The FIGEAC AÉRO Group (ticker: FGA) (the "Company"), a leading partner for the major aerospace manufacturers, announces the convening of the extraordinary general meeting of shareholders pursuant to the terms of the agreement on the improvement of its financial structure announced on April 5, 2022 (the "Agreement"), the postponement of the general meeting of holders of bonds and the extension of the period of partial redemption of bonds with an option to repay in cash and/or in new and/or existing shares.
Convening of the extraordinary general meeting of shareholders
In accordance with the indicative timetable set out in the press release published on April 5, 2022, the Company announces that the extraordinary general meeting of shareholders will be held on first notice on May 20, 2022 at 11 a.m. at the Company's registered office located at Z.I. de l'Aiguille - 46100 FIGEAC. A meeting notice was published today for this purpose in the Bulletin des Annonces Légales Obligatoires.
Shareholders will be asked to vote on the following agenda:
- Amendments to the terms of the net share settled bonds convertible into new shares and/or exchangeable for existing shares issued on October 18, 2017 (the "ORNANE") - Amendment to the conversion ratio;
- Amendments to the terms of the 10th, 11th and 15th resolutions approved by the general meeting of shareholders of September 29, 2017, as part of the Modifications of the characteristics of the ORNANE;
- Delegation of competence granted to the board of directors for the purpose of deciding on the issuance of shares, with cancellation of the shareholders' preferential subscription right in favour of named beneficiaries;
- Cancellation of the preferential subscription right of the shareholders for the purpose of the third resolution of the general meeting in favour of Tikehau Ace Capital or any affiliate of Tikehau Ace Capital;
- Delegation of competence to the board of directors to proceed with the issuance reserved to employees who are members of a company savings plan, with cancellation of the preferential subscription right to the benefit of the latter, of shares and/or securities giving access to new shares of the Company in accordance with Article L. 225-138-1 of the French Commercial Code.
As announced in the press release dated April 5, 2022, the completion of the share capital increase reserved to Tikehau Ace Capital on the basis of the 3rd and 4th resolutions above would be accompanied by a change in the composition of the Company's Board of Directors (in line with the recommendations of the Middlenext Code). A complementary notice will be published in the Bulletin des Annonces Légales Obligatoires in the coming days in order to amend the agenda and the draft resolutions of the general meeting of shareholders to insert certain additional resolutions for this purpose.
The Company reminds that the approval of all resolutions n°1 to 4 put to the vote of the extraordinary general meeting of shareholders on May 20, 2022 is one of the conditions for the implementation of the improvement of the Company's financial structure as described in the press release dated April 5, 2022.
Postponement of the general meeting of holders of ORNANEs and extension of the partial buy-back period of ORNANEs
The Company announces that due to technical considerations, the general meeting of holders of ORNANEs to be held on April 26, 2022 at 11 a.m. at the Company's registered office located at Z.I. de l'Aiguille - 46100 FIGEAC, is postponed to May 9, 2022 at 11 a.m. A new convening notice will be published for this purpose in the Bulletin des Annonces Légales Obligatoires in the coming days.
The agenda will remain unchanged, however the draft resolution n°1 put to the vote will be slightly amended.
Accordingly, the voting forms and proxy forms received in connection with the original draft resolutions will not be taken into account. Holders of ORNANEs who have already sent their voting forms or proxy forms will therefore be invited to resend their voting forms or proxy forms by referring to the draft resolutions as amended, so that they can be taken into account.
The Company reminds that the approval of all the resolutions put to the vote of the general meeting of holders of ORNANEs is one of the conditions for the implementation of the improvement of the Company's financial structure as described in the press release dated April 5, 2022.
The Company also specifies that holders of ORNANEs who would be interested in the partial buy-back referred to in the press releases of April 5 and 11, 2022 may contact the Company or CIC Market Solutions until the date of the general meeting of holders of ORNANEs as postponed, i.e. May 9, 2022 at 11 a.m. at the latest.
ABOUT FIGEAC AÉRO
The FIGEAC AÉRO Group, a leading partner of major aerospace manufacturers, specialises in producing light alloy and hard metal structural parts, engine parts, landing gear and sub-assemblies. FIGEAC AÉRO is a global group operating in France, the USA, Morocco, Mexico, Romania and Tunisia. The Group generated annual revenue of €204.6 million in the year to 31st March 2021.
| FIGEAC AÉRO Jean-Claude Maillard - Chairman and Chief Executive Officer Tel.: +33 (0)5 65 34 52 52 Camille Traineau Corporate Development Director Institutional Relations / IR Tel.: +33 (0)5 81 24 61 90 / camille.traineau@figeac-aero.com | ACTUS Finance & Communication Corinne Puissant - Analyst/Investor Relations Tel.: +33 (0)1 53 67 36 77 / cpuissant@actus.fr Manon Clairet - Press Relations Tel.: +33 (0)1 53 67 36 77 / mclairet@actus.fr |
DISCLAIMER
This press release contains forward-looking statements about FIGEAC AÉRO and in particular forward-looking statements relating to FIGEAC AÉRO's ability to implement its operational optimization plan and the impact of this plan on FIGEAC AÉRO's ability to limit the impact of the significant decline in activity related to the Covid-19 crisis on the Group's profitability. The use of certain words, such as "believe", "potential", "hope", "should", "objective" and other similar expressions or expressions, is intended to identify these forward-looking statements. Although the Company believes that its projections are based on current reasonable assumptions and expectations of its management, these forward-looking statements may be affected by a number of known or unknown hazards and uncertainties, which could result in results materially different from those described, induced or anticipated, expressly or implicitly, in such forward-looking statements. These hazards and uncertainties include, in particular, aircraft production rates emanating from manufacturers. In addition, while the Company's results, performance, financial condition and liquidity and the development of the industry in which it operates are consistent with such forward-looking statements, they are not predictive of future results or developments. These forward-looking statements speak only as of the date this document is made. Subject to applicable regulations, the Company makes no commitment to update or revise the information contained in this press release, whether as a result of new information, future events or otherwise. Forward-looking statements and statements are not guarantees of future performance and are subject to various risks and uncertainties, many of which are difficult to predict and are generally beyond the control of FIGEAC AÉRO.
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