Regulatory News:
Xilam Animation (Paris:XIL), Academy Award®-nominated
French animation studio, has successfully completed a capital
increase with preferential subscription rights to raise
€3,683,621.25 in cash by issuing 982,299 new shares at a unit price
of €3.75.
The funds raised will allow the company to optimise its
financial structure by rebalancing its balance sheet to improve its
debt ratio to offset the rising cost of borrowing and more
demanding lending conditions.
Subscription demand by the end of the offer period totalled
1,067,608 shares, representing 108.7% of the initial amount,
distributed as follows:
- 638,171 shares based on existing holdings
(irreducible);
- 429,437 additional subscriptions
(reducible).
All subscriptions on an irreducible basis will be fulfilled.
Subscriptions on a reducible basis will be filled for 344,128
shares. The reduction coefficient is 0.179647990 and the allocation
scale for shares subject to reduction will be published in a
Euronext notice.
This led to a gross transaction value of €3.68 million,
resulting in the creation of 982,299 new shares at €3.75 per share,
corresponding to 100% of the number of shares initially
offered.
The company's share capital following the capital increase will
amount to €589,379.90 split between 5,893,799 shares, each with a
par value of €0.10.
New shares are scheduled for settlement-delivery and admission
to trading in Compartment B of the Euronext Paris market on 12
January 2024. They will be directly assimilated into existing Xilam
shares, already traded on Euronext Compartment B under ISIN
FR0004034072, with the ticker symbol XIL.
Dilution for shareholders who did not exercise their
subscription rights represents 16.7%.
LEGAL FRAMEWORK FOR THE OFFERING
This capital increase through the issuance of new shares with
preferential subscription rights was decided on 12 December 2023 by
the Chief Executive Officer, following the sub-delegation of powers
to him by the Board of Directors at its meeting on 12 December
2023, in accordance with the delegation of authority granted by the
15th resolution adopted at the Annual General Meeting of
shareholders on 23 June 2022.
Marc du Pontavice—a direct and indirect shareholder through MDP
Audiovisuel (421 603 473 RCS Créteil) and Xilam Group (539 985 788
RCS Créteil) (Marc du Pontavice, MDP Audiovisuel and Xilam Group,
collectively referred to as the "Concert")—had made clear
his intention to underwrite the capital increase up to 75% of its
anticipated amount in the event that other Company shareholders did
not subscribe to the offering.
On completion of the capital increase, the Concert, whose
holdings in equity securities were between 30% and half of the
Company's share capital, was thus in a position to increase its
shareholding by at least 1% of Company's total equity securities
within less than twelve consecutive months, which would have
triggered an obligation to file a public offer in accordance with
Article 234-5 of the AMF General Regulation.
Furthermore, following the capital increase, MDP Audiovisuel,
which individually held theoretical voting rights representing
between 30% and half of the total voting rights of the Company, was
thus in a position to increase its theoretical voting rights by at
least 1% of the total theoretical voting rights of the Company
within less than twelve consecutive months and exceed the threshold
of 30% of the Company's share capital, triggering the requirement
to file a mandatory public offer in accordance with Articles 234-2
and 234-5 of the AMF General Regulation.
On 12 December 2023, the Autorité des Marchés Financiers
(“AMF”) granted the Concert a waiver from the obligation to
file a mandatory public offer following the threshold crossings
resulting from its subscription to the capital increase, in
accordance with the provisions of Articles 234-5, 234-9, 6°, and
234-10 of the AMF General Regulation (Decision No. 223C2030).
Completion of the capital increase was subject to the absence,
within the legal timeframe, of any appeal against the waiver
obtained from the AMF. The Company has not been notified of any
appeal in this respect.
DILUTION
How the issuance affects consolidated equity per
share
Portion of equity per share
(in euros)
Undiluted basis*
Before issuance of new shares through the
capital increase
14.48
After issuance of 982,299 new shares
through the capital increase
12.80
* based on consolidated equity of €71.13
million as of 30 June 2023
How the issuance affects the position of shareholders
Shareholder ownership (as
%)
Undiluted basis
Before issuance of new shares through the
capital increase
1.00%
After issuance of 982,299 new shares
through the capital increase
0.83%
There are no financial instruments granting access to the
Company's capital in the future.
