BIOALLIANCE PHARMA
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 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 December 7th, 2005 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. The Global Placement Prior to the quotation, part of the shares will be distributed to institutional investors, within the framework of a Global Placement realised in France and abroad (excluding notably the United States of America). - Number of shares: 1,901,409 to 2,177,419 shares (approximately 90% of the offered shares before the exercise of the over-allocation option). The number of shares offered within the Global Placement may be increased if the OPO is not fully subscribed. - Underwriters: Bryan, Garnier & co, Lead Manager and Bookrunner, ING Securities Bank, Lead Manager and Bookrunner, The Open Price Offer Number of shares in the OPO: 211,268 to 241,936 shares (approximately 10% of the offered shares before the exercise of the over-allocation option). The OPO is mainly open to natural persons. The number of shares offered within the Global Placement may be reduced in order to increase the OPO. However, that number of shares offered in the OPO will not exceed 15% of the total number of shares offered in the placement.
Admission to Eurolist by Euronext, the 5,463,124 existing shares that comprise the equity of BIOALLIANCE PHARMA at the day of the admission, plus 2,112,677 to 2,782,258 new shares obtained from a capital increase effected as part of the listing and 512,599 to 587,011 new shares reserved to the holders of refundable bonds issued by the company on May 18th, 2005.
The admitted shares to Eurolist by Euronext will represent the total equity and voting rights in the Company. Since the admission, the shares will be either in bearer form, or in registered form at the choice of the shareholder.
2,112,677 to 2,782,258 shares, (without over-allocation option and the new shares reserved to the holders of refundable bonds), will be made available to the public and distributed within the framework of a Global Placement and an OPO. In order to cover any over-allocations, 316,901 to 362,903 new shares may be issued and offered at the Global Placement and the OPO price, i.e. about 15% of the number of shares offered under the Global placement and OPO.
These 2,112,677 to 2,782,258 new shares will arise from the capital increase which will be decided at the date of the IPO, by virtue of the authorisation given by BioAlliance Pharma's combined general shareholders’ meeting of November 18th, 2005.
The BIOALLIANCE PHARMA shares will be admitted temporarily on Eurolist by Euronext under the title "BIOALLIANCE PROMESSES". (ie notice for detail)
- Period of the Global Placement: from November 23th, to December 7th, 2005 (12:00) - Period of the Open Price Offer: from November 23th, to December 6th, 2005 (17:00) - First quotation: December 7th, 2005 - Beginning of trading: December 8th, 2005 - From December 8th, 2005 and until December 12th, 2005 inclusive: trading of new and old shares on a single quotation line "BIOALLIANCE PROMESSES" under the code FR0010095596 - From December 13th, 2005: the BIOALLIANCE PHARMA shares will be quoted under the title "BIOALLIANCE PHARMA", code ISIN FR0010095596 (unchanged) and mnemonic BIO (unchanged)
Bryan, Garnier & co
ING Securities Bank (France)