This website and the information contained herein is not intended for, and should not be accessed by, or published, distributed or sent to, persons who reside or are physically present in the United States of America (including its territories and possessions, the "United States of America"), Australia, Canada or Japan, and does not constitute an offer to sell or subscribe for, or the solicitation of an offer to buy or subscribe for, Solocal Group securities in the United States of America, Australia, Canada or Japan, or in any other country in which such offer or solicitation may be unlawful.

The Solocal Group securities referred to on this website have not been, and will not be, registered under the U.S. Securities Act of 1993, as amended (the “U.S. Securities Act”), and may not be offered, sold, subscribed or delivered in the United States territory, as defined by Regulation S of U.S. Securities Act. Consequently, in the United States of America, shareholders or investors will not be able to participate in the offer and subscribe for Solocal Group's securities.

In any Member State of the European Economic Area (other than France),the information contained in this section of the website is directed only at persons who are "qualified investors" within the meaning of Regulation 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the "Prospectus Regulation"). The financial securities referred to are offered only to qualified investors, and any invitation, offer or agreement relating to the subscription, purchase or acquisition of such financial securities will be made only to qualified investors. Any person who is not a qualified investor must refrain from acting or relying on this information or its content.

In the United Kingdom, the information contained in this section of the website is only available to qualified investors who are (i) “investment professionals” falling within Article 19(5) (the "investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), or (ii) high net worth entities, and other persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies, unregistered associations, etc."). ") (all such persons being hereinafter referred to as the "Relevant Persons"). Any person other than a Relevant Person must not use or rely on this section of the website or the information contained therein. Any investment or investment activity referred to on this website and in the information contained therein is available only to Relevant Persons and will be entered into only with Relevant Persons.

Access to the information and documents available on the website may be illegal in certain jurisdictions and only certain categories of persons may be authorised to access such information and documents. All persons residing outside France and outside the United States of America, Australia, Canada or Japan who wish to access the materials available on this website should first ensure that they are not subject to any local laws or regulations that prevent or restrict their right to access this website, or that require registration or approval for such persons to acquire financial securities. No such registration has been made, and no agreement has been given outside of France. Solocal Group is not liable for any violation of any law or regulation.

Choose your country of residence

I hereby certify that:

(1) I reside and am physically present outside the United States of America, Australia, Canada or Japan;

(2) I do not reside, and am not physically present, in any Member State of the European Economic Area (other than France), unless I am a "qualified investor" within the meaning of the Prospectus Regulation and am acting as principal;

(3) I am not resident, and am not physically present, in the United Kingdom, unless I am a Relevant Person; and

(4) I reside and am physically present outside of all jurisdictions referred to in paragraphs (1) through (3) above and I am authorized to access the information and materials available on this Website without legal restrictions and without Solocal Group having to perform any formality.
“I have read, understood and agree to comply with all of the above restrictions:”


“Due to applicable legal restrictions, you are not allowed to access the electronic version of this information. We apologize for the inconvenience.”

CAPITAL INCREASE

with preferential subscription rights

A Word from Maurice Lévy

PDG

Dear Shareholders,

I have made a steadfast commitment to invest heavily in Solocal because I believe in the company’s ability to make the most of the market's potential. Solocal benefits from essential advantages in a market being restructured around AI at the core of local life, where consumers and citizens, and professionals and businesses converge.

This is a market we know well because, alongside the Regicom teams, we have managed not only to turn the company around, but to provide solutions tailored to the needs of our customers and get the company back on the path to profitable growth.

Read more


Solocal is a digital leader: its entire business has been converted to digital, with a great brand (PagesJaunes) boasting exceptional brand awareness (92%), an invaluable database of 4.5 million companies and more than 250,000 customers.

Our ambition is to reinvent Solocal to better meet the demands of a market that has changed significantly under the impetus of AI. To do so, we aim to harness the expertise cultivated at Ycor for over twelve years by simplifying Solocal’s operations, revamping its offering and revitalising its teams, all of which are sincerely dedicated to the company and committed to conquering new markets.

Thanks to additional liquidity and massive debt reduction, Solocal now has a healthy and robust balance sheet perfectly suited to its transformation. With Regicom’s assets and teams, and with the involvement of a management team that I will lead personally, I have every confidence in Solocal’s ability to seize the opportunities offered by a €45 billion* market. In 2027, following a period of stabilisation, we aim to reach €500 million in revenue and an EBITDA margin of 25% via a simplified yet expanded product range.

