Announcement
Agios Stefanos, February 21st, 2020.
The company with the name “Folli Follie Commercial Manufacturing and Technical Société Anonyme” and the distinctive title “FF Group” (the “Company”), following its announcement dated 20.2.2020 and a relevant request by the Hellenic Capital Market Commission, provides the following additional information, regarding the briefing to the Company’s Shareholders on the 7th item of the agenda of the Extraordinary General Meeting of the Company’s Shareholders on February 20th, 2020.
Group’s Financial data and assets
The status of the Group’s property remains almost unchanged, taking into consideration that almost all the Group’s real estate assets remain as they were, with the major part of the parent Company’s real estate property remaining bound by the Greek Anti-Money Laundering Authority. The only fixed assets that have been disposed – as not necessary for the core business – in the context of enhancing the Group’s cashflow, were the corporate helicopter and a property in Hong Kong.
The Company is fully and timely consistent with its obligations to its employees and to the Public Authorities
The consolidated financial statements of the fiscal year 2018 are expected to be published by the end of May 2020.
Rehabilitation process
On February 14th, the Company announced the Launch of the Consent Solicitation towards the Company’s bondholders, i.e. to the holders of the €249,500,000 1.75 per cent Guaranteed Exchangeable Notes, due 2019, issued by FF Group Finance Luxembourg SA (the “Eurobonds”), as well as to the holders of the CHF 150,000,000 3.25 per cent Notes, due 2021 (the “Swissbonds”). At the same time, the Company published the Consent Solicitation Memoranda and the Restructuring Term Sheet with the basic terms of its proposed financial restructuring, which were the result of lengthy discussions with the advisers of a wide part of its bondholders. Based on the preparation made, the Company works with the prospect that the required majority levels will be reached, so that the restructuring agreement according to articles 106 b, d of the Greek Bankruptcy Code is executed and filed with the competent Athens Multi-Member Court of First Instance for ratification. The proposed terms of restructuring take into account the interests of all stakeholders and aim to deliver the required operational turnaround and financial rehabilitation, which will ensure the ongoing viability of the Company.
The Company acquired, by virtue of the Agreement dated January 10, 2020 with the Administrator of the subsidiary “Links (London) Limited” all the intellectual property rights of Links (London) Limited, which included substantially all of the trademarks and the intellectual property rights of Links of London. This purchase was essentially financed by the write-off of a portion of inter-company debt owed by Links (London) Limited to the Company. This purchase allows the Company to re-establish the Links of London business, free of previous liabilities and debts, as an important part of the Company’s future business strategy as part of its overall restructuring plan.
Legal actions
Following a decision by the Company’s Board of Directors and based on the findings of Alvarez & Marsal, the Company’s Hong Kong-based subsidiary, FF Group Sourcing Limited, has already filed lawsuits, since September 2019, against the persons who signed the subsidiary’s financial statements, on the basis of the offenses of abuse of trust and breach of their legal obligations as directors and Chief Financial Officer, respectively, as well as against the auditors of the said subsidiary. The claimed amount is US $78.7 million, which is likely to be revised upwards based on data collected by our legal counsels in Hong Kong.
FF Group Sourcing Limited has also filed a criminal complaint against persons allegedly involved in the issuance and use of forged banking documents.
On September 2019, the Company filed a criminal complaint for the offense of embezzlement, of the amount of € 1.8 million, which is alleged to have been deducted from the Company's treasury. The charge is also directed against any other responsible parties and is already being investigated by the competent authorities.
Based on the decision No 2983/2018 of the Athens Single-Member Court of First Instance, which was issued at the request of the Hellenic Capital Market Commission, on which request, our Company has consented, PwC has begun a management audit regarding the Company's consolidated financial statements of the fiscal year 2017. Upon completion of the management audit by PwC and delivery of the relevant report, the Company will take legal actions against any person who has provably harmed the Company by acts or omissions, in a complete and documented manner.
This announcement is released by Folli Follie Commercial Manufacturing and Technical Société Anonyme in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR) and the Rule Book of the Athens Exchange. It contains information that qualifies as inside information for the purposes of Article 7 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging the release of this announcement on behalf of the Company is Mantalena Kasidiaropoulou, Head of Investor Relations.