BREAKDOWN OF CAPITAL BEFORE AND AFTER THE TRANSACTION
Xilam Animation shareholdings
as of 20 December 2023
Shareholder
Number of shares
% of capital
Number of theoretical voting
rights
% of theoretical voting
rights
Number of exercisable voting
rights(1)
% of exercisable voting
rights
MDP Audiovisuel
1,319,092
26.86%
2,608,684
38.32%
2,608,684
38.97%
Xilam Group
498,745
10.15%
997,490
14.65%
997,490
14.90%
Marc du Pontavice
1
0.00%
2
0.00%
2
0.00%
“Concert” Total
1,817,838
37.01%
3,606,176
52.97%
3,606,176
53.88%
Xilam Animation Treasury Shares
114,917
2.34%
114,917
1.69%
-
0.00%
Other registered shares
127,807
2.60%
236,375
3.47%
236,375
3.53%
Free float
2,855,938
58.05%
2,850,938
41.87%
2,850,938
42.59%
Total
4,911,500
100.00%
6,808,905
100%
6,730,453
100.00%
(1) In accordance with AMF position-recommendation No. 2021-02,
the total number of voting rights exercisable at the general
meeting is calculated based on all shares to which exercisable
voting rights are attached and does not include shares deprived of
voting rights.
Shareholder structure after
capital increase (to the Company’s knowledge)
Shareholder
Number of shares
% of capital
Number of theoretical voting
rights
% of voting rights
Number of exercisable voting
rights(1)
% of exercisable voting
rights
MDP Audiovisuel
1,819,881
30.88%
3,109,473
39.91%
3,109,473
40.51%
Xilam Group
688,092
11.67%
1,186,837
15.23%
1,186,837
15.46%
Marc du Pontavice
1
0.00%
2
0.00%
2
0.00%
“Concert” Total
2,507,974
42.55%
4,296,312
55.15%
4,296,312
55.97%
Xilam Animation Treasury Shares
114,917
1.95%
114,917
1.48%
0
0.00%
Other registered shares
127,807
2.17%
236,375
3.03%
236,375
3.08%
Free float(2)
3,143,101
53.33%
3,143,101
40.34%
3,143,101
40.95%
Total
5,893,799
100%
7,790,705
100%
7,675,788
100%
- In accordance with AMF position-recommendation No. 2021-02, the
total number of voting rights exercisable at the general meeting is
calculated based on all shares to which exercisable voting rights
are attached and does not include shares deprived of voting
rights.
- Including shares issued as part of the transaction, excluding
those subscribed by the Concert.
NOTICE
In accordance with the provisions of Article 1, Paragraph 5 of
the Prospectus Regulation (EU) 2017/1129 of the European Parliament
and the Council of 14 June 2017, this issuance did not require a
Prospectus approved by the Autorité des Marchés Financiers (AMF),
as it represents less than 20% of the number of shares of the same
category already admitted to trading on a regulated market.
A notice to shareholders regarding this transaction was
published on 15 December 2023 in the Bulletin des Annonces Légales
Obligatoires (BALO).
TRANSACTION PARTNER
EuroLand Corporate
Advisor
About Xilam
As a major player in animation, Xilam is an integrated studio
founded in 1999 that creates, produces and distributes original
programmes in more than 190 countries for children and adults. Its
content is broadcast on television, and is also available on SVoD
platforms including Netflix, Disney+ and Amazon, and AVoD streaming
platforms including YouTube and Facebook. With a global reputation
for creativity and innovation, coupled with cutting-edge editorial
and commercial expertise, Xilam has cemented its position as a key
player in a fast-growing market. Every year, Xilam builds on
soaring successes and capitalises on flagship franchises (Oggy and
the Cockroaches, Zig & Sharko and Chicky) and new brands (Oggy
Oggy, Mr Magoo and Karate Sheep), which are strengthening and
expanding a substantial catalogue of more the 2,700 episodes and
three feature films, including the Oscar-nominated I Lost My Body.
Xilam has unique expertise in 3D animation. The Group employs more
than 600 people, including 400 artists, across its studios in
Paris, Lyon and Angoulême in France and Ho Chi Minh City in
Vietnam. Xilam was ranked France's leading animation studio for the
2018-2022 period in a report by the French national centre for
cinema and animation (CNC)
For more information, visit www.xilam.com
Name: Xilam
ISIN: FR0004034072
Symbol: XIL
Number of ordinary shares comprising share
capital: 4,911,500 shares
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version on businesswire.com: https://www.businesswire.com/news/home/20240111455963/en/
Marc du Pontavice – Chairman and CEO Cécile Haimet – CFO Phone:
+33 (0)1 40 18 72 00
Image Sept Agency xilam@image7.fr Karine Allouis (Media
Relations) – Phone: +33(0)1 53 70 74 81 Laurent Poinsot (Investor
Relations) – Phone: +33(0)1 53 70 74 77
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