I have every confidence in this great adventure and invite you to participate alongside me as we make Solocal the top French company in the local digital market.

Maurice Lévy
Chairman of Ycor

*Taking into account the 4.4 million VSEs/SMEs in the main markets of Solocal - Regicom, and assuming that expenses converge towards the US average of €850 per month

Transaction Details

For each SOLOCAL share purchased by 4 July 2024, you will receive a preferential subscription right (PSR) which will be tradable from the 5th through 22nd of July 2024, and exercisable from the 9th through 24th of July 2024. Exercising two PSRs enables you to subscribe for 91 new Solocal shares at a unit price of €0.003.

  • Name of the share: SOLOCAL GROUP
  • Listing market: Euronext Paris, Compartment C
  • Eligible for French equity savings plans (PEA and PEA-PME)
  • Ticker symbol: LOCAL
  • ISIN: FR00140006O9
  • PSR ISIN: FR001400R4B4

Eligible PEA Eligible PEA-PME

SOLOCAL shares and PSRs are eligible for French equity savings plans (PEAs and PEA-PMEs), subject to conditions. Additional PSRs cannot be acquired in connection with the PEA or PEA-PME.

As of the date of the Prospectus, the Company has backstop commitments for up to 100% of the amount of the capital increase from Ycor (for approximately €13 million) and the bondholder group (for approximately €5 million).

About Us

As the leading French player in digital marketing, Solocal is the leading partner for all local companies (VSEs and SMEs, as well as Big Tech and local authorities).

Every day, Solocal advises more than 250,000 companies operating throughout France and supports them by connecting them to their customers through innovative digital services (i.e. customer relations, website, e commerce sites and digital advertising).

Solocal also supports internet users to give them the best digital experience with PagesJaunes. The Group thus provides professionals and the general public with very high-viewer services for its own media (16 million UVs/month and TOP 50 according to Médiamétrie), geolocation data, scalable tech platforms, unique commercial coverage in France and special partnerships with GAFAM.

Six Reasons to Invest

The digital advertising and communications market for VSEs and SMEs is driven by their growing need for digital existence vis-à-vis customers and prospects.

  • A deep market…
    The addressable market is worth €45 billion, based on 4.4 million VSEs/SMEs in Solocal-Regicom’s main markets, and assuming that advertising costs converge for an average of €850 per month as observed in the United States (vs. €415 in the European Union).
  • … with powerful growth drivers
    A growing share (>50% today) of advertising costs are from digital media.
    A quarter of European VSEs/SMEs still don't have a website, and more than 80% don't have an e-commerce site.
  • Positioned at the intersection of the two worlds – those of consumers and professionals – to meet the needs of advertisers and publishers for brand solutions, marketing and strategies;
  • With PagesJaunes, Solocal has a unique, long-standing brand on the French market, with very strong brand awareness (92%) and a first-rate audience (16 million unique visitors in April 2024);
  • A deep inventory and an unrivalled database in France, backed by a pool of 4.3 million VSEs/SMEs.

Solocal’s financial restructuring will include:

  • A cash injection of €43 million;
       ✓ €25 million via a capital increase reserved for Ycor
       ✓ €18 million via a capital increase with PSRs
  • A reduction in gross debt of €217 million;
    This massive decrease (-82.8%) is mainly due to the reduction in the nominal amount of gross bond debt (including interest due)
  • The contribution in kind of Regicom shares by Ycor to Solocal.

A sharp fall in rents is expected as a result of the new lease agreement (downward revision of around two-thirds of leased space, starting on 1 January 2025).

Summary:

  • Over the full year, a €24 million reduction in financial expenses and another €14 million in rents.
  • A very positive effect on cash flow securing an investment plan for a total of €130 million from 2024 to 2027.

The new governance will focus on rebuilding Solocal on solid foundations, meaning profitable and sustainable growth over the long term.

The new foundations will be based on:

  • Revamping the product offering and marketing strategy;
  • Remobilising driving forces through new, strong management that will provide a clear and intelligible strategic roadmap while capitalising on talent;
  • Simplifying operations, structures and tools.

