APRR
Identification
Operation
Underwritten Global Placement and Open Price Offer
Underwritten Global Placement Characteristics See the operations note Characteristics of the Open Price Offer - Number of shares offered: between 30 and 70% of the total shares offered under the Offer before the Over Allocation Option is exercised. In any event, at least 10% of the total number of offered shares under the Offer, before exercising the Over Allocation Option will be allocated to the OPO, subject to demand. - Reservation of shares: The reservation should be for a minimum amount of 200 € and should be a whole multiple of 100 €. Else, the reservation will be rounded off to a lower whole multiple of 100 €. The same person may not issue a reservation for a number of securities higher than 20% of the total number of securities offered under the Open Price Offer. Offer reserved for employees The offer conditions for employees are given in the information document available to the beneficiaries of this offer by the company as well as in the operation note signed by the Autorité des Marchés Financiers. A notice will be published by Euronext Paris informing about the final offer conditions. Price fixing modalities The unit subscription price of the shares offered under Underwritten Global Placement will be calculated from the number of securities presented and the subscription requests made by investors based on the technique called “order book building” as developed by the professional users. The unit subscription price of the shares offered under Open Price Offer will enjoy a reduction of 1 € with respect to the Underwritten Global Placement Price. The Underwritten Global Placement Price could be between 38 € and 43 € and the Open Price Offer Price could therefore be between 37 € and 42 €. This information is strictly indicative and has no bearing on the final price of the Underwritten Global Placement and the Open Price Offer that may be fixed outside this range. In case of modification in price ranges, in case the Underwritten Global Placement Price and the Open Price Offer Price are fixed outside their respective price ranges, or in case of modification in number of shares offered under the Offer, the public will be informed about the new modalities through a notice distributed by Euronext Paris and a press release published by the Company in at least two nationally circulated financial dailies and the closure of the Open Price Offer will be postponed, or the Open Price Offer will be reopened, as the case may be, such that there are at least two trading days between the release distribution date and the new closure date of the Open Price Offer. The reservations and orders issued under the Open Price Offer before the publication of the above mentioned communiqué may be revoked up to the new Open Price Offer closure date. New irrevocable orders can be issued up to the new closure date of the Open Price Offer. The above mentioned notice and release will also indicate the new timetable with the new Open Price Offer closure date, the new date planned for price fixing and the new settlement delivery date. The Underwritten Global Placement and Open Price Offer are not subject to any registration or stamp fees.
In a communiqué dated 29 July 2004, the Minister of State, Minister of Economy, Finance and Industry informed his intention to proceed with the opening of Company’s capital. As of this day, the State and the public company Autoroutes de France a, jointly hold 98.92% of the Company’s capital and voting rights.
The opening of the Company’s capital will exclusively take place through the issue of new shares for a maximum 1209.30 million euro gross revenue (excluding capital increases resulting from the possible exercise of the Over Allocation Option and Offer Reserved for Employees). The State and Autoroutes de France will not transfer the existing Company’s shares as part of its capital opening.
On 8 November 2004, the Company’s Board of Directors, acting under delegation of the general meeting dated 3 November 2004:
- approved in principle the capital increase under a Underwritten Global Placement, for which the characteristics will be fixed by the Board of Directors due to meet on 24 November 2004 being clarified that the subscription price will be determined under the conditions decided by the General Assembly dated 3 November 2004 ;
- approved in principle the capital increase under an Open Price Offer, for which the characteristics will be fixed by the Board of Directors due to meet on 24 November 2004 being clarified that the subscription price will be the price of the Underwritten Global Placement reduced by 1 euro per share ;
- decided that the global amount, included issue prime, of the both capital increases above, cannot overtake 1 209 302 326 euro ;
- fixed the indicative price range for the Underwritten Global Placement at 38/43 euro and the indicative price range for the OPO at 37/42 euro ;
- decided that the maximum number of shares to be issued for the both capital increases above cannot exceed 32 683 846 (calculated in reference to the offering price of the lower price of the new shares within the framework of the OPO) ;
- approved in principle the issue under the Over Allocation Option, for a maximum number of 2 386 780 warrants reserved for CCF SA for service providers of investment services underwriting the operation, which may increase the capital by a maximum of 90 697 640 euro represented by 2 386 780 shares, to be subscribed to at a price that will be fixed by the Board of Directors due to meet on 24 November 2004 and which will correspond to the Underwritten Global Placement price; and
- approved in principle the capital increase for a maximum amount of 50 000 000 € represented by a maximum of 1 689 189 shares under Offer Reserved for Employees, to be subscribed to at a price that will be fixed by the Board of Directors due to meet on 24 November 2004 and which will correspond to the Open Price Offer price with a 20% discount, rounded off to the higher eurocent.
At the end of the Underwritten Global Placement, the Open Price Offer (together called the "Offer") and the Offer Reserved for Employees, the State will continue to hold jointly with Autoroutes de France more than 66 2/3% of the Company’s capital and voting rights, including the full exercise of the Over Allocation Option.
- 9 November 2004: Opening of Underwritten Global Placement, Opening of the reservation period of the Open Price Offer Opening of Offer Reserved for Employees - 20 November 2004, 5 p.m.: Closure of the reservation period of the Open Price Offer for reservations deposited at the counters of authorised intermediaries - 21 November 2004, 11:59 p.m.: Closure of the reservation period of the Open Price Offer for reservations made on the Internet - 22 November 2004: Opening of the Open Price Offer - 23 November 2004, 5 p.m.: Closure of Underwritten Global Placement (which may be closed in advance, without prior information), Closure of the Open Price Offer, Closure of Offer Reserved for Employees - 24 November 2004: Fixing the prices for Underwritten Global Placement, Open Price Offer and the Offer Reserved for Employees Company distributes a press release announcing the final conditions of the introduction operation on the Premier Marché of Euronext Paris, mainly, the prices for Underwritten Global Placement, Open Price Offer and the Offer Reserved for Employees The Minister of State, Minister of Economy, Finance and Industry distributes a press release detailing the conditions for opening up the Company’s capital Publication of the Open Price Offer results in a Euronext Paris notice First trade of Existing Shares and New Shares on the Premier Marché of Euronext Paris - 25 November 2004: Start of trading of Existing Shares and New Shares on the Premier Marché of Euronext Paris - 30 November 2004: Settlement delivery of the Underwritten Global Placement and Open Price Offer - 23 December 2004: Last date for exercising the Over Allocation Option - 21 January 2005: Settlement delivery of the Offer Reserved for Employees
HSBC CCF
LEHMAN BROTHERS
SOCIETE GENERALE