCS shares by Technicolor to its shareholders (the “Distribution”).

The prospectus is now available on the websites of Technicolor (https://www.technicolor.com/investor-center) and Technicolor Creative Studios (https://www.technicolorcreative.com/investors/).

Technicolor’s Distribution to its shareholders (other than the Technicolor company itself) of TCS shares will take the form of an exceptional distribution in kind of share issuance premiums subject to a ratio of one (1) TCS share for every (1) Technicolor share held.

The allotment of shares in TCS will be subject to shareholder approval at the ordinary part of the combined general meeting of Technicolor shareholders due to take place on September 6, 2022, of the second resolution relating to the exceptional distribution in kind by way of allotment of TCS shares.

The documents relating to the general meeting of Technicolor shareholders will be available on the dedicated web page of the Technicolor website.

As mentioned in the prospectus:
- The technical reference price of TCS shares is expected to be announced on September 26, 2022 by Euronext Paris after market closure;
- The admission of the TCS shares to trading on Euronext Paris and the ex-date (detachment) of the Distribution in kind will take place on September 27, 2022;
- The date for determining the beneficiaries of the Distribution in kind (record date), taking into account the orders executed during the day of September 26, 2022 (included), shall be September 28, 2022; and
- Payment of the Distribution in kind (delivery and account registration of the TCS shares allotted as part of the Distribution) will take place on September 29, 2022.

For information on the tax treatment of the Distribution in kind, shareholders of Technicolor are invited to read the prospectus approved by the AMF.

Copies of the prospectus in English language, approved by the AMF on August 1, 2022 under number 22-331, are available free of charge and upon request at the company’s registered office, 8-10 rue du Renard, 75004 Paris, France, or on the websites of the AMF (https://www.amf-france.org), Technicolor (https://www.technicolor.com/fr/relations-investisseurs) and Technicolor Creative Studios (https://www.technicolorcreative.com/investors/).
Potential investors in TCS are invited to consult the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in TCS shares. In particular, investors’ attention is drawn to the risk factors relating to TCS described in Chapter 3 of the prospectus.

The Technicolor adjusted 2021 financial information presented in the Appendix have been prepared to reflect the impact that the Distribution and refinancing operations would have had on Technicolor's consolidated financial statements if they had occurred on January 1, 2021.

This adjusted financial information has been prepared based on the Technicolor 2021 consolidated financial statements published in accordance with International Financial Reporting Standards (IFRS).

This adjusted financial information is presented for illustrative purposes only and therefore is not indicative of the results and financial position that Technicolor would have reported had the Distribution actually occurred on January 1, 2021. This adjusted financial information has not been audited or reviewed by the Technicolor’s statutory auditors, nor has any report been issued by the latter, and is therefore presented for reference purposes only and should not be considered as binding on the Technicolor.

###

ANNEX

Adjusted Illustrative Information for the Financial Year 2021

Adjusted illustrative Information below presents the Technicolor group 2021 accounts (to be renamed Vantiva subject to the September 6th EGM approval) as if the Spin-off and refinancing operations had occurred on January 1st 2021, therefore presenting the Vantiva group based on its future scope and debt structure.

These accounts have not been audited and are presented for illustrative purposes only and cannot be considered as predictive of the consequences of the operation in progress.

In order to prepare these illustrative financial statements, here are the main assumptions:

  • €300m Mandatory Convertible bond (MCN) approved, raised and converted

  • €375m Vantiva private debt issued

  • €623m TCS private debt issued

  • €1,035m Repayment of Safeguard debt (estimated to be €1.1 bn as of end of September 2022)

  • Distribution of 65% of TCS shares (Spin-off)

  • Vantiva’s 35% stake in TCS in the process of being sold

Key accounting adjustments of the Spin-off:

  • Financial elements of the TCS Group have been carved-out

  • The loss of control results in a net gain on distribution presented in discontinued operations in accordance with IFRS 5

