Solocal Group 2013 Full-Year results

Regulatory News:

Solocal Group (Paris:LOCAL):

On the announcement of Solocal Group’s full-year results for 2013, Jean-Pierre Remy, Chairman and CEO, said:

"The Group recorded full year results slightly above our forecasts and better than expected year-end sales. The growth of our audiences is ongoing, particularly with PagesJaunes experiencing again a strong growth, with +25%, in fixed and mobile internet traffic towards professionals. We also made noticeable progress in the implementation of our new customer organisation by verticals and in the strengthening of our management teams.

These early successes of our Digital 2015 transformation program, combined with the capital increase and debt refinancing, will enable us to accelerate the development of our Internet business.”

The Board of Directors approved the Group’s consolidated accounts as at 31 December 2013.

I. End of 2013 highlights

Consolidated revenues of 998.9 million euros down 5.8% on a like-for-like basis²

• Internet up +1.7%², represents 63.3% of the Group's revenues
• Printed directories -16.4%²

Gross operating margin of 424.3 million euros slightly above the Group's forecasts with a sustained high margin rate of 42.5%

• Strong Internet margin: 42.3%
• Ongoing reduction in the costs of producing³ Printed directories
• Controlled commercial costs

Debt repayment for 146.5 million euros, compliance with covenants

Digital 2015: strong growth in audiences in Q4 driven by mobile and partnerships

• PagesJaunes.fr: +25% growth in traffic⁴ to professionals
• Solocal Group: +10% growth in visits⁵ of which 27% mobile visits
• Mobile: more than 30 million Group applications downloaded at the end of December 2013, up +37% in one year

Digital 2015: Obtained regulatory and works council approvals on the customer organisation project

II. Trend in fixed and mobile Internet audiences

The Internet audience for the Group’s sites (excluding 123people) grew by +8.6% over 2013 compared with 2012, sustained in particular by the strong growth in the number of mobile Internet visits up by +48.4%. In 2013, the Solocal Group applications (primarily PagesJaunes and Mappy) had been downloaded more than 30 million times across all smartphones and tablets in France.

The Group’s websites continue to benefit from strong audiences in 2013: 18 million unique visitors⁶ on the fixed Internet portion and 7 million unique visitors⁶ on the mobile Internet portion in December 2013 (respectively the 10^th and 8^th Group whose websites are the most visited in France).

III. Financial Results

The Group recorded consolidated revenues down 5.8% on a like-for-like basis⁷ over financial year 2013 (6.3% drop based on reported figures).

• Internet business represents 63% of the Group’s revenues and grew +1.7% on a like-for-like basis⁷ (+1.6% growth based on reported figures) over the financial year 2013 affected by the slowdown in the display business.
• The decrease in the Printed directories business is in line with our forecast, amounting to -16.4% on a like-for-like basis⁷ (17.3% drop based on published figures) over the financial year 2013 thanks to an adapted pricing policy.

The Group’s gross operating margin of 424.3 million euros over financial year 2013 is down 8.0% on a like-for-like basis⁷ (8.7% decline based on reported figures) compared to 2012: the decrease in GOM stems from the revenue decline and the disposal of Editus, partially offset by commercial and production cost controls⁸. The Group is maintaining a high gross operating margin of 42.5% as of 31 December 2013 compared to 43.6% as of 31 December 2012.

The Group's operating income, down -19.3% over financial year 2013 compared to 2012, reached 329.2 million euros. The decrease in operating income mainly results from the decline in gross operating margin, restructuring costs related to the new commercial organisation and the increase in depreciation and amortisation stemming from the increase in Internet investment.

The financial result represents net expense of 132.3 million euros as of 31 December 2013 down 2.8% compared to 31 December 2012. The average cost of gross debt (including hedging instruments) stood at 6.83% as of 31 December 2013 compared to 5.80% (excluding RCF drawing) as of 31 December 2012. The increase of 103 basis points is the result of the refinancing operations carried out in autumn 2012. The reduction in debt allowed the increase in the cost of the debt to be offset almost entirely.

The Group's net income stands at 114.8 million euros as of 31 December 2013, down -27.6% compared to 31 December 2012. The decline in net income is primarily related to that of operating income and to the increase in the tax pressure since the end of 2012 (additional tax, partial deductibility of financial interest introduced at the end of 2012, ...) offset by a repayment of taxes from prior years.

IV. Financial structure

Net debt⁹ amounts to 1,579.6 million euros as of 31 December 2013, down 162.1 million euros compared to 31 December 2012.

As of 31 December 2013, the Group had headroom of 0.4% for its financial leverage covenant which was 3.73 times an aggregate close to GOM and of 19.1% on its interest coverage ratio which was 3.57 times the net interest expenses¹⁰.

The Group's net cash flow at 136.2 million euros at the end of December 2013 is down -26.4% compared to 31 December 2012. This decline is primarily related to the drop in the gross operating margin over the period and a shift in the payment of interest for 2012 in 2013. As of 31 December 2013, the Group had a net cash flow of 73.1 million euros.

V. Confirmed 2014 outlook

2014 will be a year of structural changes, especially in the commercial area.

In this context and in light of a mediocre economic environment, the outlook for 2014 is:

• Revenue decrease between -3% and -6%
• Normalized¹¹ gross operating margin expected between 355 million euros and 375 million euros

Digital 2015 investments shall allow to return to growth in 2015 and to generate about 75% of revenues on Internet.

About Solocal Group

Solocal Group, the leader in European 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 nearly 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, 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 in revenues, of which 63% via the Internet, and thus ranks among the key European players in terms of online advertising revenues. Solocal Group is listed on NYSE Euronext Paris (ticker ‘LOCAL’). Further information on Solocal Group is available on 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.

¹ On a like-for-like basis (excluding disposal of Editus and acquisition of Chronoresto)
² On a like-for-like basis (excluding disposal of Editus and acquisition of Chronoresto)
³ Paper, Print, Distribution
⁴ Fixed and mobile internet, PagesJaunes.fr audiences excluding PagesBlanches, internal source
⁵ compared to Q4 2012, excluding 123people, internal source
⁶ Source: Médiamétrie NetRatings – December 2013
⁷ Excluding disposal of Editus and acquisition of Chronoresto
⁸ Paper, Print, Distribution
⁹ Net debt corresponds to the total gross financial debt plus or minus the fair value of derivative asset and/or liability hedging instruments and minus cash and cash equivalents.
¹⁰ Excluding the change in the fair value of hedging instruments, amortisation of loan issue expenses and accretion income.
¹¹ GOM normalised for non-cash impacts of changes to sales contracts

Appendix 1: Quarterly trend in fixed and mobile Internet audiences

Appendix 2: Quarterly revenues and gross operating margin

Appendix 3: Quarterly consolidated income statement

Appendix 4: Consolidated income statement for the period

Appendix 5: Quarterly consolidated cash flow statement

Appendix 6: Consolidated cash flow statement for the period

Appendix 7: Consolidated balance sheet

Appendix 8: Consolidated net debt