ORCHESTRA-PREMAMAN (EPA:KAZI) The Commercial Court of Montpellier selects the tender offer of ORCHESTRA-PREMAMAN by NewOrch SAS

Transparency directive : regulatory news

19/06/2020 18:50

June, 19th 2020

        The Commercial Court of Montpellier selects the tender offer of
                       ORCHESTRA-PREMAMAN by NewOrch SAS

Review of the context

Orchestra-Prémaman company asked and obtained, by judgement of September 24th,
2019, the opening of a safeguard procedure.

April 1st 2020, Ochestra-Prémaman company announced its intention to convert
the safeguard procedure into a legal recovery procedure due to financial
consequences related to the global health crisis (COVID-19), which has
significantly impacted its business.

April 29th 2020, the specialized Commercial Court of Montpellier has converted
the safeguard procedure into a legal recovery procedure.

By judgement delivered on June 19th 2020, the specialized Commercial Court of
Montpellier has appointed NewOrch SAS company as buyer of the assets of
Orchestra-Prémaman.

Takeover project description

NewOrch's project is carried by a collective of suppliers, franchised and
executives of the group representing 41% of the Partnership's capital of the
new company now called NewOrch, plus historical shareholders of
Orchestra-Prémaman Group, Mestre family will own 38% of the capital and Gotlib
family up to 19% of Neworch's capital. Finally, 2% of the capital will be
offered to group's employees, freely.

Main characteristics of the takeover plan are the following:

- keeping main geographic areas, where operated Orchestra-Prémaman group:
  France, Greece, Cyprus, Spain, Belgium, Luxembourg, Switzerland and Morocco;
- keeping purchasing offices;
- keeping 430 points of sale of which 257 in France; and
- setting up a social plan in France for the headquarter preserving 223 jobs
  out of 303. Worldwide, the group will preserve 3769 jobs out of 4520.

On the financial front, acquisition price amounts to EUR35.5M to which
augmentative charges of the price of EUR34.0M will be added in order to pay off
the procedure corresponding to miscellaneous provisions in Orchestra-Prémaman
SA accounts (additional financial contribution) and EUR1.5M related to social
plan, giving a global price of EUR71.0M.

The EUR35.5M are paid to the procedure as follows: EUR15.5M the day of the
signing the deed of conveyance which will occur maximum 6 months after the date
of judgement and EUR20.0M spread over 48 months.

Finally, the financing of the working capital, to relaunch company's business,
relies on EUR35.0M of letters of credit, a loan of EUR19.5M mainly based on
stocks guarantee, an additional funding of EUR3.0M guaranteed on Swiss
subsidiary's stocks and notably on a fully paid capital of EUR10.0M.

In this context, the trading shares on Euronext Paris will be suspended until
the liquidation of the company.

Contacts :

ACTIFIN - Stéphane RUIZ - 01 56 88 11 15 - sruiz@actifin.fr
ACTIFIN - Victoire DEMEESTERE - 01 56 88 11 24 - vdemeestere@actifin.fr
ACTIFIN PRESSE - Isabelle Dray - 01 56 88 11 29 - idray@actifin.fr

ORCHESTRA-PREMAMAN
A public limited company with capital of EUR12,159,825
Headquarter: 200 avenue des Tamaris, Zac Saint Antoine, 34130 Saint-Aunès.
Registration n°: 398 471 565 in the Montpellier Trade and Companies Register

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19/06/2020 19:18

ORCHESTRA-PREMAMAN (EPA:KAZI) The Commercial Court of Montpellier selects the tender offer of ORCHESTRA-PREMAMAN by NewOrch SAS

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