  • In accordance with IFRIC 17, this gain on distribution is equal to the difference between the fair value of the distribution in kind and the carrying amount of the equity distributed. This fair value is credited in P&L but debited in the retained earnings in the Balance sheet, so that net impact in equity is the carrying amount of the net equity of TCS distributed

  • The fair value of TCS used in these adjusted illustrative statements has been computed using the Enterprise value from the independent appraiser adjusted for debt and debt-like elements and is not predictive of the fair value that will be retained in the Full Year Vantiva Financial Statements and that will be measured using the future TCS share price after listing

  • The shares representing 35% of the share capital of TCS which will not be distributed are revalued at fair value (€383m based on the independent appraiser valuation) and reclassified as asset held for sale

Refinancing accounting assumptions:

  • The capital increase through conversion of the Mandatory convertible note (€300m) is recognized in Equity and the Financing cash-flows for an amount net of estimated fees of €287m

  • The new Vantiva private debt (€375m) is recognized net of issuance premiums and fees, which are amortized in one year based on the assumption of an early repayment in 2022 depending on the sale of the 35% stake in TCS

  • Part of the funds raised from the TCS private debt (in these adjusted illustrative financial statements €566m out the €623m) will fund Vantiva (through repayment of intra-group debt and TCS legal structuring)

  • Repayment of the Safeguard Debt shown here is €1,035m versus an expected €1.1bn and excludes the PIK interest accrued between January 21th, 2021 and September 22nd, 2022 nor the change in conversion rate between the euro and US dollar.

Other elements

  • Transaction fees non directly accounted in debt or equity were estimated at around €36m were booked for €28m in Discontinued activities and €8m in the Other financial expenses

  • One-off costs linked to the separation are presented in Other income (expense)

  • Neither the dyssynergies (as costs), nor the income from the transaction services reinvoicing have been recorded here

  • Trademark Licensing activities have been presented in discontinued activities in the P&L and as asset held for sale in the Balance sheet to reflect their disposal in 2022

  • Interest expense in the Adjusted Illustrative accounts includes a €86m reversal of the IFRS adjustment on the Safeguard debt

   

ADJUSTED ILLUSTRATIVE STATEMENT OF OPERATIONS

 

 

Year ended December 31, 2021

(€ in million)

 

Technicolor accounts (published)

 

Adjustments

 

Vantiva accounts (illustrative)

 

 

 

 

 

 

 

CONTINUING OPERATIONS

 

 

 

 

 

 

Revenue

 

2,898

 

(647)

 

2,251

Cost of sales

 

(2,494)

 

517

 

(1,977)

Gross margin

 

404

 

(130)

 

274

 

 

 

 

 

 

 

Selling and administrative expenses

 

(263)

 

81

 

(182)

Research and development expenses

 

(84)

 

1

 

(84)

Restructuring costs

 

(37)

 

6

 

(31)

Net impairment losses on non-current operating assets

 

(5)

 

2

 

(2)

Other income (expense)

 

14

 

(9)

 

5

Earnings before Interest & Tax (EBIT) from continuing operations

 

30

 

(49)

 

(19)

 

 

 

 

 

 

 

Interest income

 

-

 

-

 

-

Interest expense

 

(126)

 

(44)

 

(171)

Other financial income (expense)

 

-

 

-

 

-

Net financial expense

 

(127)

 

(44)

 

(171)

 

 

 

 

 

 

 

Share of gain (loss) from associates

 

0

 

-

 

0

Income tax income (expense)

 

(24)

 

10

 

(15)

Loss from continuing operations

 

(121)

 

(83)

 

(204)

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

Net gain (loss) from discontinued operations

 

(19)

 

947

 

928

 

 

 

 

 

 

 

Net loss for the year

 

(140)

 

864

 

724

 

 

 

 

 

 

 

Attribuable to :

 

 

 

 

 

 

- Equity holders

 

(140)

 

864

 

724

- Non-controlling interest

 

-

 

-

 

-

These accounts have not been audited and are presented for illustrative purposes only and cannot be considered as predictive of the consequences of the operation in progress.

