Anti Dilution Mechanism to launch on 2 October 2015

[Jonjo]

The Euro Disney S.C.A. Shareholders Club wrote to shareholders yesterday to remind them of the commencement of the anti dilution mechanism part of the recapitalization plan which is scheduled to start on the 12 October 2015 and will last for 30 days.

The anti dilution mechanism alows shareholders to purchase additional shares from Euro Disney at €1.25 per share pro rata of their holding on 16 Jan 2015. Euro Disney shares were trading on the Euronext at €1.25 at 12:00 noon French time today (30 Sept).

The AMF annouced yesterday that The Walt Disney Company now own 82.15 % of Euro Disney S.C.A. with a holding of 643,497,755 shares held via it’s three subsidiary companies EDL Holding Company, EDI SAS and EDLC SAS.

Here is a breakdown of the holding by TWDC:

EDL Holding Company – 31.90% – 249,897,755 shares
EDI SAS – 25,12% – 196,800,000 shares
EDLC SAS – 25,12% – 196,800,000 shares

Here is a copy of the email sent to shareholders:

Euro Disney S.C.A. reminds its shareholders of the possibility to exercise, under certain conditions, a right to acquire Euro Disney S.C.A.’s shares, following the mandatory simplified tender offer, within the framework of the recapitalization plan.

Following the completion of the Offer, and as the final step in the implementation of the Euro Disney S.C.A. group’s recapitalization plan as announced on October 6, 2014, shareholders having the status of Eligible Shareholders (as defined below) have now the possibility to exercise their rights to acquire Company’s shares (the “RAS”).

The “Eligible Shareholders” are the individuals or legal entities (other than EDL Holding, EDI S.A.S. and EDLC S.A.S.) having the status of being a Company shareholder at each of the three following dates:

(i) on January 16, 2015, i.e., on the last trading day preceding the opening of the subscription period of the capital increase with shareholders’ preferential subscription right maintained implemented during the first quarter of 2015 (the “Rights Offering”);

(ii) on February 20, 2015, i.e., on the date of settlement and delivery of the Rights Offering; and

(iii) on October 2, 2015, i.e., the day following the date of settlement and delivery of the Offer (on the positions on October 1, 2015 in the evening observable on October 2, 2015 in the morning).

• As further described below, the number of RAS that will be granted to each Eligible Shareholder will be pro rata to its shareholding in the Company’s share capital.

• The information regarding both the allocation and the exercise of the RAS will be provided to each Eligible Shareholder by its authorized financial intermediary.

• For further information concerning the terms and conditions of both the allocation and the exercise of the RAS, please refer to the press release published today and available on the Company’s website: http://timon.disneylandparis.com/corporate/en (section: related documents)