The timetable of the Offer will be determined by the AMF (the “AMF”) under its general regulation
After the buyout offer, subject of this Circular, the squeeze-out procedure under Article L. 433-4 II of the French Monetary and Financial Code will be implemented. The shares which have not been tendered to the public buyout offer will be transferred on the trading day following the closing of the offer to Millimages, subject to compensation of 10.99 euros per share.
In application of Article L. 621-8 of the French Monetary and Financial Code and Article 231-23 of its General Regulations, the AMF, pursuant to the decision of the Compliance public offer of 13 October 2015, affixed its visa n ° 15-524 dated 13 October 2015 on the present information note. This briefing has been prepared by Millimages conjunction with Bac Majestic and is the responsibility of its signatories. The visa in accordance with the provisions of Article L. 621-8-1 I of the Monetary and Financial Code has been granted after the AMF verified that “the document is complete and comprehensible and whether the information it contains is consistent “. It does not imply approval of the suitability of the transaction nor validation of the accounting and financial information presented.
This joint information note is available on the websites of the AMF (www.amf-france.org) of Millimages (www.millimages.com) and Bac Majestic (www. bacmajestic.com) and can also be obtained free of charge from:
The information on the characteristics, legal, financial and accounting Millimages and Bac Majestic will be made available to the public in accordance with the provisions of Article 231- 28 of the AMF General Regulations, no later than the day before the opening day of the public buyout offer, on the same terms.
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PRESENTATION OF THE OFFER 4
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Operation5 the Context
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History Bidder’s participation in the last 12 months5
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threshold crossing Statement (statements over the last three years) 6
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Bac Shareholding Structure Majestic6
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Introducing the Initiateur7
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Grounds for the operation and intentions initiateur8
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Reasons for opération8
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Offeror’s Intentions for twelve months venir8
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Agreements that may significantly affect the assessment or outcome of Offre9
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FEATURES OF THE OFFER 10
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Terms of Offre10
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Number and nature of title referred to in Offre10
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Terms of Offre10
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Contributed to Offre11 Procedure
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Squeeze and radiation Euronext Paris11
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the offre12
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Offer Financing 13
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in the Offer related fees 13
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Cost and financing of the Offer mode 13
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Restriction on foreign Offer 13
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Taxation of offers 14
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Individuals resident in France 15
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Corporations French tax residents subject to income tax 16
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Non-resident shareholders 17
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Other situations 18
- REGULATORY INFORMATION BAC MAJESTIC 19
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Capital Structure 19
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Statutory restrictions on the exercise of voting rights and the transfer of shares Bac Majestic and contractual restrictions on the exercise of voting rights and the transfer of the shares Bac Majestic
19
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Direct or indirect holdings in the capital of the Company which it is aware pursuant to Articles L. 233-7 and L.233 -12 of the Commercial Code 19
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Statutory Declaration of breach of threshold 20
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List of holders of any securities with special control rights and description of these 20
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planned control mechanism in a possible system employee share of 20
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Agreements between shareholders of which the Company is aware that could lead to restrictions on share transfers and the exercise of rights vote 20
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Rules applicable to the appointment and replacement of members of the Board of Directors and the amendment of the Articles of Millimages 20
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Powers of the Board of Directors, particularly in terms of issue or redemption of shares 20
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Agreements entered into by the company and ending when the company’s change of control 22
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Agreements providing for indemnities for agents social or key employees of Bac Majestic, in case of resignation, dismissal without just cause or if their employment is terminated due to a public offering 23
- ELEMENTS ASSESSMENT OF OFFER PRICE 24
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Methodologies 24
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Methods retained 24
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apart Methods 24
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Application of the methods chosen 26
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Financial base for evaluation 26
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Company Overview 26
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Class Elements 27
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Valuation by the approach of recent capital transactions 27
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Approach Net Asset Value 28
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Summary: Determination of Offer price 34
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| 5 | THE INDEPENDENT EXPERT REPORT | 34 |
| 6 | NOTICE BOARD MOTIVE | 59 |
| 6.1 | Composition of the Board of Directors | 59 |
| 6.2 | Decision of the Board | 59 |
| 7 AND | TERMS OF PROVISION OF INFORMATION ABOUT THE COMPANY | The INITIATOR 61 |
| 8 PEOPLE | ASSUMING | THE | DISCLAIMER | DE | THE | NOTE | INFORMATION |
| JOINT | 61 |
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To the Offeror of the Offer 61
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For the Company 61
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For the presentation of the Offer 61
1 PRESENTATION OF THE OFFER
In application of Title III of Book II and more specifically Articles 236-3 and 237-1 of the general regulations of the AMF, the company Millimages SA, a public limited company with a board of directors, whose registered office is located 88, rue de la Folie Mericourt, 75011 Paris, registered with the Trade Register of Paris under the identification number 382 954 279 (interchangeably referred to the “Offeror” or “Millimages”) has irrevocably to shareholders Company Bac Majestic SA, a public limited company with a board of directors, whose registered office is at 88, rue de la Folie Mericourt, 75011 Paris, registered with the Trade Register of Paris under number 413 577 743 ( designated either “Bac Majestic” or the “Company”) to acquire through this delisting tender offer (the “Public Offer of Withdrawal”) to be immediately followed by a squeeze-out procedure (the ” Squeeze “) all of their shares at a price of Bac Majestic 10.99 euros per share.
Bac Majestic shares are admitted to trading on the regulated market of the compartment C of Euronext Paris (“Euronext Paris”) under the code FR0011451186 (symbol “TSB”).
The Offer relates to all shares Bac Majestic outstanding not held by the Offeror at the date of this joint information note, Bac Majestic is 3665 shares, representing 4.70% capital and 2.63% of voting rights.