ADJUSTED ILLUSTRATIVE STATEMENT OF CASH FLOWS

 

 

Year ended December 31, 2021

(€ in million)

 

Technicolor accounts (published)

 

Adjustments

 

Vantiva accounts (illustrative)

Net income (loss)

 

(140)

 

864

 

724

Income (loss) from discontinuing activities

 

(19)

 

947

 

928

Profit (loss) from continuing activities

 

(121)

 

(83)

 

(204)

Summary adjustments to reconcile profit from continuing activities to cash generated from continuing operations

 

 

 

 

 

 

Depreciation and amortization

 

222

 

(83)

 

138

Impairment of assets

 

1

 

3

 

3

Net changes in provisions

 

(53)

 

(1)

 

(55)

Gain (loss) on asset disposals

 

(29)

 

8

 

(21)

Interest (income) and expense

 

126

 

44

 

171

Other items (including tax)

 

29

 

(23)

 

6

Changes in working capital and other assets and liabilities

 

(81)

 

(20)

 

(101)

Cash generated from continuing activities

 

93

 

(156)

 

(63)

Interest paid on lease debt

 

(15)

 

11

 

(4)

Interest paid

 

(49)

 

19

 

(30)

Interest received

 

0

 

(0)

 

0

Income tax paid

 

(16)

 

0

 

(16)

NET OPERATING CASH GENERATED FROM CONTINUING ACTIVITIES (I)

 

14

 

(126)

 

(112)

Acquisition of subsidiaries, associates and investments, net of cash acquired

 

(0)

 

0

 

(0)

Proceeds from sale of investments, net of cash

 

27

 

(27)

 

0

Purchases of property, plant and equipment (PPE)

 

(45)

 

12

 

(33)

Proceeds from sale of PPE and intangible assets

 

2

 

(2)

 

0

Purchases of intangible assets including capitalization of development costs

 

(52)

 

16

 

(36)

Cash collateral and security deposits granted to third parties

 

(10)

 

2

 

(8)

Cash collateral and security deposits reimbursed by third parties

 

12

 

(1)

 

11

NET INVESTING CASH USED IN CONTINUING ACTIVITIES (II)

 

(67)

 

0

 

(66)

Increase of Capital

 

0

 

287

 

287

Net contributions from / (distributions to) TCS

 

-

 

5

 

5

Proceeds from borrowings

 

0

 

375

 

375

Repayments of lease debt

 

(62)

 

34

 

(29)

Repayments of borrowings

 

(1)

 

(1,035)

 

(1,035)

Fees paid in relation to financing operations

 

(2)

 

(33)

 

(35)

Other

 

(4)

 

-

 

(4)

NET FINANCING CASH USED IN CONTINUING ACTIVITIES (III)

 

(68)

 

(367)

 

(435)

 

 

 

 

 

 

 

NET CASH FROM DISCONTINUED ACTIVITIES (IV)

 

(29)

 

552

 

524

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT THE BEGINING OF THE YEAR

 

330

 

(28)

 

301

Net increase (decrease) in cash and cash equivalents (I+II+III+IV)

 

(149)

 

60

 

(90)

Exchange gains / (losses) on cash and cash equivalents

 

16

 

(16)

 

(0)

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

 

196

 

15

 

211

These accounts have not been audited and are presented for illustrative purposes only and cannot be considered as predictive of the consequences of the operation in progress.

