Technicolor Implements its Reverse Share Split; Addresses NYSE Listing Standard
June 28 2010 - 1:51AM
Marketwired
Pursuant to the fifteenth resolution voted at the combined general
shareholders' meeting of January 27, 2010, Technicolor (Euronext
Paris: 18453; NYSE: TMS) announces the implementation of its
reverse share split through the exchange of one (1) new share with
a nominal value of 1.00 in exchange for ten (10) old shares with a
nominal value of 0.10.
The reverse split transaction will commence July 15, 2010, on
which date the new shares will be listed on Euronext Paris.
In practice, each shareholder will be automatically granted,
through their financial intermediary, 1 new share for each block of
10 shares previously held.
- Shareholders who hold an exact multiple of 10 shares need not
take any action, as the reverse split will happen
automatically.
- Shareholders who do not hold an exact multiple of 10 shares
must either purchase additional shares in order to bring their
shareholdings to an exact multiple of 10, or sell their fractional
share portion (the number of old shares less than 10) on the
market. Shareholders will have 2 years from the beginning of the
transaction to purchase or sell fractional shares. In order to
assist with the treatment of fractional shares, the old shares will
remain separately listed on Euronext Paris (under ISIN code
FR000018453) for a period of six months as from the start of the
reverse split transaction, or until January 15, 2011.
The Board of Directors held on June 17, 2010, acting under the
authorization granted by the Shareholders' Meeting held on January
27, 2010, decided, in accordance with article L.228-6 of the French
Commercial Code, that following the expiration of two years as from
the beginning of the transaction, or until July 15, 2012, the new
shares arising from the reverse split which remain unclaimed by
their beneficial owners will be sold on the exchange. Beneficial
owners are therefore urged to assert their rights within this time
period. After this deadline, the Company will sell the shares and
hold the sale proceeds for a period of 10 years for the benefit of
the holders in an escrow account opened with Société Générale
Securities Services. After the expiration of this 10- year period,
amounts held on behalf of beneficial holders shall be transferred
to the French State Caisse des dépôts et consignations and shall be
held for their benefit, subject to applicable statute of
limitations, for the benefit of the French State.
In application of paragraph 4.2.10.3 of the Securities Note
approved by the AMF under visa number 10-107 on April 27, 2010, the
NRS issued on May 26, 2010 will be adjusted according to the
following mechanism:
- ORA I
o New Redemption Ratio: 0.131
o New Interest Payment Ratio: 0.013
- ORA II
o New Redemption Ratio: 0.131
o New Interest Payment Ratio: 0.028
- ORA IIC
o New Redemption Ratio: 0.131
o New Interest Payment Ratio: 0.028
Technicolor also announces that the New York Stock Exchange
("NYSE") notified the Company on June 4, 2010 of its non-compliance
with the NYSE continued listing standards due to an average closing
price on the NYSE of the company's American Depositary Shares
("ADS") of less than $1.00 over a consecutive 30-day period. As
required by the NYSE, Technicolor was required to notify the NYSE
within 10 business days of receipt of the notice of non-compliance
of its intent to cure the price deficiency.
Under the NYSE's rules, Technicolor has six months from the date
of the NYSE notice to bring its security price and average security
price back above $1.00. During this period, Technicolor's ADS will
continue to be traded on the NYSE, subject to Technicolor's
compliance with other NYSE continued listing requirements.
About Technicolor
With more than 95 years of experience in entertainment
innovation, Technicolor serves an international base of
entertainment, software, and gaming customers. The company is a
leading provider of production, postproduction, and distribution
services to content creators and distributors. Technicolor is one
of the world's largest film processors; one of the largest
independent manufacturers and distributors of DVDs (including
Blu-ray Disc); and a leading global supplier of set-top boxes and
gateways. The company also operates an Intellectual Property and
Licensing business.
Important notice
Technicolor is a company listed on NYSE Euronext Paris and NYSE
stock exchanges, and this presentation contains certain statements
that constitute "forward-looking statements" within the meaning of
the "safe harbor" of the U.S. Private Securities Litigation Reform
Act of 1995. Such forward-looking statements are based on
management's current expectations and beliefs and are subject to a
number of risks and uncertainties that could cause actual results
to differ materially from the future results expressed, forecasted
or implied by such forward-looking statements. For a more complete
list and description of such risks and uncertainties, refer to
Technicolor's filings with the U.S. Securities and Exchange
Commission and its filings with the French Autorité des marchés
financiers.
This information is provided by HUGIN
For more information: www.technicolor.com Press contacts: +33 1
41 86 53 93 Email Contact Investor relations: +33 1 41 86 55 95
Email Contact Shareholder relations: Email Contact
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