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 November 17th, 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. Should the price of admission be under EUR 2.50, the number of shares proposed would be modified and the Autorité des Marchés Financiers would have to deliver another visa on a new prospectus giving the new terms and conditions of the Offer (Placement and OPO). The 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. - Underwriter: Société Générale.
Admission on Alternext the 19,248,020 existing shares that comprise the equity of EXONHIT THERAPEUTICS at the day of the admission and a maximum of 1,000,000 new shares that will be issued in the admission framework (that number shall be raised to a maximum of 150,000 additional new shares should the Extension Clause be exercised and to 172,500 additional new shares should the over allocation option be exercised), a maximum of 1,600,000 new shares that will be issued in a capital increase reserved to Biomérieux, and 125,000 new shares reserved to employees effected as part of the listing that will be listed later on.
The admitted shares, which par value is euro 0.016 per share, will represent the total equity and voting rights in the Company and will be participating from 1st January 2005. Since the admission, the shares will be either in bearer form, or in registered form at the choice of the shareholder.
1,150,000 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 issue of a maximum of 1,150,000 new shares as part of a capital increase permitted by the general meeting on September 9th, 2005 and to be realised with the listing and decided by the board of directors on November 7th, 2005.
Extension clause: according to the importance of the demand, the board of EXONHIT THERAPEUTICS could decide to increase the number of shares initially offered in the Offer of a maximum of 150,000 additional new shares (15% of the number of shares initially proposed in this operation). This decision should be made by the board of directors at the latest when the price of the shares is fixed in the Offer, ie on November 17th, 2005.
Overallocation Option: EXONHIT THERAPEUTICS will provide Société Générale an option allowing the subscription at the Offer price of a maximum of 172,500 additional new shares representing 15% of the issued shares (after the extension Clause exercice) that is to say, should the extension Clause be fully exercised, a maximum of 172,500 additional new shares allowing overallocations. Société Générale could exercise this overallocation option until December 17th, 2005.
- Period of the Placement: from November 8th, 2005 to November 16th, 2005 (17:00) - Period of the OPO: from November 8th, 2005 to November 16th, 2005 inclusive - First quotation: November 17th, 2005 - Beginning of trading: November 18th, 2005