ADJUSTED ILLUSTRATIVE STATEMENT OF FINANCIAL POSITION

 

 

 

Year ended December 31, 2021

 

(€ in million)

 

Technicolor accounts (published)

 

Adjustments

 

Vantiva accounts (illustrative)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Goodwill

 

773

 

(188)

 

585

 

Intangible assets

 

510

 

(328)

 

182

 

Property, plant and equipment

 

162

 

(68)

 

93

 

Right-of-use assets

 

143

 

(96)

 

47

 

Other operating non-current assets

 

35

 

(18)

 

17

TOTAL OPERATING NON-CURRENT ASSETS

 

1,622

 

(698)

 

924

 

 

 

 

 

 

 

 

 

Non-consolidated investments

 

20

 

(1)

 

19

 

Other financial non-current assets

 

38

 

(12)

 

25

TOTAL FINANCIAL NON-CURRENT ASSETS

 

58

 

(13)

 

45

 

 

 

 

 

 

 

 

 

Investments in associates and joint-ventures

 

1

 

0

 

2

 

Deferred tax assets

 

50

 

(33)

 

16

TOTAL NON-CURRENT ASSETS

 

1,730

 

(744)

 

987

 

 

 

 

 

 

 

 

 

Inventories

 

335

 

(0)

 

335

 

Trade accounts and notes receivable

 

359

 

(64)

 

295

 

Contract assets

 

94

 

(76)

 

18

 

Other operating current assets

 

243

 

(29)

 

214

TOTAL OPERATING CURRENT ASSETS

 

1,031

 

(170)

 

861

 

 

 

 

 

 

 

 

 

Income tax receivable

 

13

 

(6)

 

8

 

Other financial current assets

 

26

 

(1)

 

25

 

Cash and cash equivalents

 

196

 

15

 

211

 

Assets classified as held for sale

 

3

 

422

 

424

TOTAL CURRENT ASSETS

 

1,268

 

261

 

1,529

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

2,999

 

(483)

 

2,516

These accounts have not been audited and are presented for illustrative purposes only and cannot be considered as predictive of the consequences of the operation in progress.

 

 

 

Year ended December 31, 2021

 

(€ in million)

 

Technicolor accounts (published)

 

Adjustments

 

Vantiva accounts (illustrative)

 

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

Invested equity and retained earnings

 

532

 

(28)

 

504

 

Cumulative translation adjustment

 

(399)

 

556

 

157

Shareholders equity attributable to owners of the parent

134

 

528

 

662

 

 

Non-controlling interests

 

-

 

0

 

0

TOTAL INVESTED EQUITY

 

134

 

527

 

662

 

 

 

 

 

 

 

 

 

Retirement benefits obligations

 

261

 

(5)

 

256

 

Provisions

 

35

 

(3)

 

31

 

Contract liabilities

 

-

 

1

 

1

 

Other operating non-current liabilities

 

19

 

(12)

 

7

TOTAL OPERATING NON-CURRENT LIABILITIES

 

315

 

(20)

 

296

 

 

 

 

 

                    

 

 

 

Borrowings

 

1,025

 

(1,023)

 

2

 

Lease liabilities

 

145

 

(106)

 

39

 

Other non-current liabilities

 

0

 

(0)

 

0

 

Deferred tax liabilities

 

20

 

(14)

 

6

TOTAL NON-CURRENT LIABILITIES

 

1,505

 

(1,163)

 

343

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefits obligations

 

34

 

(0)

 

34

 

Provisions

 

44

 

(7)

 

37

 

Trade accounts and notes payable

 

671

 

(38)

 

634

 

Accrued employee expenses

 

147

 

(63)

 

84

 

Contract liabilities

 

81

 

(78)

 

4

 

Other operating current liabilities

 

284

 

(21)

 

263

TOTAL OPERATING CURRENT LIABILITIES

 

1,263

 

(207)

 

1,056

 

 

 

 

 

 

 

 

 

Borrowings

 

17

 

372

 

389

 

Lease liabilities

 

48

 

(28)

 

19

 

Income tax payable

 

29

 

11

 

40

 

Other financial current liabilities

 

3

 

1

 

3

 

Liabilities classified as held for sale

 

-

 

4

 

4

TOTAL CURRENT LIABILITIES

 

1,360

 

152

 

1,512

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

2,865

 

(1,010)

 

1,855

 

 

 

 

 

 

 

 

TOTAL EQUITY & LIABILITIES

 

2,999

 

(483)

 

2,516

These accounts have not been audited and are presented for illustrative purposes only and cannot be considered as predictive of the consequences of the operation in progress.

