The FIGEAC AÉRO Group (ticker: FGA) (the "Company"), a leading partner for the major aerospace manufacturers, announces the amendment of the agenda of the extraordinary and ordinary general meeting of shareholders to be held on May 20, 2022 pursuant to the terms of the agreement on the improvement of its financial structure announced on April 5, 2022 (the "Agreement") and disclosure of the documentation for such general meeting of shareholders.
Addition of four ordinary resolutions to the agenda of the extraordinary and ordinary general meeting of shareholders of May 20, 2022
In accordance with the indicative timetable set out in the press release published on April 5, 2022, the Company has announced on April 15, 2022 the convening of an extraordinary general meeting of shareholders 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 on April 15, 2022.
As announced in the press releases dated April 5, 2022 and April 15, 2022, the completion of the share capital increase reserved to Tikehau Ace Capital on the basis of the 3rd and 4th resolutions put to the vote 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).
In this context, the Company annonces the publication today in the Bulletin des Annonces Légales Obligatoires of a convening notice containing an amendment to the meeting notice published on April 15, 2022, in order to amend the agenda and the draft resolutions of the general meeting of shareholders to insert four ordinary resolutions.
Shareholders will be then asked to vote on the following agenda:
Resolutions for the extraordinary general meeting
- 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.
Resolutions for the ordinary general meeting
- Appointment of Mr. Franck Crépin as a director subject to and with effect from the settlement-delivery of at least 9,553,571 new shares at an issuance price of EUR 5.60, issued on the basis of the 3rd and 4th resolutions presented at this general meeting, corresponding to a share capital increase of a total amount of EUR 53,449,997.60 (including the issuance premium);
- Appointment of Mr. Éric Raynaud as a director subject to and with effect from the settlement-delivery of at least 9,553,571 new shares at an issuance price of EUR 5.60, issued on the basis of the 3rd and 4th resolutions presented at this general meeting, corresponding to a share capital increase of a total amount of EUR 53,449,997.60 (including the issuance premium);
- Appointment of Mrs Anne Tauby as a director subject to and with effect from the settlement-delivery of at least 9,553,571 new shares at an issuance price of EUR 5.60, issued on the basis of the 3rd and 4th resolutions presented at this general meeting, corresponding to a share capital increase of a total amount of EUR 53,449,997.60 (including the issuance premium);
- Appointment of Mrs Eliane Rouchon as a director subject to and with effect from the settlement-delivery of at least 9,553,571 new shares at an issuance price of EUR 5.60, issued on the basis of the 3rd and 4th resolutions presented at this general meeting, corresponding to a share capital increase of a total amount of EUR 53,449,997.60 (including the issuance premium).
Information relating to Franck Crépin, Éric Raynaud, Anne Tauby and Eliane Rouchon, whose appointment to the Board of Directors is proposed at the extraordinary and ordinary general meeting of shareholders to be held on May 20, 2022, are set out in Appendix 1 of the Report of the Board of Directors at such general meeting available on the Company's website (www.figeac-aero.com - Investors' Area section).
Disclosure of the documentation for the general meeting of shareholders
The Company reminds that the conditions of participation and voting at the extraordinary and ordinary general meeting of shareholders to be held on May 20, 2022 are set out in the meeting notice published in the Bulletin des Annonces Légales Obligatoires on April 15, 2022 and in the convening notice published in the Bulletin des Annonces Légales Obligatoires today containing an amendment to the meeting notice. A copy of these notices is available on the Company's website (www.figeac-aero.com - Investors' Area section).
All the information and the preparatory documents to this extraordinary and ordinary general meeting of shareholders, in particular the information provided for in Articles R. 22-10-23, R. 225-81 and R. 225-83 of the French Commercial Code, are available on the Company's website (www.figeac-aero.com - Investors' Area section) and are made available to shareholders at the Company's registered office located at Z.I. de l'Aiguille - 46100 FIGEAC.
Shareholders are invited to regularly consult the Company's website in order to have access to all up-to-date information concerning the extraordinary and ordinary general meeting of shareholders to be held on May 20, 2022.
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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