AMBOISE PROMESSES
Identification
Operation
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 OPO and will take account of 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 28 March 2006 after centralisation of the OPO and should be published by Euronext Paris SA in a notice that same day. The final share price may be set outside the mentioned range. The Global Placement Prior to the admission, a part of the shares will be distributed to institutional investors, within the framework of a Global Placement realised in France and abroad (with the exception of the United States of America). - Number of shares: A maximum of 90% of the shares offered under the Global Placement and OPO before the exercise of the extension clause and over-allocation option i.e 7,650,000 shares. The number of shares offered within the Global Placement may be increased if the OPO is not fully subscribed. - Underwriters: ABN AMRO Rotschild, Natexis Bleichroeder The Open Price Offer The OPO is mainly open to natural persons and body corporates under the French Law. The subscription orders from Apax Partners employees and Altamir shareholders will have priority over all the others orders. - Number of shares in the OPO: A minimum of 10% of the total number of shares offered under the Global Placement and OPO (before the exercise of the extension Clause and Over-allocation Option), i.e 850,000 shares. The number of shares offered within the Global Placement may be reduced in order to increase the Open Price Offer. According to the importance of the demand, the number total of shares offered within the OPO could represent 15% of the total number of shares offered to the public. Free allotments of warrants and trading of "Amboise A et BSA" The free allotment of the warrants will be executed by Euroclear on the basis of all existing shares as stated at 31 march 2006. The terms and conditions of the warrants are described in the prospectus and will be described in a Euronext Notice to be published before the 31 March 2006.
Admission to Eurolist by Euronext, the 36,900 existing shares that comprise the equity of Amboise Investissement SCA at the day of the admission, plus a maximum of 9,775,000 new shares obtained from a capital increase effected as part of the listing.
Euronext Paris SA has decided to admit two categories of stock subscription warrants A and B (BSA A and BSA B) to be issued and allocated for free to all the shareholders comprising the company’s share capital at the date of settlement/delivery of new shares (i.e 31 March 2006). Each share entitles the holder to the free allocation of one stock subscription warrant of each category.
In accordance with the article 225-91 of the Code de commerce, the shares, and the BSA A and BSA B will be traded together as a unit as of 3 April 2006. The stock subscription warrants will be attached to the shares until 26 August 2007 included. The terms and conditions of the warrants will be described in a notice published by Euronext Paris SA that will be published before 31 march 2006.
The admitted shares to Eurolist by Euronext will represent the total equity and voting rights. Since the admission, the shares will be either in bearer form, or in registered form at the choice of the shareholder.
8,500,000 shares, (before extension clause and over-allocation option), will be made available to the public and distributed within the framework of a Global Placement and an Open Price Offer (OPO). These shares will arise from a capital increase of 8,500,000 new shares by virtue of the authorisation given by the General Assembly of 15 February 2006.
Extension clause: According to the importance of the demand, the company Amboise Investissement SCA in accordance with the bookrunners-lead manager, ABN AMRO Rotschild could decide to increase the number of shares initially offered in the Global Placement up to 850,000 additional new shares (i.e a maximum of 10% of the total number of shares offered in the Global Placement and OPO). A stock subscription warrant of each category (BSA A and BSA B) will be attached to the new shares, one BSA A and one BSA B per share.
Over-allocation option: In order to cover any over-allocations, the company may issue to the profit of the Bookrunner-Lead manager ABN AMRO Rothschild, stock subscription warrants that allow to subscribe 425,000 new shares within the framewok of the Global Placement. One stock subscription warrant also entitles the holder to the free allocation of one stock subscription warrant of each category (BSA A and BSA B). The exercise of the over-allocation option will take place not later than 27 April 2006.
The Amboise shares will be admitted temporarily on Eurolist under the title "Amboise PROMESSES". (ie notice for detail)
- Period of the Global Placement: from 15 to 28 March 2006 (12:00) - Period of the OPO: from 15 to 27 March 2006 (17:00) - First quotation: 28 March 2006 - Beginning of trading: 29 March 2006 - From 29 to 31 March 2006 inclusive: trading under the quotation line "Amboise PROMESSES" - As of 3 April 2006: the Amboise shares and warrants will trade as units under the title "Amboise-A et BSA", code ISIN FR0010307348 (unchanged) and mnemonic "AMB" (unchanged) - Until 26 August 2007: BSA A and BSA B will be admitted to trading as of the date of settlement/delivery of the new shares. Moreover the BSA A and BSA B will only be admitted to trading as a unit, together with the share under the same ISIN code FR0010307348 and the same symbol (AMB).
ABN AMRO Rothschild
Natexis Bleichroeder