CEGEREAL
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 price of the Global Placement and the OPO will be identical. The final share price will be set on March 28, 2006, 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 price range. Characteristics of the Global Placement Before first quotation, a proportion of the shares will be distributed under the Global Placement, directed to institutional investors, in France and in some countries, excluding USA. - Number of shares: 3,453,593 shares, i.e. 90% of the offered shares, excluding the exercise of the over allocation option. - Underwriters: BNP Paribas - Natexis Bleichroeder SA Characteristics of the Open Price Offer The OPO is meant for retail investors, investing legal entities and "FCPs". - Number of shares: 383,733 shares, i.e. 10% of the total number of offered shares, excluding the exercise of the over-allocation option. Subject to demand, the allocation to the OPO may be increased or decreased before allocation.
Admission on Eurolist by Euronext 13,372,500 existing shares that comprise the equity of CeGeREAL.
The admitted shares 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.
3,837,326 shares, before exercise of the over-allocation option, will be offered to the public as part of a Global Placement and an Open-Price Offer (OPO). The shares will be sold by CeGeREAL’s majority shareholder.
To cover the possible over-allocations, the transferring shareholder will agree to grant the Global Coordinator and Sole Bookrunner an option to purchase up to 575,599 additional shares at the introductory price. It will be possible to exercise this option in whole or in part at any time until 30 days after the date of the close of the selling period for the shares, i.e. from March 28, 2006 to April 27, 2006 (inclusive). In case of exercise in full of this option, the maximum number of shares offered to the public would amount to 4,412,925 shares, representing 33% of the Company’s equity.
BNP Paribas and Natexis Bleichroeder SA, the Company and the transferring shareholder should sign an underwriting agreement with respect to initially offered shares in this Offering.
- Period of the Placement : from March 21 to March 28, 2006 (12:00) - Period of the OPO: from March 21 to March 27, 2006 (17:30) - First quotation: March 28, 2006 - Beginning of trading: March 29, 2006
BNP Paribas
Natexis Bleichroeder