ARCHIMEDE & CIE
Identification
ARCHIMEDE & CIE is specialised in the creation of up-market and protective clothing for children from three months to eighteen years old. The originality of its products can essentially be seen in the following three innovative concepts:
- The buoyancy swimsuit: it allows children to appreciate the water safely from the age of two. Thanks to this suit, children feel supported in the water. Floats fitted on the chest allow children to adopt an ideal position, feel free to move around and keep their heads out of the water.
- Double protection: this swimsuit, intended for children from three to thirty-six months old, is lined with a layer of "anti-leak" PVC, allowing babies to move around in the water without the risk of soiling the suit. This comfortable swimsuit replaces or covers up traditional disposable nappies.
- The sunscreen: this suit consists of treated material to make sure children have optimal protection against the sun’s rays. Developed with the help of dermatologists, it is particularly appropriate for places that are very exposed to the sun, and for children with very sensitive skin.
Up to now, ARCHIMEDE’s basic "beachwear" collection has never stopped expanding with articles such as bikinis, boxer shorts, underpants and bathing trunks, beach robes, pareos, sunglasses, beach shoes or even hats.
Since 2005, ARCHIMEDE has developed a second season in its collections, with "Nightwear" and "Outwear".
The ARCHIMEDE range is marketed in more than 1,000 points of sale, including distribution chains such as Harrod’s (UK), Le Printemps (F), Les Galeries Lafayette (F), Le Bon Marché (F), Le Printemps Ginza (Japan), Lapin House (Greece), Spring Flower (USA), …
The rest of the clientele comes from private shops; so far, there are four of them: in Saint Tropez, Brussels, Maasmechelen ("outlet store") and Cannes.
Operation
Fixed Price Offer
Conditions of the fixed-price offer (Centralization by Euronext Brussels) Fixed-price : 4.20 euros A maximum of 60,714 shares will be made available to the market. Result of the fixed-price offer: the result of the offer shall be published in a notice on 13 September 2006* giving details, in particular the percentage of reduction that may have been applied to orders, as well as the conditions in which the trading on 19 September 2006* shall be pursued, subject to the realisation of the increase of capital and the delivery of the certificate by the depositary. Trading of the shares After the closing of the fixed-price offer, a maximum of 1,053,571 shares shall be listed on the Free Market of Euronext Brussels representing all of the existing shares of the company. Subscription of the new shares is not guaranteed. Consequently, trading of the new shares shall take place after the delivery of the certificate by the depositary and the trading of the new shares shall begin on the NSC system on 19 September 2006*. Request for listing Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of: - maximum 75,000 new ordinary shares , which could be issued following the exercise of 75,000 warrants granted to the staff which were issued following the decision of the EGSM of 25.07.2006 of the company ARCHIMEDE n.v. - 80 bonds ARCHIMEDE - 8% - 2006-2011, issued further to the decision of the Board of Directors of the company ARCHIMEDE & Cie s.a. on the 25.01.2006, wich will be listed as from 19 September 2006. (Ie notice for detail) * Except early close (possible at any time with preliminary announcement via the publication of a notice in the Price List 2 days before the introduction day. Nevertheless, the offer will remain open at least during 3 working days).
The shares offered in this public offering results from a public subscription offer of a maximum of 303,571 new shares at a fixed price of EUR 4.20. The increase in capital giving rise to the issue of shares, which are the object of the public underwriting offer, was approved by the EGSM on 25.07.2006 under the suspensive condition of the actual subscription of the new shares.
These shares will be distributed within the framework of a two-phased offer:
- The Priority Offer: 80% of the securities offered within the context of the offer, that is, maximum 242,857 new shares, will be allocated to the broker "Weghsteen & Driege", to be used first by the investors who would like to acquire shares within the framework of the offer through the direct intermediary of this broker.
Investors may participate in the Priority Offer for a greater number of shares, but their orders will be subjected to the same rules as the Non-Priority Offer for this surplus.
The Offer could be closed early by decision of the broker "Weghsteen & Driege" with agreement of the company ARCHIMEDE as soon as the total number of shares for which the orders are introduced legitimately reaches or exceeds the number of offered shares. Such early closing, which can even happen on the day of opening itself, will be announced by the way of a notice published in the press and on the website of the company.
PM: Neverthelees, the non-priority offer will remain open at least during 3 working days.
- The Non-Priority Offer: 20% of the securities offered within the context of the offer, that is
maximum 60,714 new shares, will be allocated to the other financial establishments or intermediaries to whom investors may introduce purchase orders, or to the broker "Weghsteen & Driege" for orders which have been used within the framework of the Priority Offer once it has ended.
The final number of shares within the framework of the Priority Offer and the Non-Priority Offer may be adapted according to demand.
There are no guarantees with regard to the issue of new shares. Consequently,
- The increase in capital will be limited to the amount of actually subscribed shares.
- Trading on the new securities will occur after the depository certificate has been issued, after the settlement-delivery date on 18 September 2006*. The trading of shares on the NSC system will begin on 19 September 2006*.
* Except early close (possible at any time with preliminary announcement via the publication of a notice in the Price List 2 days before the introduction day. Nevertheless, the offer will remain open at least during 3 working days).
- Date of approval of the prospectus by the CBFA: 25 July 2006 - Opening of the Priority Offer and the Non-Priority Offer: 7 August 2006 - Closing of the Priority Offer and the Non-Priority Offer: 8 September 2006 * - Centralization date: 13 September 2006* - Allocation of the shares: 13 September 2006* - Publication of the results by Euronext Brussels notice: 13 September 2006 evening* - Payment Date: 18 September 2006* - Settlement-delivery date: 18 September 2006* - First trading date on NSC: 19 September 2006* * Except early close (possible at any time with preliminary announcement via the publication of a notice in the Price List 2 days before the introduction day. Nevertheless, the offer will remain open at least during 3 working days).
WEGHSTEEN & DRIEGE