Shareholder - Idiot Guide to Required Action?

[Iain Chapman]

Hi All,

Does anyone have / is anyone qualified to give / point me in the direction of an idiots guide to what action shareholders (UK based - Halifax) need to take regarding the recapitalisation please?.

Thank you

Iain

 

[katiesam]

I'd be very interested in this too as I have no clue whether I need anything or not.

It's all rather confusing

 

[HFJohnson]

As they only just confirmed at the recent shareholders meeting that the recapitalisation would be going ahead I don't think we need to do anything at the moment. I assume that we will be sent something in the next few weeks that explains our options in detail.

 

[Jonjo]

All shareholders should be been contacted directly by the Shareholders club by now (if your a member). A number of important documents have been released which all shareholders should read.

If you have not received them, I have posted them onto my Salon Mickey blog here. The most important documents are the Recapitalization Securities Note and the Prospectus.

Here are links to them if you have not received them. Recapitalization Securities Note and Prospectus.

The article Euro Disney S.C.A. announces implementation of the recapitalization proposal overs what is happening.

This is a Mandatory Tender Offer with a subscription ratio of 9 new shares for 1 existing share, with the subscription price of 1.00 euro per new share . The subscription period is from January 19, 2015 to February 6, 2015 (inclusive). So you have not got long to decide if you are going to partake.

Following completion of the Rights Offering shareholders will then have the opportunity to tender their shares in the mandatory tender of 1.25 euro per share to TWDC.

If you do not participate in the Rights Offering or if you do not exercise your Rights to Acquire the new Euro Disney S.C.A. shares, shareholders will experience a dilution of their share capital.

The Right to Acquire Euro Disney S.C.A. shares will be personal to the eligible shareholders of Euro Disney S.C.A. and will be non-negotiable, non-assignable and non-transferrable. The period during which this right will be exercisable will last 30 calendar days from the 6th trading day (inclusive) following the completion date of the Mandatory Tender Offer. If not exercised, this right will automatically expire and TWDC will be able to take up the offer and buy these shares.

Once the offering is compete the new shares will be listed for trading on Euronext Paris from February 20, 2015.

To find out if you are able to participate you will need to contact your broker. As some holders of EDL shares are finding out, they are not eligible to take part as their shares are held in bearer form and not pure shares, so they are unable to take part, as their brokers hold the shares on their behalf and they do not actually own them, the broker does.

A few shareholders I know are in the process of converting their stock from bearer form to pure form and transferring them to other brokering firms to enable them to partake in the offering.

I strongly suggest that you contact your broker or an independent financial adviser to help decided upon what cause of action is best for you. Everybody's circumstances are different and what decision one person makes may not necessarily be right for you.

 

[tennisfan]

Is it similar to the last recapitilisation in which 10 old shares became 1 new share? but in this case 9 old shares will be worth 1 new share and you can buy more at €1? for a short time

Or are they trying to get more people to buy shares?

 

[Jonjo]

Is it similar to the last recapitilisation in which 10 old shares became 1 new share? but in this case 9 old shares will be worth 1 new share and you can buy more at €1? for a short time

Or are they trying to get more people to buy shares?

They are tying to get existing investors to buy more shares and re-invest in the company. The difference this time round is that you can sell the new shares you have purchased for €1 to TWDC for €1.25, and make at least 3.46, which was the share price before the recapitalization announcement so you can break free with as little loss as possible.

Also if shareholders do not take up the 9:1 purchase offer TWDC has the option to buy them, so they can increase their shareholding holding in Euro Disney. It's envisaged that by the end of the process TWDC will own 70% of Euro Disney from the 39% they own at the moment.

Another issue with this recapitalization is that only shareholders in France and in the United Kingdom can partake. No announcement has been made yet if shareholders in other EU countries will be able to take part.

 

[Ware Bears]

Thank you so much for posting this as I'd pushed it all to the back of my mind and promptly forgotten about it! I gather the prospectus is being mailed to us as I haven't had an email about it, I only received the AGM letter/fiscal book etc this week although it was postmarked 22nd December!

Going to get DH to look at Jonjo's links tonight but my thinking is that I'm probably going to sit tight and do nothing, I'm not overly bothered about my holding being devalued so long as my club membership will still be honoured.

ETA: Just realised I did have an email about it on the 14th - and they had flagged it up as important - how on earth did I miss it! should have a smiley for slapping oneself!

 

[sduffield]

What happens if a shareholder who does not want to partake in the 9:1 acquisition of new shares? Would the amount of shares held be realigned to the new share structure (like what happened a few years ago)?

