GRUNO ET CHARDIN – ZNJ
Identification
Business activities
The objective of the company:
The aim of the company is the manufacture, making and business in all its forms, including the purchase and sale, import and export, representation, commission and brokerage, of all clothes and all articles of clothing and finery.
It may engage in any activities, in the broadest sense, and carry out all movable, real-estate, financial, commercial or civil operations directly or indirectly related to the above objects or which could facilitate their achievement.
It may act both on its own account or for a third party or in participation.
The company may take an interest, in any form and in any way whatsoever, in any company, association or enterprise whose aim is related to the object of the company or is likely to promote its realization.
Operation
Fixed-price Offer
Conditions of the fixed-price offer (Centralisation by Euronext Brussels) Fixed-price: euros 5 A maximum of 125,000 shares made available to the market, which can be increased by the over-allotment of 50,000 additional new shares. Result of the fixed-price offer: the result of the offer shall be published in a notice on 12 December 2005 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 16 December 2005 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 1,096,416 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 16 December 2005. Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of maximum 30,000 new ordinary shares, which could be issued following the exercise of 30,000 granted to the staff, being issued by decision of the EGM of the company Gruno et Chardin on 28 October 2005. Type of shares: bearer shares, cp 1 and following attached. Until delivery of the physical shares, the settlement will only take place in a book-entry form through CIK (Transfer between accounts).
The shares offered in this public offering results from a public subscription offer of a maximum of 250,000 new 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 AGE on 28-10-2005 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: 50% of the securities offered within the context of the offer, that is, 125,000 shares, will be allocated to the broker Mélice & Cie, to be used first by the investors who would like to acquire shares within the framework of the offer through the direct intermediary of the broker Mélice & Cie. As soon as the total number of shares for which the orders are introduced legitimately reaches or exceeds this threshold, the Priority Offer can be closed early. 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: 50% of the securities offered within the context of the offer, that is, 125,000 shares, will be allocated to the other financial establishments or intermediaries to whom investors may introduce purchase orders, or to the broker Mélice & Cie for orders which have been used within the framework of the Priority Offer once it has ended.
Moreover, the offering can be increased with up to maximum 50,000 additional shares solely to cover over-allotments.
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 15 December 2005. The trading of shares on the NSC system will begin on 16 December 2005.
- Date of approval of the prospectus by the CBFA: 8 November 2005 - Opening of the Offer: 14 November 2005 - Closing of the Offer: 9 December 2005 - Centralisation date: 12 December 2005 - Allocation of the shares: 12 December 2005 - Publication of the results by Euronext Brussels notice: 12 December 2005 in the evening - Payment Date: 15 December 2005 - Settlement-delivery date: 15 December 2005 - First trading date on NSC: 16 December 2005 (instead of 9 December 2005)
Mélice & Cie