Vantiva Sa · EURONEXT:VANTI
Vantiva Sa — Technicolor — Shareholder Meeting (May 2022)
15 slides from Vantiva Sa's shareholder meeting presentation, May 6, 2022
Slide 1: Extraordinary General Meeting to be held on May 6, 2022
EXTRAORDINARY GENERAL MEETING TO BE HELD ON MAY 6, 2022
Slide 2: Introduction
INTRODUCTION • Technicolor has delivered on all aspects of its 2021 guidance, with strong prospects for the coming years • Technicolor has concurrently announced its intention to separate Technicolor Creative Studios from Technicolor SA in order to create two distinct leaders, well equipped to captu
Slide 3: 2021 Guidance Achieved
2021 GUIDANCE ACHIEVED Guidance In € million Made in June 2020 2020a 2021e 2021a 2021 In 2021 @constant rate (2) Adj. Continuing 163 270 268 272 the Group continued to EBITDA develop and execute its transformation program: Adj. Continuing EBITA (59) 60 95 96 improving operational and financial perfo
Slide 4: 2021 Results Snapshot
2021 RESULTS SNAPSHOT FY REVENUES BY SEGMENT EBITDA BY SEGMENT FCF EVOLUTION(1) €m €m €m (3.6)% yoy +€109m (1.7)% at constant rate @ constant rate €268m (82) Margin up % margin €3,006m €2,898m +9.3% 3.9pp % margin 103 6.7% (190) +5.4% €163m 1 764 1 544 67 9.5% 6.0% 106 701 706 113 17.9% 7.5% 53 513
Slide 5: Overview of TCS Separation Project
OVERVIEW OF TCS SEPARATION PROJECT TCH SHAREHOLDERS 100% (incl. MCN subscribers) 65% Spin-off: Technicolor Ex-TCS TCS creating two independent market Connected Home + DVD Services Technicolor Creative Studios leaders in their respective sectors TCS: the global leader in VFX, 35% offering an attrac
Slide 6: Benefits for All Stakeholders
BENEFITS FOR ALL STAKEHOLDERS Create two independent companies, each with a more focused strategy and freedom to pursue their own agenda and ensure both entities have a capital structure that can support their viability, long-term ambitions and organic growth • Value creation through the crystalliza
Slide 7: Strong Market Reception of Announcement
STRONG MARKET RECEPTION OF ANNOUNCEMENT Strong stock performance (+21.7%¹) and increase volume traded (+66.1%¹) since transaction announcement on 24-Feb-2022 1M 3M 6M YTD 1Y 4.00 24-Feb 1,500 Price Mean € 3.10 € 2.92 € 2.85 € 2.92 € 2.94 FY Publication and VWAP Transaction Announcement 3.80 € 3.08 €
Slide 8: Pre-requisites to Execute Separation
PRE-REQUISITES TO EXECUTE SEPARATION Since July 2020, Technicolor has entered in a Safeguard Plan procedure (‘SFA’) to implement its debt restructuring on the back of Covid and challenging performance • Within the framework of the plan, the Group was able to raise €420m of new money debt and reinsta
Slide 9: Mandatory Convertible Notes Structure Derisked the Execution of the Spin Off
MANDATORY CONVERTIBLE NOTES STRUCTURE DERISKED THE EXECUTION OF THE SPIN OFF Issuance of €300m Mandatory Convertible Notes which would be converted into Technicolor shares: • Mandatory conversion into Technicolor shares at the discretion of the Issuer, contingent on the approval of the spin-off by t
Slide 10: MCN Terms Overview
MCN TERMS OVERVIEW Item Description Issuer • Technicolor S.A. Issue amount • €300m Conversion Price • €2.60 per share, representing 3-month VWAP at signature of the commitment letter minus 5% discount • Earlier of 6 months after the latest maturity date of the new secured debt instrument, and the 7t
Slide 11: Transaction Timeline
TRANSACTION TIMELINE If spin-off approved: Conversion of Q1 Financial results Capital Markets Days Mandatory Convertible Notes into Technicolor shares End of May / End of June May 5th 2022 May 6th 2022 After June 30th Q3 2022 early June 2022 EGM approving Combined GM issuance of the Listing and dist
Slide 12: Overview of Pro Forma Shareholding Structure
OVERVIEW OF PRO FORMA SHAREHOLDING STRUCTURE Commitment Commitment % Ownership into MCN into MCN m Shares % Ownership Name at Mar-22 (€m) (m shares)¹ post Conversion post Conversion Angelo, Gordon & Co., L.P. 12.6% 129.6 49.9 79.7 22.68% Credit Suisse Asset Management 10.8% 12.5 4.8 30.3 8.63% Briar
Slide 13: Overview of Contemplated Resolutions (1/2)
OVERVIEW OF CONTEMPLATED RESOLUTIONS (1/2) Further details regarding each resolution are provided separately Resolution 1: Issuance of 49,859,532 mandatory convertible notes, convertible into ordinary shares of the Company with waiver of the shareholders’ preferential subscription rights in favour o
Slide 14: Overview of Contemplated Resolutions (2/2)
OVERVIEW OF CONTEMPLATED RESOLUTIONS (2/2) Further details regarding each resolution are provided separately Resolution 11: Issuance of 9,230,769 mandatory convertible notes, convertible into ordinary shares of the Company with waiver of the shareholders’ preferential subscription rights in favour o
Slide 15: Thank You
THANK YOU C3 - Restricted Natixis