And what about the Shareholders club? I know they have announced the Shareholders Club will still exist after recapitalisation and that existing members will still have access to the Club, but what would be the possibility that they may (and because Euro Disney SCA will only hold a small percentage of shares) change the minimum critera for the Club?

 

[tennisfan]

Yes to both, they are tying to get existing investors to buy more shares and re-invest in the company. The difference this time round is that you can sell the new shares you have purchased for €1 to TWDC for €1.25, and make at least 3.46, which was the share price before the recapitalization announcement so you can break free with as little loss as possible.

Also if shareholders do not take up the 9:1 purchase offer TWDC has the option to buy them, so they can increase their shareholding holding in Euro Disney. It's envisaged that by the end of the process TWDC will own 70% of Euro Disney from the 39% they own at the moment.

Another issue with this recapitalization is that only shareholders in France and in the United Kingdom can partake. No announcement has been made yet if shareholders in other EU countries will be able to take part.

Thanks, I wasn't sure that was the case as they make it seem really complicated this time where as last time they put it in laymans terms.

I may consider buying a few more shares at the €1 deal if I get the opportunity to

Thank you so much for posting this as I'd pushed it all to the back of my mind and promptly forgotten about it! I gather the prospectus is being mailed to us as I haven't had an email about it, I only received the AGM letter/fiscal book etc this week although it was postmarked 22nd December!

Going to get DH to look at Jonjo's links tonight but my thinking is that I'm probably going to sit tight and do nothing, I'm not overly bothered about my holding being devalued so long as my club membership will still be honoured.

ETA: Just realised I did have an email about it on the 14th - and they had flagged it up as important - how on earth did I miss it! should have a smiley for slapping oneself! ;)

What happens if a shareholder who does not want to partake in the 9:1 acquisition of new shares? Would the amount of shares held be realigned to the new share structure (like what happened a few years ago)?

And what about the Shareholders club? I know they have announced the Shareholders Club will still exist after recapitalisation and that existing members will still have access to the Club, but what would be the possibility that they may (and because Euro Disney SCA will only hold a small percentage of shares) change the minimum critera for the Club?

I would imagine the realignment would be the case as that is what they mean by dilution, you will not hold as many shares as you did before.

Regarding the club no one knows as they are obviously considering something hence the suspension of new members. They may change the minimum again but could be like the recent one where they honoured it for people who had been members since a certain date.

 

[Jonjo]

What happens if a shareholder who does not want to partake in the 9:1 acquisition of new shares? Would the amount of shares held be realigned to the new share structure (like what happened a few years ago)?

The value of the shares you own will be reduced like last time.

And what about the Shareholders club? I know they have announced the Shareholders Club will still exist after recapitalisation and that existing members will still have access to the Club, but what would be the possibility that they may (and because Euro Disney SCA will only hold a small percentage of shares) change the minimum critera for the Club?

It's been announced that existing members who were members of the club before the recapitalization will be grandfathered into the club.

At a recapitalization information meeting held a few weeks ago, it was mentioned that new shareholders wanting to join the club will require 900 new shares to join, but this has not been officially confirmed yet.

 

[HFJohnson]

So am I right in thinking that I can...

a) not do anything. The value of my shares will be significantly reduced but, I guess, could potentially rise again in future. As I have 100 shares my membership of the shareholders club won't change for the foreseeable future.

b) find the money to purchase the extra shares and then sell the whole lot back to TWDC but then my shareholder membership will cease

but can I also...

c) buy the extra shares and then sell all but 100 so that I take advantage of the deal but also retain my shareholder membership?

 

[Iain Chapman]

So am I right in thinking that I can...

a) not do anything. The value of my shares will be significantly reduced but, I guess, could potentially rise again in future. As I have 100 shares my membership of the shareholders club won't change for the foreseeable future.

b) find the money to purchase the extra shares and then sell the whole lot back to TWDC but then my shareholder membership will cease

but can I also...

c) buy the extra shares and then sell all but 100 so that I take advantage of the deal but also retain my shareholder membership?

EDIT: If you did nothing (scenario A), does that mean that automatically (ie without you doing nothing) your 100 shares becomes 900?

Thanks

Iain

 

[Jonjo]

Great episode of the Dedicated to DLP Podcast which overs this weeks AGM.

