ENVIRONNEMENT SA
Identification
Crédit du Nord
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 prices of the Global Placement and the OPO are the same. The definitive price will be set on 19 January 2006 after centralisation of the OPO and should be published by Euronext Paris SA in a notice that same day. The final share price may be set outside the mentioned range. The Global Placement Before first listing, a proportion of the shares will be included in a public Placement in France and an international private Placement in some countries excluding the United States of America. - Number of shares within the placement: a maximum of 598,143 shares (90% of the Offer before the extension clause). The number of shares offered within the OPO may be reduced in order to increase the Placement (if the OPO is not fully subscribed). - Underwriters: Gilbert Dupont and ING Securities. The Open Price Offer Number of shares within the OPO: a minimum of 66,460 shares (10% of the Offer before the extension clause). The number of shares within the Placement may be reduced in order to increase the Open price Offer. However, that number of shares offered in the OPO will not exceed 20% of the total number of shares disseminated to the public. Moreover, the claw back would be automatic in case of sub-subscription of 3 times of the OPO.
Admission on Alternext the 1,476,895 existing shares that comprise the equity of ENVIRONNEMENT SA at the day of the admission and a maximum of 369,224 new shares that will be issued in the admission framework and 7,384 new shares reserved to the employees.
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.
664,603 shares will be offered to the public as part of a Global Placement and an Open-Price Offer (OPO). The shares will be obtained from the selling of 295,379 existing shares and from the issue of a maximum of 369,224 new shares as part of a capital increase permitted by the General Meeting on 30 November 2005 and to be realised with the listing and decided by the Board of directors on 2 January 2006.
If the capital increase is not subscribed to a minimum of 75%, OPO orders will be cancelled.
Extension clause: According to the importance of the demand, the number of shares could be increased of 92,553 existing shares (around 14% of the number of shares initially proposed in this operation). This decision should be made at the latest when the price of the shares is fixed in the OPO and the Global Placement, ie 19 January 2006.
- Period of the Placement: from 9 to 18 January 2006 (17:00) - Period of the Open-Price Offer: from 9 to 18 January 2006 inclusive. - First quotation: 19 January 2006 - Beginning of trading: 25 January 2006