To the knowledge of the Offeror, there are no other equity security or any other financial instrument or law that may give access, immediately or over time, to the share capital or voting rights the society.
As part of the Squeeze, Bac Majestic shares not held by Millimages will be transferred to the Offeror through the same compensation to the price of the Public Offer of Withdrawal or 10.99 euros per share ( Public Withdrawal Offer and Squeeze are defined together as the “Offer”).
Louis Capital Markets, as the presenting of the Offer, filed the draft Offer with the AMF on September 29, 2015. In accordance with Article 231-13 of the General Regulations of the AMF, Louis Capital Markets guarantees the content and the irrevocable nature of the undertakings given by the Offeror under the Offer.
1.1 Operation Context 1.1.1 History Bidder’s ownership over the last 12 months
– buyout offer for the shares Bac Majestic initiated by Millimages open from 1 December 2014 to 7 January inclusive
On November 5, 2014, Millimages filed with the AMF a draft public offer for withdrawal the shares of the company Bac Majestic, pursuant to Article 236-6 of the AMF General Regulations.
The buyout offer was the subject of an information note of the Offeror and a note in Bac Majestic response referred by the AMF on 25 November 2015 respectively the 14-621 and 14-622 numbers.
For the duration of the public buyout offer, ie from 1 December 2014 to 7 January 2015, Millimages acquired 11,529 shares on the market grouped Bac Majestic and 4815 unconsolidated shares at prices of respectively 10, 99 euros and 0.21 euros per share.
At the closure of the public buyout offer, Millimages held 72,785 shares Bac Majestic representing 133,950 voting rights, ie 93.29% of capital and 96.24% of the voting rights of Bac Majestic .
– Purchases on the market (period January-February 2015)
Between 13 January 2015 and 24 February 2015 inclusive, Millimages acquired on 1388 market shares Bac Majestic aggregated and 217 shares Bac Majestic disaggregated price of 10.99 euros and 0.21 respectively per share, representing 1.78% of capital and 1.00% of voting rights.
Following these acquisitions, Millimages held 74,177 shares Bac Majestic representing 135,342 voting rights, ie 95.07% of capital and 97.24% of Bac Majestic voting rights.
So, February 25, 2015, Millimages said mail sent to the AMF that up, February 24, 2015, the threshold of 95% of the capital of the Company.
– grouping Operations
share Bac Majestic grouping operations by assigning a new share of nominal value of 5.30 euros against 0.10 53 old par value decided by the Extraordinary General Meeting of the Company of 19 March 2013 took place from 4 April 2013 to 6 April 2015.
At the end of the consolidation period, April 6, 2015, 11,819 shares Bac Majestic disaggregated, including 5082 non-consolidated shares held by Millimages and 6737 unconsolidated shares unclaimed, were still outstanding.
At the end of the consolidation period, April 7, 2015, the shares Bac Majestic disaggregated unclaimed, 6737 shares Bac Majestic are disaggregated, were sold to Millimages, at a price of 0 21 euro per non-consolidated share.
The proceeds of the sale shall be made available to former holders of these disaggregated unclaimed shares for 10 years in an account opened at CACEIS CORPORATE TRUST, then for 30 years at the Caisse des Dépôts et Consignations .
11 819 shares not grouped Bac Majestic was exchanged against 223 shares Millimages Bac Majestic grouped.
On April 7, 2015, the shares Bac Majestic disaggregated (ISIN code FR0010973487) were delisted from Euronext Paris.
At the end of these combination transactions, Millimages held 74,305 shares Bac Majestic representing 135,470 voting rights, ie 95.24% of capital and 97.33% of the voting rights of Bac Majestic.
– Purchases on the market (period May-August 2015)
Between May 29, 2015 and August 21, 2015 inclusive, Millimages acquired on the market 51 shares Bac Majestic price unit of 10.00 euros, representing 0.07% of capital and 0.04% of voting rights.
To date, given the aforementioned purchases, Millimages holds 74,356 shares representing Bac Majestic
135 521 voting rights, ie 95.30% of capital and 97.37% of the rights Voting Bac Majestic.
- Declaration of crossing thresholds (statements over the last three years)
In accordance with Article L.233-7 of the Commercial Code, the following threshold crossing declarations were submitted to the AMF as a result of the above operations above:
| | Declaration date (date publication) | Statement of Intent | Type | Threshold | Type of transaction | Reporting Company or persons | Number of shares (% Capital) | Number of voting rights (voting rights%) |
| 215C0254 | 02/24/2015 (02/25/2015) | No | Rise | 95% Capital | Acquisition of action on the market | Millimages | 74177 (95.07%) | 135 342 (97.24%) |
| 215C0021 | 05/01/2015 (01/06/2015) | No | Rise | 95% of voting rights | Acquisition of shares in As part of the OPR | Millimages | 71540 (91 , 69%) | 132 705 (95.34%) |
| 214C2719 | 12/24/2014 (12/24/2014) | No | Rise | 90% Capital | Acquisition of shares in As part of the OPR | Millimages | 70231 (90,02%) | 131 396 (94, 40%) |
The above threshold crossing declarations are available on the AMF website ( www.amf-france.org ) .
- Distribution of capital Bac Majestic
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Capital Bac Majestic
The share capital of EUR 413,511.30 of Bac Majestic is divided into 78,021 shares 5.30 euros par value.
The total number of voting rights attached to the shares composing the share capital of the Company is 139 188 at the date of this joint information note.
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shareholding structure of Bac Majestic
To the knowledge Bac Majestic, the share capital and voting rights of the Company are distributed as follows at the date of this joint information note:
| Shareholders | Number of Shares | Number of rights vote | Number of shares voting Simple | Number of shares voting Double | % Capital | % voting rights |
| Millimages
  
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