Warning: Legal Disclaimer

This press release has been prepared by Technicolor SA (“TSA”) in the context of the contemplated spin-off of Technicolor Creative Studios (“TCS” or the “Company”) as a result of which TSA ex-TCS is to become Vantiva. This press release is an advertisement and does not constitute a prospectus under Regulation (EU) 2017/1129 of the European parliament and of the council of 14 June 2017 (the “Prospectus Regulation”).

The distribution of this press release and the distribution of the shares of the Company may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This press release is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this press release in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.
The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Any purchase or subscription of shares of the Company should be made solely on the basis of the information contained in the prospectus relating to the admission of TCS shares on the regulated market Euronext Paris published on the website of TSA and TCS once approved by the AMF.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
France
In France, a public offering of securities may only be conducted on the basis of a prospectus approved by the AMF.
European Economic Area and United Kingdom
With respect to member states of the European Economic Area (“EEA”) other than France (each, a “Member State”) and the United Kingdom (together, the “Concerned States”), no action has been undertaken or will be undertaken to make an offer to the public of the shares of the Company requiring a publication of a prospectus in any Concerned State. As a result, this press release may only be distributed in Member States: a) to legal entities which are qualified investors, as defined in the Prospectus Regulation, for any investor in a Member State, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom; b)to fewer than 150 natural or legal persons (other than qualified investors as defined by the Prospectus Regulation or the UK Prospectus Regulation, as the case may be); or c) in circumstances falling within Article 1(4) of the Prospectus Regulation or in the other case which does not require the publication of a prospectus pursuant to the Prospectus Regulation, the UK Prospectus Regulation and/or applicable regulation in these Concerned States.
United Kingdom
This press release does not constitute an offer of the Securities to the public in the United Kingdom. The distribution of this press release is not made, and has not been approved, by an “authorised person” within the meaning of section 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or (iii) are high net worth entities and other persons to whom it may be lawfully communicated falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (all such persons mentioned in paragraphs (i), (ii) and (iii) collectively being referred to as Relevant Persons”). The Securities will only be available to Relevant Persons and any invitation, offer or agreement to subscribe, purchase or acquire such Securities may be addressed or engaged in only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
United States of America
This press release does not constitute or form a part of any offer of Securities or solicitation to purchase or subscribe for Securities in the United States. The Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The shares of the Company have not been and will not be registered under the U.S. Securities Act and the Company does not intend to make a public offer of its securities in the United States.
Canada, Australia and Japan
The Securities may not be offered or sold in Canada, Australia, South Africa and Japan.

Warning: Forward Looking Statements

This press release contains certain statements that constitute "forward-looking statements", including but not limited to statements that are predictions of or indicate future events, trends, plans or objectives, based on certain assumptions or which do not directly relate to historical or current facts. Such forward-looking statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the future results expressed, forecasted, or implied by such forward-looking statements. For a more complete list and description of such risks and uncertainties, refer to Technicolor’s filings with the French Autorité des marchés financiers. 2021 Universal Registration Document (Document d’enregistrement universel) has been filed with the French Autorité des marchés financiers (AMF) on April 5, 2022, under number D-22-0237 and an amendment to the 2021 URD has been filed with the AMF on April 29, 2022, under number D-22-0237-A01.

###

About Technicolor:

www.technicolor.com

Technicolor shares are admitted to trading on the regulated market of Euronext Paris (TCH) and are tradable in the form of American Depositary Receipts (ADR) in the United States on the OTCQX market (TCLRY).

Investor Relations

Media

Alexandra Fichelson

Alexandra.fichelson@technicolor.com

Catherine Kuttner

catherine.kuttner@technicolor.com

Nathalie Feld

nfeld@image7.fr

 

 

                

Attachment