AGM and recapitalization documents

[Jonjo]

With the AGM and Recapitalization vote soon upon us. I've put together a collection of links to the documents and articles published by Euro Disney S.C.A. that shareholders may find useful in readiness for the Annual General Meeting that will take place on Tuesday 13 January 2015, at 3:00 pm at the Palais des Congrès conference centre in Paris.

http://salonmickey.wordpress.com/2014/12/26/2015-annual-general-meeting-documents/

All shareholders of Euro Disney can attend the AGM and vote on the resolutions, either in person at the AGM or by post by using a postal ballot. It does not matter how many shares you own or whether your a member of the Shareholders Club, you can still vote.

This recapitalization proposal by TWDC is one of the most important things to happen to DLP since TWDC purchased the resorts debt from the banks in 2012.

 

[gavvy]

The more I read about this the more confused I Get!

 

[Jonjo]

I have also publish a few more articles over the last month that may be of interest to shareholders regarding the recapitalization.

They are all long and a bit wordy, but are worth a read if your a shareholder and want to be more informed about the recapitalization proposal.

Recapitalization essential for the success of Disneyland Paris – Tom Wolber.
Tom Wolber, President of Euro Disney S.A.S. meet with representatives of APPAED, the Association of Small Holders of Euro Disney Shares on 3 December 2014 where the proposed TWDC the recapitalization plan was discussed, and how it will affect Small Shareholders.

December 2014 Shareholders Round Table Meeting
This is a report from the Round Table Meeting that was held on 8th December at Hotel New York.

A report from the Paris Recapitalization Information Meeting
On Thursday 11 December 2014 a Shareholders Recapitalization Information Meeting was held in Paris to discuss the Recapitalization proposal that has been made between Euro Disney and The Walt Disney Company (TWDC). This meeting was part of a number of conferences that were held in France to help inform shareholders of the proposal and to enable them to ask questions to members of the Supervisory Board and Company Officers.


APPAED to vote against the Recapitalization Proposal.
APPAED, the Association of Small Euro Disney Shareholders has announced today, that at its General Meeting, the association decided to vote AGAINST the TWDC Recapitalization proposal that has been presented by Euro Disney S.C.A. This decision by APPEAD may not prevent the recapitalization project being approved as the association does not have the majority of the votes. But it is a way for the association and their members to express dissatisfaction with the proposal.

 

[cherrymarzipan]

Thank you for putting this here for us but like gavvy I am still very confused. On the grand scale bringing in more money from the recapitalisation must be advantageous but at a personal level I have no idea which way to jump. With over a hundred shares it will be a large outgoing for me but selling will equally be a reasonably large loss. When all this first came about I thought doing nothing and just holding on to the shares was not an option then I thought I read at one point that we could. Now, reading through the links I see it as a straight buy or sell choice again, am I right? Do I risk more by buying than selling?

Should I be voting "no" to support APPAED who presumably have the best idea of what is in the small shareholder's' interest? It is hard to balance what is best for the park with a bit of self interest. Can you advise us Jonjo please?

 

[Jonjo]

Unfortunately I'm not qualified enough to people give advice on how people should vote on the 13th Jan, I'm just a fan like everyone else on this forum. But I am trying to publish as much information as possible on my blog to help shareholders make an informed decision.

It's a tricky situation, DLP needs this recapitalization to fund improvements to the resort and to get ready for the 25th Anniversary. It's also needs to ensure that the parks are ready to attract new guests once the European financial crises is over. Those hotels need to be ready to host new guests and those who will be able to return again when they can afford to do so.

As an investor I dumped my Euro Disney stock a while ago when try reached the dizzy heights of 9 Euros a share and now only hold enough to be a member of the shareholders club.

My problem with this is that we have been here before in 2004. That share and debt consolidation we were told would solve all the parks problems, but here we are again in 2014 have to go through all this again. But this time the lender of last resort is TWDC and not the banks.