Mark takes the reigns in this episode and is joined by Martin Walker who attended the AGM. They talk of the financial state of the resort, the vote for recapitalisation being passed by the shareholders and what’s to come in the future.


http://dedicatedtodlp.com/2015/01/18/dedicated-disneyland-paris-podcast-episode-50-agm-recapitalisation-special/

 

[Iain Chapman]

To find out if you are able to participate you will need to contact your broker. As some holders of EDL shares are finding out, they are not eligible to take part as their shares are held in bearer form and not pure shares, so they are unable to take part, as their brokers hold the shares on their behalf and they do not actually own them, the broker does.

As I can't contact them until tomorrow, does anyone already know the position from Halifax Share Dealing please?

Thanks

Iain

 

[HFJohnson]

EDIT: If you did nothing (scenario A), does that mean that automatically (ie without you doing nothing) your 100 shares becomes 900?

Thanks

Iain

Unless I've misunderstood then no as you have to pay the 1 euro per share to get the additional shares. However if you don't do anything then the value of your 100 shares will be reduced.

Re Halifax, I read on another forum that Halifax will be contacting all shareholders tomorrow (by email I guess) explaining their options. My shares are with Halifax so I'll be looking out for this.

 

[Jonjo]

I'm sitting tight with my 101 shares, and will not be taking part in the recapitalization. I'm already a member of the shareholders club so will be grandfathered in upon my renewal in two years times. Also I'm not that worried about the value of the shares I hold being reduced. I purchased them to become a member of the shareholders club and for the discounts that club membership offered. Over the years the discounts I have received have easily covered their purchase price.

If someone can share a copy of the email they receive from the Halifax tomorrow, I'm sure it will be a great help to those with accounts with them on how they can proceed. A shareholder I know who has their shares with Hargreaves Lansdowne has already been told they can not take part in the offer due to the way HL hold the shares in bearer form.

 

[ThBa]

Same here.

I have 111 shares rotfl2 and I will and can not buy more.

I´m not a shareholder for making profit with these shares.

First I´m a little bit proud to own a very small piece of DLP and second because of the discounts and Salon Mickey.

My shareholder card is valid until 09/16 and if I can not renew then with 111 shares it will be sad but ok.

But I hope that all the "old" shareholders will remain in the shareholder club and only the new one will need way more shares.

So at the moment I will not sell my shares and do not buy any more.

Lets see what the future brings.

 

[Jonjo]

Same here.

I have 111 shares rotfl2 and I will and can not buy more.

I´m not a shareholder for making profit with these shares.

First I´m a little bit proud to own a very small piece of DLP and second because of the discounts and Salon Mickey.

My shareholder card is valid until 09/16 and if I can not renew then with 111 shares it will be sad but ok.

But I hope that all the "old" shareholders will remain in the shareholder club and only the new one will need way more shares.

So at the moment I will not sell my shares and do not buy any more.

Lets see what the future brings.

Fully agree, I think most of us purchased shares to be proud to say we own a little bit of DLP and not as a serious investment opportunity.

DW and I like to believe that one of the animatronic pigeons in the baskets under the Hyperion Airship in Videopolis is ours, and we always stop by to give it a wave when we visit.

So far it's been announced that existing shareholders that continue to hold 100 shares as of 16 Jan will still be able to renew their memberships.

At present the club has suspended accepting new members until the recapitalization has been completed and then open up membership again for new members that hold 900 shares or more.

I think the recapitalization is good for the resort and brings in a much needed cash injection to enable to get the resort ready for the 25th anniversary and to ensure the resort is ready for when Europe comes out od the recession.

 

[cherrymarzipan]

Re Halifax, I read on another forum that Halifax will be contacting all shareholders tomorrow (by email I guess) explaining their options. My shares are with Halifax so I'll be looking out for this.

Oh good, this is what I have been looking out for so hope it arrives today.

Anyone understand how the reduction in value of existing shares works in the case of sitting tight? I'm in the now unlucky situation of having rather more than 100 shares.

 

[Jonjo]

I had a look at the shareholders club website this morning and the following notice was posted on the front page...

I wonder if major changes are on the way....

Reminder on the modifications of the Shareholders Club general conditions

Euro Disney S.C.A. reserves the right to modify without prior notice the general conditions and/or the eligibility conditions and/or the characteristics of the Shareholders Club, including the different types and levels of offers and discounts proposed to the members of the Shareholders Club.

Euro Disney S.C.A. also reserves the right to terminate Shareholders Club activities for any reason and at any moment, in which case it commits to honor all reservations made up to and inclduing the dates benefitting from a Shareholders Club discount.