Commercial Court Approves Proposed Solocal Group Refinancing Plan

Regulatory News:

Solocal Group (Paris:LOCAL), a company whose shares are listed on Euronext Paris (LOCAL FP), NYSE Euronext, announces that the Commercial Court of Nanterre has approved the Company’s Proposed Refinancing Plan thereby making such plan binding on 100% of the commitments of the A3, A5 and B3 Facilities and successfully finalising the Company’s Sauvegarde Financière Accélérée ("SFA”) proceeding.

The Proposed Refinancing Plan consists of (i) extending the maturity of the Company’s A3, A5 and B3 Facilities from September 2015 to March 2018 with an option to further extend (subject to certain conditions) to March 2020 and (ii) certain other amendments in exchange for a partial €400 million minimum prepayment at par of the A3 and A5 Facilities with proceeds from the announced minimum €440 million capital increase. The Proposed Refinancing Plan had previously been approved by over 92% of the voting Facility A3, A5 and B3 lenders, who themselves represented over 94% of all Facility A3, A5 and B3 lenders.

The Proposed Financing Plan will become effective upon the completion of the capital increase. Being approved at more than 96% by Extraordinary General Meeting of April 29th, 2014, the capital increase is expected to be launched during May 2014 and expected to be completed during June 2014, and a prospectus will be submitted to the AMF visa.

The operation is described in the press release dated April 24, 2014.

About Solocal Group
Solocal Group, the leader in local communication, became the new name of PagesJaunes Groupe on 5 June 2013. The Group offers online content, advertising solutions and transactional services that connect consumers and clients locally. It brings together around 4,500 people, including more than 2,200 advisors in local communication in France and Spain to support the digital development of companies (SMEs and micro businesses, tier 1 brand accounts, etc.), 17 strong and complementary brands (PagesJaunes, Mappy, 123people, 123deal, A vendre A louer, Embauche.com, Keltravo, Chronoresto, ZoomOn, Solocal Network, ComprendreChoisir, ClicRDV, PJMS, Horyzon Media, Leadformance, QDQ, Editus and Solocal Group) and nearly 650,000 clients. In 2013, Solocal Group generated nearly 1 billion euros in revenues, of which 63% via Internet, and thus ranks among the key European players in terms of online advertising revenues. Solocal Group is listed on NYSE Euronext Paris (LOCAL). Information on Solocal Group is available at www.solocalgroup.com.

This press release contains certain forward-looking statements. Although Solocal Group believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in such forward-looking statements. For a discussion of risks and uncertainties which could cause the company's actual results, financial condition, performance or achievements to differ from forward-looking statements, please refer to the Risk Factors section of the Document de Reference of Solocal Group filed with the AMF, which is available on the AMF website (www.amf-france.org) or on Solocal Group website (www.solocalgroup.com).
This press release and the information contained herein do not constitute an offer to sell or a solicitation of an offer to buy or subscribe to shares in Solocal Group in any country.
This press release does not constitute or form part of an offer or solicitation of an offer to buy or subscribe for securities in France. The capital increase with shareholders’ preferential subscription right referred to in this press release will be presented in a prospectus subject to the visa of the French market authority "Autorité des Marchés Financiers”.
With respect to the member states of the European Economic Area which have implemented the Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003 (the "Prospectus Directive”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring the publication of a prospectus in any relevant member state other than France. As a result, the securities may not and will not be offered in any relevant member state other than France except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member state, or under any other circumstances which do not require the publication by Solocal Group of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member state.
This press release is not an offer of securities for sale in the United States or any other jurisdiction. Securities may not be sold or offered in the United States unless they are registered or are exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. Solocal Group does not intend to register any portion of this offering in the United States or to conduct a public offering of securities in the United States.
In the United Kingdom, this press release is only being distributed to, and is only directed at, persons that (i) are "investment professionals” (falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, this press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.
It may be unlawful to distribute this press release in certain jurisdictions. This press release is not for distribution in Canada, Japan or Australia.