These foundations will serve a new vision for Solocal, which aims to become “THE” essential platform for the public/consumers and local advertising players, with a strategy involving three pillars:

  • Local information (partnerships with the local press, local authorities, etc.);
  • Enhanced services: appointment scheduling, quotes, etc. as well as marketplace services for VSEs/SMEs which will be able to sell their local products throughout France;
  • Targeted advertising in a world without cookies: an enhanced PagesJaunes database, active media campaigns (PagesJaunes identity solution) and optimised inventory revenue (agreements with advertisers) will make PagesJaunes a must-have directory.

AI will be the basis for the suggested solutions under the new strategic vision. As Ycor’s area of expertise, it will revolutionise and revitalise local communication by enabling productivity gains and additional opportunities for revenue on multiple levels, including:

  • Content production upstream of sales;
  • Automatic website creation;
  • Automated creative generation (product insertion, etc.);
  • Targeted campaigns (categorisation, customisation).

Having joined the Ycor group in 2019, Regicom has since increased its revenue by 47% to €44 million in 2023, while its EBITDA increased from -€14 million in 2018 to +€2 million in 2023. This successful turnaround is a source of inspiration for Solocal and is based on clearly identified key success factors:

  • Redefining the product offering;
  • Maximising revenue visibility by increasing contract duration (from 12 to 48 months);
  • Restructuring the sales force and adopting a more customer-centric approach;
  • Cost reduction.

Solocal’s seasoned local sales force is now ready to conquer new markets by capitalising on Regicom's experience.
Taking into account the Regicom contribution as of 1 August 2024, Ycor has set the following targets for the new Solocal-Regicom entity:

  • In 2024, revenue of around €340 million and recurring EBITDA of approximately 15%;
  • In 2025, revenue stabilisation under the full-year consolidation effect of Regicom and a cost reduction plan;
  • In 2026, a return to growth in revenue with the contribution of new offerings;
  • In 2027, Solocal is targeting consolidated revenue of around €500 million and an EBITDA margin rate of around 25% (likely to change depending on the new products that will be developed) as a result of the combined effect of lower costs and the contribution of new offerings.

How to Participate in the Capital Increase

EXISTING SHAREHOLDERS
PROSPECTIVE SHAREHOLDERS

Timetable

Be aware of your broker's deadlines:
some brokers stop taking orders up to 48 (business) hours before the subscription period ends
4 July 2024 Last day to purchase/sell shares with PSRs
5 July 2024 PSRs detach and the PSR trading period opens on Euronext Paris
9 July 2024 The subscription period opens for the capital increase
22 July 2024 The PSR trading period ends
24 July 2024 The subscription period ends for the capital increase
Expiry and loss of value of unexercised PSRs
29 July 2024 The press release indicating the result of the transaction is disseminated
31 July 2024 New shares are issued – Settlement-delivery takes place for the capital increase

PSRs are exercisable but no longer tradable on 23 and 24 July 2024.

Documentation Related to the Transaction

1 august 2024Ycor becomes SOLOCAL’s controlling shareholder Maurice Lévy appointed chairman and chief executive officer 29 july 2024Results of the capital increase with preferential subscription rights
June 2024Présentation investisseurs
July 2024Note d’opération
July 2024Launch of a capital increase
Documentation Related to the Financial Restructuring

FAQ

A capital increase with PSRs allows a company to increase its equity by involving existing shareholders first. Subscriptions for new shares are offered to them on a preferential basis by exercising the preferential subscription rights previously granted to them.

Preferential subscription rights are listed and tradable on the Euronext Paris market under ISIN FR001400R4B4. As such, the value of PSRs may go down or up throughout their listing period depending on supply and demand.

PSRs must be exercised or transferred for each individual account. You are required to give instructions to exercise your PSRs (in order to subscribe for new shares), or sell them, to each financial institution for the number of PSRs held in their books.

If you do nothing (neither exercise nor sell your PSRs), your PSRs will expire at the end of the subscription period. They will automatically disappear from your securities account and will be lost (as well as the market value attached to them).