My major concern is that DLP has to cut costs, invest in back office systems, improve the guest experience and refurbish to park. It's a big ask do all this with the funds available. Also if DLP does not do something radical and pull something truly magical out the wizards hat between now and 2024 when the debt needs to be paid back to the TWDC, I can see us being in the same situation again in 10 years time. The park need to start turning a profit. Hence the hotel refurbishments to increase there star ratings to attract guest with greater spending power.

This recapitalization is the only course of action that can be taken. TWDC was the only place they could turn to for the funds needed to invest in the park. All the banks and investment companies turned them down. This is the resorts only way forward. There is no Plan B. It either goes through on the 13 Jan or the resort closes. It's as simple as that.

All investors and shareholders need to make up their own minds on how to proceed. To vote yes or vote no.

I personally believe the resolution will pass. The Prince and TWDC are backing it and I expect the other large financial companies will probably follow their lead. Whether us - the smaller investors will follow is another mater. APPAED has advised their member to vote no. And the French financial newspapers are also advising investors to steer clear of this investment opportunity.

If you want to get out, TWDC has give shareholders the option of selling shares to them during the recapitalization process so shareholders can recover a small amount of their investment.

Now whether other financial investors partake in the recapitalization is another matter. The vote could go through and only the Prince and TWDC partake. Where that leave the plan is a big unknown. There are around 26,000 shareholders with only 20 shares, I doubt these investors will take part. Let alone vote on the resolution.

The other worry is what happens if TWDC pulls out at the last minute. Or the shareholders vote no.

A Disney park has never closed, it would be very embarrassing for TWDC to have to close one, and would the French Gov. stand ideally by and watch 15,000 people be made redundant. Could France cope with around 50,000 indirect job losses if the resort were to close. These are all the big unknowns if the vote is rejected on the 13th Jan 2015.

Many small shareholders like us will vote with their heart because they love the resort so much and want to help save it. Some with vote with their minds and and realize it's not a good investment.

But one thing is for sure 13th Jan 2015 will be a make or break day for DLP.

 

[gavvy]

I think it will go ahead regardless of what small investors like us think, Disney own 39% or so and the prince nearly 10 % invesco 6% - wont take too many votes to get it though.

My problem is I don't understand why I have to pay money to keep the same value of shares, and end up with more. sell them to disney (which I think they hope most small investors will do) or do noting and loose 1/3 of the value overnight.

I only own 40 shares- I was grandfathered into the shareholder club as I have been a member over 10 years. I have never seen them as an investment anyway more a bit of fun. so I may just accept the devaluation and keep my shares, as long as they don't lock me out of the club.

When I bought them they were on the UK stockmarket, now they on the paris, and SocGen have been a nightmare to deal with as they administer the pure form shares that I have. - I cannot see this going smoothly for UK investors.

 

[cherrymarzipan]

Thank you Jonjo. As you say it is a question of voting with the heart for most of us. I only bought in to feel part of the Disney "family", certainly not as an investment. As a Dream AP holder the perks are not that important either to me but I would like to remain a shareholder if possible, for purely emotional reasons.

Really scary: spend a not inconsiderable amount now and hope to eventually be able to sell some and recoup a bit (but with the risk of having to either buy exponentially more at a later date or lose even more) or take the hit for a sure (but lesser) loss now. It seems like a lose, lose situation. Oh to have a crystal ball...

 

[rottie155]

Thank you for this Jonjo - really interesting to read it all and useful to have in one singular place!

The only thing that is confusing me, if I do absolutely nothing whatsoever, does that mean I get to keep the shares (no matter what these change into) and the Shareholder Card/Perks remain the same... or do you physically need to go into something - sell and rebuy in order to be classed as a shareholder going forward? That's the part that's lost me!!

 

[Jonjo]

The deadline to register to attend or apply for a post vote for this years AGM will soon be upon us and APPAED (Association des Petits Porteurs d’Actions Euro Disney) has produced the following information to aid Euro Disney S.C.A. shareholders to register to attend this years AGM or to apply for a postal vote.

