EURO DISNEY S.C.A. * Euro Disney launches capital increase as the final step in its financial
restructuring and key element for growth strategy
(Marne-la-Vallée, January 21, 2005) Euro Disney S.C.A., operator of Disneyland
Resort Paris, announced today the launch of the capital increase approved by
its shareholders at the annual meeting of December 17, 2004 in a total amount
of Euro 253,347,188 (issue premium included). This capital increase is the final
step in the Company's financial restructuring, which is designed to provide
liquidity, protection from business volatility and capital to maintain its
existing asset base and add new attractions to fuel the Company's growth
strategy.
The capital increase will be implemented through the distribution to existing
shareholders of preferential subscription rights. The subscription price has
been set at Euro 0.09 per share. Shareholders may use the subscription rights to
participate in the capital increase, or may choose to sell their rights on the
market. The subscription period will start on January 31, 2005 and will end on
February 8, 2005, inclusive. At the end of this period, non-exercised
preferential subscription rights will be cancelled.
The Walt Disney Company has committed to cause an affiliate to subscribe for
1,111,111,112 new shares and a company owned by a trust for the benefit of
H.R.H. Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud and his family has
committed to subscribe for 217,310,879 new shares in the offering. A bank
syndicate has agreed to underwrite the remaining shares.
------------------------------------------------------------------------ The French prospectus relating to this offering has received the visa of the
Autorité des marchés financiers (the "AMF") under n°05-027 on January 20, 2005. The French prospectus includes the reference document registered by the AMF on
January 10, 2005 under n° R. 05-003, and details of the share rights offering
(note d'opération). Copies of this prospectus are available free of charge from
institutions authorized to receive subscriptions and at the registered office
of Euro Disney S.C.A., Immeubles Administratifs, Route Nationale 34, 77700
Chessy, Seine-et-Marne. The prospectus will be available on the website of the
Autorité des marchés financiers: www.amf-france.org and on the website of Euro
Disney S.C.A.: www.eurodisney.com . The legal notice will be published in the
Bulletin des Annonces Légales Obligatoires on January 24, 2005.
"The AMF draws the public's attention to the following elements: * The paragraph 2.6 of the Note d'Opération describes the consequences of the
issue on the shareholder's position;
- The statutory auditors included an observation in their report with respect
to the change in accounting methods concerning the financial statements for
fiscal year ended September 30, 2004 as well as to the going-concern principle,
which is presented below:"However, we draw your attention to the uncertainty about the Group's ability
to continue as a going-concern, which was the matter of emphasis reported above
and which will be removed subject to the completion in cash of the share
capital increase to which this Note d'Opération relates. As mentioned in the
paragraph 2.2.16 "Use of proceeds" of the present "Note d'Opération", the
completion of this share capital increase is the last step of the restructuring
of the Group. As a result, all other components of the restructuring agreements
will become effective, in particular those related to the legal reorganization
and to the financial debt of the Group;" - The implementation of the restructuring remains subject to, and the credit
agreements, as amended, will become effective upon completion of the share
capital increase and the legal reorganisation, no later than March 31, 2005. If
those transactions do not occur by March 31, 2005, the parties to the
memorandum of agreement will have 30 days to negotiate an alternative
arrangement. If such an alternative arrangement cannot be agreed, most of the
provisions of the memorandum of agreement would become null and void; - No dividends were declared or paid in respect of fiscal years 1997 through
2004 and Euro Disney SCA does not expect to pay dividends for a substantial
period of time." This press release is not an offer to sell or a solicitation to buy any
securities in the rights offering and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful. The rights offering will be made only by means of an offering
document complying with the applicable securities laws of the jurisdiction or
jurisdictions in which such rights offering shall be made. The securities
offered in the rights offering have not been and will not be registered under
the United States Securities Act of 1933 and may not be offered or sold in the
United States or in any other jurisdiction absent registration, an applicable
exemption from registration requirements or qualification under the applicable
securities laws of such jurisdiction.
Corporate Communication Investor Relations Pieter Boterman Fiona Lord Duarte Tel: +331 64 74 59 50 Tel: +331 64 74 58 55 Fax: +331 64 74 59 69 Fax: +331 64 74 56 36 e-mail: pieter.boterman@disney.com e-mail: fiona.lord.duarte@disney.com Code ISIN: FR0000125874 Code Reuters: EDL.PA Sicovam: 12 587 Code Bloomberg: EDL FP Euro Disney S.C.A. and its subsidiaries operate the Disneyland Resort Paris
which includes: Disneyland Park, Walt Disney Studios Park, seven themed hotels
with approximately 5,800 rooms (excluding 2,033 additional third-party rooms
located on the site), two convention centres, Disney Village (a dining,
shopping and entertainment centre) and a 27-hole golf facility. The Group's
operating activities also include the management and development of the
2,000-hectare site, which currently includes approximately 1,000 hectares of
undeveloped land. Euro Disney S.C.A.'s shares trade in Paris (SRD), London and
Brussels.
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