  • Please contact your broker to find out about any specific restrictions on placing and recording orders.
  • In any event, pay attention the end of the PSR trading periods/subscription periods for new shares. If your instructions are received after the deadlines, they won’t be executed.
Yes, there are two options:
  • You can buy additional PSRs on the market during the PSR trading period (note: this option does not apply to PEAs) and exercise these PSRs to subscribe for more new shares as of right.
  • In addition to your subscription as of right (by exercising your PSRs), you may also subscribe for excess shares. However, in this case, the number of new shares allocated to this additional subscription is not guaranteed (it may be reduced).
Yes, there are three options:
  • You can buy PSRs on the stock market (PSR ISIN: FR001400R4B4) during the PSR trading period (note: this option does not apply to PEAs) and exercise them to subscribe for new shares (i.e. subscription “as of right”).
  • If – and only if – you have subscribed as of right, you can also subscribe to more new shares, this time without exercising PSRs, and without any guarantee as to the number of new shares that will be allocated to you (i.e. “excess shares”).
  • Lastly, you can subscribe freely for new shares, with no guarantee as to the number of new shares that will be allocated to you (i.e. “free” subscription). Free subscriptions will only be taken into account if the subscriptions as of right and subscriptions for excess shares have not absorbed the entire capital increase.
The subscription price of the new shares is identical for subscriptions as of right, subscriptions for excess shares and free subscriptions, at €0.003 per new share. However:
  • You would subscribe as of right by exercising the PSRs you hold (PSRs granted and, where applicable, PSRs acquired during the trading period). You are guaranteed to be allocated the new shares you subscribe for.
  • You would only subscribe for excess shares when you already have a subscription as of right. Subscribing for excess shares does not require you to acquire PSRs. However, you are not guaranteed to be allocated the new shares you subscribe for. The fulfilment rate for new shares subscribed for in excess of rights (excess shares) will be announced with the results of the capital increase.
  • You would freely subscribe without exercising PSRs. You are not guaranteed to be allocated the new shares you subscribe for. Free subscriptions will only be taken into account if the subscriptions as of right and subscriptions for excess shares have not absorbed the entire capital increase.

You pay on the day of your subscription. Your payment must be equal to your entire subscription as of right and for excess shares. If the number of excess shares subscribed for could not be allocated to you, you will be reimbursed the corresponding amount without interest.
We recommend that you contact your broker for more details.

  • It depends on your broker. Contact them for more information.
  • If you are a pure registered shareholder, you will not incur any fees for exercising your PSRs or for subscribing for new shares. If you are buying or selling PSRs, the standard brokerage fees apply from Uptevia, Solocal's registrar and securities service manager.

You are not taxed merely for exercising PSRs.

The PSRs detached from the Solocal shares held in your PEA are delivered to your PEA. You may subscribe for new shares as of right and for excess shares using the funds available in your PEA. You can also sell all or part of your PSRs within your PEA. However, you may not purchase PSRs within your PEA or register PSRs detached from shares that are not registered in the PEA.

No, subscription orders are irrevocable. However, orders related to the sale or purchase of PSRs may be revoked as long as they have not been executed (to be confirmed with your broker).

Contact

solocal@seitosei-actifin.com 0805650030 Monday through Friday from 9am to 6pm

Documentation Related to the Financial Restructuring

3 July 2024Second amendement au document d’enregistrement universel 2023
28 June 2024Approval of the amendment to the accelerated financial safeguard plan and of a conciliation protocol
20 June 2024PR - Results of the Combined General Meeting held on 19 June 2024
5 June 2024Note d’opérations Augmentations de Capital Réservées
5 June 2024Communiqué de presse – Approbation du prospectus Augmentations de Capital Réservées
4 June 20242023 URD
4 June 2024Amendment URD
4 June 2024Rapport de l’Expert Indépendant
4 June 2024Document d’exemption (apport Regicom)
4 June 2024Rapport du Commissaire aux Apports sur la rémunération des apports - Apport de titres REGICOM consenti par YCOR à SOLOCAL
4 June 2024Rapport du Commissaire aux Apports sur la valeur des apports - Apport de titres REGICOM consenti par YCOR à SOLOCAL

CAPITAL INCREASE

with preferential subscription rights

How to Participate
Be aware of your broker's deadlines:
some brokers stop taking orders up to 48 (business) hours before the subscription period ends
How to Participate
En raison des restrictions légales applicables, vous n'êtes pas autorisé à accéder à la version électronique de ces informations. Nous nous excusons pour le dérangement.