How to participate in the Annual General Meeting 2015

This year the Euro Disney Annual General Meeting will take place on Tuesday January 13, 2015, at the Palais des Congrès – 2 Place de la Porte Maillot – 75017 Paris at 3:00 pm.

1 – Required Conditions for participating in the General Meeting

Any shareholder, regardless of the number of shares he or she holds, has the right to attend the General Meeting.

The right to participate in the General Meeting is subject to the registration of the shares in the shareholder’s name in the Company’s share register (registered shares) or in a share account kept by a financial advisor (bearer shares) by midnight, Paris time, three business days prior to the date of the General Meeting, at the latest, in this case, by end-of-day Saturday, January 10, 2015

2 – How to attend

How to participate in the Annual General Meeting 2015

If you hold your shares in registered form: You received directly the voting/proxy form. To receive an admission card, you must check the box A at the top of the enclosed voting/proxy form, date and sign it, and send it to: Société Générale –Services Assemblées – 32 rue du Champ de Tir – CS 30812 – 44308 Nantes Cedex 03

An admission card will then be mailed to you.

If you hold your shares in bearer form: (Halifax etc) You must contact your financial adviser managing your share account who will issue a certificate of ownership which will provide proof of identity and your ownership of shares. This certificate must then be sent to: Société Générale –Services Assemblées – 32 rue du Champ de Tir CS 30812– 44308 Nantes Cedex 03 indicating your intention to participate in the General Meeting.

An admission card will then be mailed to you.

B – You cannot attend the General Meeting

In the event you are unable to attend the General Meeting, one of the following three options is available to you with the voting/proxy form:

1. Vote by mail: You wish to vote by mail, check the box 1 and follow the instructions.

2. Give proxy to the Chairman of the General Meeting: You wish to give proxy to the Meeting Chairman, check the box 2 (do not check box 1 or box 3).
Attention: the Meeting Chairman will vote YES for all the resolutions.

3. Be represented by a person of your choice: You wish to give proxy to the person of your choice, who will attend the Meeting: check the box 3 and fill in the contact details of this person.

Regardless of the option you chose, do not forget to date and sign. Fill in your last name, first name and address or verify them if they are already written.

Only voting/proxy forms that are completed, dated and signed, and are received by Wednesday, January 07, 2015 at the latest by Société Générale –Services Assemblées will be taken into account. If you hold your shares on a bearer form, please include your certificate of ownership with your voting/proxy form.

Société Générale – Services Assemblées – 32, rue du Champ-de-Tir – CS 30812 – 44308 Nantes Cedex 03 – France

Important: you can give proxy to anybody who will attend the meeting or to a moral entity such as APPAED (to do this you must be a member of APPAED). Be sure that the person will vote as you wish. Don’t forget to inform the person and tell her how many votes you have.

 

[Jonjo]

Thank you for this Jonjo - really interesting to read it all and useful to have in one singular place!

The only thing that is confusing me, if I do absolutely nothing whatsoever, does that mean I get to keep the shares (no matter what these change into) and the Shareholder Card/Perks remain the same... or do you physically need to go into something - sell and rebuy in order to be classed as a shareholder going forward? That's the part that's lost me!!

I've seen some contradictory answers to this question in various forums and on on social media so I have emailed the shareholders club for a definitive answer.

The way I understand it is that you will still remain a member of the shareholders club after the recapitalization if your a member now, as long as you still hold shares.

There no changes planed to the admission criteria for existing members of the Shareholders Club due to this transaction. However they may adjust the admission criteria in the future for new shareholders to 900 shares.

 

[rottie155]

I've seen some contradictory answers to this question in various forums and on on social media so I have emailed the shareholders club for a definitive answer.

The way I understand it is that you will still remain a member of the shareholders club after the recapitalization if your a member now, as long as you still hold shares.

There no changes planed to the admission criteria for existing members of the Shareholders Club due to this transaction. However they may adjust the admission criteria in the future for new shareholders to 900 shares.

Hi Jonjo!
Thanks for that!!

Wow - I can't believe a 900 threshold is even in contemplation! I guess they will target serious investors going forward. It's all interesting