Global Placement and Open Price Offer
Conditions applying to both Global Placement and Open Price Offer The first share price will be set at the end of the Offer and will take into account the demand expressed in the Global Placement. The prices of the Global Placement and the OPO are the same. The definitive price will be set on April 6, 2006 after centralisation of the OPO and should be published by Euronext Paris in a notice that same day. The final share price may be set outside the mentioned range. Characteristics of the Global Placement Prior to the quotation, a part of the shares will be distributed to institutional investors, within the framework of a Global Placement realised in France and abroad, including the United States of America. - Number of shares: 39,320,368 shares, i.e. 90% of the offered shares, excluding the increase option and excluding the exercise of the over-allotment option. The number of shares offered within the Global Placement may be increased if the OPO is not fully subscribed. - Underwriters: BNP Paribas, J.P. Morgan Limited, Lehman Brothers International (Europe), Morgan Stanley & Co. International Limited, as joint lead managers and joint bookrunners, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, HSBC Bank Plc, Société Générale, as co-lead managers, and Calyon and Oddo et Cie, as co-managers. Characteristics of the Open Price Offer The OPO is meant for retail investors, legal entities and certains UCITS (fonds communs de placement). - Number of shares in the OPO: 4,368,930 shares, i.e. 10% of the offered shares, excluding the extension option and before the exercise of the over allotment option. The number of shares offered within the Global Placement may be reduced in order to increase the OPO.
Admission on Eurolist by Euronext 189,837,725 existing shares representing the outstanding share capital of LEGRAND, and :
- a number of 43,689,298 new shares from a capital increase by way of public offerin, which may increased to a maximum of 50,242,693 new shares if the increase option is fully exercised; - a maximum of 33,862,914 new shares from a capital increase reserved to GP Financière New Sub 1 SCS (Consortium’s sub subsidiary) which may be reduced to 27,309,519 new shares if the increase option is fully exercised;
- a maximum of 6,433,824 new shares from a capital increase reserved for employees of the Company and certain of its French subsidiaries.
The admitted shares, which par value is 4 euros per share, will represent the outstanding share capital and voting rights in the Company as of the date of listing and will be participating from January 1st, 2006. Since the admission, the shares will be either in bearer form, or in registered form, at the option of the shareholder.
43,689,298 new shares, increase option and over-allotment option excluded, will be made available to the public and distributed within the framework of a Global Placement and an OPO.
Increase option: depending on the demand, the board of directors may decide, on April 6, 2006, to increase the number of new shares by 15% to a maximum number of 50,242,693 new shares, i.e. 6,553,395 shares additional.
The new shares will be issued pursuant a capital increase which was decided by the board of directors on March 22, 2006, pursuant to the authorization granted by the extraordinary shareholders’ meeting held on February 24, 2006.
In order to cover any over-allotments, Lumina Parent Sàrl will agree to grant JP Morgan Securities Limited acting on behalf of the underwriters an option to purchase up to 7,536,404 additional existing shares at the introductory price, i.e. 15% of the total number of shares offered. It will be possible to exercise this option in whole or in part at any time until 30 days after the date of the close of the selling period for the shares, i.e. from April 6, to May 5, 2006.
The LEGRAND shares will be admitted temporarily on Eurolist by Euronext under the title "LEGRAND PROMESSES". (ie notice for detail)
- Period of the Global Placement: from March 23 to April 6, 2006 (12:00) - Period of the OPO: from March 23 to April 5, 2006 (17:30 and 23:59 for subscriptions on Internet) - First quotation: April 6, 2006 - Beginning of trading: April 7, 2006 - From April 7, 2006 and until April 11, 2006 inclusive: trading of new and existing shares on a single quotation line "LEGRAND PROMESSES" under the code FR0010307819 - From April 12, 2006: the LEGRAND shares will be quoted under the title "LEGRAND SA", code ISIN FR0010307819 (unchanged) and mnemonic LR (unchanged)