The company with the name “Folli Follie Commercial Manufacturing and Technical Société Anonyme” and the distinctive title “FF Group” (the “Company”), following its announcement dated 20.2.2020 and a relevant request by the Hellenic Capital Market Commission, provides the following additional information, regarding the briefing to the Company’s Shareholders on the 7th item of the agenda of the Extraordinary General Meeting of the Company’s Shareholders on February 20th, 2020.
Group’s Financial data and assets
The status of the Group’s property remains almost unchanged, taking into consideration that almost all the Group’s real estate assets remain as they were, with the major part of the parent Company’s real estate property remaining bound by the Greek Anti-Money Laundering Authority. The only fixed assets that have been disposed – as not necessary for the core business – in the context of enhancing the Group’s cashflow, were the corporate helicopter and a property in Hong Kong.
The Company is fully and timely consistent with its obligations to its employees and to the Public Authorities
The consolidated financial statements of the fiscal year 2018 are expected to be published by the end of May 2020.
Rehabilitation process
On February 14th, the Company announced the Launch of the Consent Solicitation towards the Company’s bondholders, i.e. to the holders of the €249,500,000 1.75 per cent Guaranteed Exchangeable Notes, due 2019, issued by FF Group Finance Luxembourg SA (the “Eurobonds”), as well as to the holders of the CHF 150,000,000 3.25 per cent Notes, due 2021 (the “Swissbonds”). At the same time, the Company published the Consent Solicitation Memoranda and the Restructuring Term Sheet with the basic terms of its proposed financial restructuring, which were the result of lengthy discussions with the advisers of a wide part of its bondholders. Based on the preparation made, the Company works with the prospect that the required majority levels will be reached, so that the restructuring agreement according to articles 106 b, d of the Greek Bankruptcy Code is executed and filed with the competent Athens Multi-Member Court of First Instance for ratification. The proposed terms of restructuring take into account the interests of all stakeholders and aim to deliver the required operational turnaround and financial rehabilitation, which will ensure the ongoing viability of the Company.
The Company acquired, by virtue of the Agreement dated January 10, 2020 with the Administrator of the subsidiary “Links (London) Limited” all the intellectual property rights of Links (London) Limited, which included substantially all of the trademarks and the intellectual property rights of Links of London. This purchase was essentially financed by the write-off of a portion of inter-company debt owed by Links (London) Limited to the Company. This purchase allows the Company to re-establish the Links of London business, free of previous liabilities and debts, as an important part of the Company’s future business strategy as part of its overall restructuring plan.
Legal actions
Following a decision by the Company’s Board of Directors and based on the findings of Alvarez & Marsal, the Company’s Hong Kong-based subsidiary, FF Group Sourcing Limited, has already filed lawsuits, since September 2019, against the persons who signed the subsidiary’s financial statements, on the basis of the offenses of abuse of trust and breach of their legal obligations as directors and Chief Financial Officer, respectively, as well as against the auditors of the said subsidiary. The claimed amount is US $78.7 million, which is likely to be revised upwards based on data collected by our legal counsels in Hong Kong.
FF Group Sourcing Limited has also filed a criminal complaint against persons allegedly involved in the issuance and use of forged banking documents.
On September 2019, the Company filed a criminal complaint for the offense of embezzlement, of the amount of € 1.8 million, which is alleged to have been deducted from the Company's treasury. The charge is also directed against any other responsible parties and is already being investigated by the competent authorities.
Based on the decision No 2983/2018 of the Athens Single-Member Court of First Instance, which was issued at the request of the Hellenic Capital Market Commission, on which request, our Company has consented, PwC has begun a management audit regarding the Company's consolidated financial statements of the fiscal year 2017. Upon completion of the management audit by PwC and delivery of the relevant report, the Company will take legal actions against any person who has provably harmed the Company by acts or omissions, in a complete and documented manner.
This announcement is released by Folli Follie Commercial Manufacturing and Technical Société Anonyme in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR) and the Rule Book of the Athens Exchange. It contains information that qualifies as inside information for the purposes of Article 7 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging the release of this announcement on behalf of the Company is Mantalena Kasidiaropoulou, Head of Investor Relations.
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