Solocal Group: Lenders Approve Proposed Refinancing in SFA Proceeding

Regulatory News:

Solocal Group (Paris:LOCAL), a company whose shares are listed on Euronext Paris (LOCAL FP), NYSE Euronext, announces that the creditors’ voting meeting of the Company’s Sauvegarde Financière Accélerée ("SFA”) proceeding took place today and that the SFA Plan incorporating the terms of the Proposed Refinancing has been approved by its lenders representing over 92% of the commitments of Facility A3, A5 and B3 Lenders who voted, with a large participation of lenders representing over 94% of the commitments of Facility A3, A5 and B3 Lenders. The Proposed Refinancing consists in extending the maturities of the Company’s A3, A5 and B3 Facilities to 15 March 2018 with an option to further extend to 15 March 2020 (subject to certain conditions) and certain other amendments (the "Proposed Refinancing”) in exchange for a minimum 400 million euros prepayment at par of the A3 and A5 Facilities with proceeds from the planned minimum 440 million euros capital increase.

The next step of the SFA proceeding is for the Commercial Court of Nanterre to review and, if acceptable, homologate the SFA Plan thereby making it binding on 100% of the commitments of the Facility A3, A5 and B3 lenders and thereby satisfying one of the key conditions precedent to the minimum 440 million euros capital increase.

The completion of the Proposed Refinancing will remain inter-conditional with the shareholders’ approval and successful completion of the announced capital increase.

Resolutions related to the capital increase will be submitted to Solocal Group’s shareholder approval at an EGM convened for April 29^th, 2014. Subject to conditions precedent being met, Solocal expects to launch its capital increase in May 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 the 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.
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