ARPADIS GROUP (D)
Identification
ARPADIS GROUP is a holding company with participating interests in a group of subsidiaries active in the chemicals sector. It operates in two core areas:
- Distribution of chemical products: the group acts as an intermediary between producers and processors and/or users.
- Custom Processing: this activity consists of producing or processing chemical products for a customer according to that customer’s specifications.
Operation
Fixed Price Offer
Conditions of the fixed-price offer (Centralization by Euronext Brussels) - Fixed-price: 6.12 euros - A maximum of 325,000 shares made available to the market. Result of the fixed-price offer The result of the offer shall be published in a notice on 26 November 2007* 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 30 November 2007* 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 and VVPR Strips After the closing of the fixed-price offer, a maximum of 2,603,000 shares and a maximum of 335,000 VVPR strips 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 30 November 2007*. Request for listing Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of maximum 2,603,000 ordinary shares representing all of the existing shares of the company, included a maximum of 10,000 shares from the offer to the staff and a maximum of 335,000 VVPR Strips. Listing of the VVPR strips issued by ARPADIS GROUP Euronext Brussels announces that, from 30/11/2007*, the VVPR strips issued by ARPADIS GROUP will be listed on Free Market. * 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 Non-Priority 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 335,000 new shares with Strip VVPR including 10,000 shares reserved for the staff. The increase in capital giving rise to the issue of shares, which are the object of the public offer, was approved by the EGSM on 17/09/2007 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 260,000 shares, will be allocated to the broker "Europe Finance et Industrie Investment Banking", 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 the surplus. The Offer could be closed early by decision of the broker "Europe Finance et Industrie Investment Banking", in agreement with the company Arpadis Group as soon as the total number of shares for which orders have been legitimately introduced 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 way of a notice published in the press and on the website of the company. Nevertheless, 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 65,000 shares, will be allocated to the other financial establishments or intermediaries to whom investors may introduce purchase orders, or to the broker "Europe Finance et Industrie Investment Banking", for orders which have been used within the framework of the Priority Offer once it has ended or for orders which have been introduced with Europe Finance et Industrie Investment Banking after the closing of the Priority offer. 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 and the trading in the shares will only start after issue of the global certificate by the depository, after settlement on 28 November 2007*. The shares will be traded on NSC as of 30 November 2007*.
* 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 Non-Priority offer will remain open at least during 3 working days).
- Date of approval of the prospectus by the CBFA: 25 September 2007 - Opening of the Priority Offer and the Non-Priority Offer: 8 October 2007 - Closing of the Priority Offer and the Non-Priority Offer: 23 November 2007* - Centralization date: 26 November 2007* - Publication of the results by Euronext Brussels notice: 26 November 2007* - Allocation of the shares: 26 November 2007* - Payment Date: 28 November 2007* - Settlement-delivery date: 28 November 2007* - First trading date on NSC: 30 November 2007* * 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 Non-Priority offer will remain open at least during 3 working days).
EUROPE FINANCE ET INDUSTRIE INVESTMENT BANKING