EMD MUSIC (D)
Identification
Review of the activities of the firm EMD Music:
- the worldwide distribution of music instruments of different brands (including its own brand, STAGG);
- the conception of original products with an in house developped design and packaging;
- the after sale service and the repairment of music instruments;
- a participation in the industrial activity of the fabrication of sleeves for music intruments in China.
Operation
Fixed Price Offer
Conditions of the fixed-price offer (Centralization by Euronext Brussels) Fixed-price: 6.82 euros A maximum of 72,141 shares made available to the market. Result of the fixed-price offer: the result of the offer shall be published in a notice on 11 October 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 17 October 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 3,771,352 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 17 October 2006. Request for listing Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of maximum 110,000 new ordinary shares, which could be issued following the exercise of 110,000 warrants granted to the staff which were issued following the decision of the EGSM of 28 August 2006 of the company EMD Music s.a.
The shares offered in this public offering results from a public subscription offer of a maximum of 180,352 new shares and from a public offer for sale of a maximum of 180,352 existing shares. The increase in capital giving rise to the issue of shares, which are the object of the public signature offer, was approved by the EGSM on 28.08.2006 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 288,563 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 these brokers.
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 Non-Priority Offer: 20% of the securities offered within the context of the offer, that is, maximum 72,141 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 16 October 2006. The trading of shares on the NSC system will begin on 17 October 2006.
- Date of approval of the prospectus by the CBFA: 29 August 2006 - Opening of the Priority Offer and the Non-Priority Offer: 4 September 2006 - Closing of the Priority Offer and the Non-Priority Offer: 6 October 2006 - Centralization date: 11 October 2006 - Publication of the results by Euronext Brussels notice: 11 October 2006 evening - Allocation of the shares: 16 October 2006 - Payment Date: 16 October 2006 - Settlement-delivery date: 16 October 2006 - First trading date on NSC: 17 October 2006
WEGHSTEEN & DRIEGE