Guaranteed 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 11 April 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 aforementioned range. The Global Placement Prior to the admission, a part of the shares will be distributed to institutional investors, within the framework of a Global Placement realised in France and abroad (with the exception of the United States of America). - Number of shares: 19 839 680 shares, i.e approximatly 90% shares offered under the Global Placement and OPO before the exercise of over-allocation option. - Underwriters: Lazard-IXIS, Société Générale Corporate & Investment Banking, UBS Limited, CALYON and Oddo & Cie. The Open Price Offer The OPO is mainly open to natural persons and body corporates under the French Law. - Number of shares in the OPO: If demand, a minimum of 10% of the total number of shares offered under the Global Placement and OPO before the exercise of over-allocation option, i.e. 2 204 409 shares. The final number of shares to be allocated to the Global Placement on the one hand and the Open Price Offer on the other hand will be determined depending on the nature and size of the tender.
Admission to Eurolist by Euronext, the 67 120 000 existing shares that comprise the equity of ICADE at the day of the admission, plus a maximum of 25 350 702 new shares obtained from a capital increase effected as part of the listing, plus a maximum of 2 371 043 shares issued for employees that will be admitted later.
The admitted shares to Eurolist by Euronext will represent the total equity and voting rights. Since the admission, the shares will be either in bearer form, or in registered form at the choice of the shareholder.
22 044 089 shares (before over-allocation option), will be made available to the public and distributed within the framework of a Global Placement and an Open Price Offer (OPO). These shares will arise from a capital increase of 22 044 089 new shares by virtue of the authorisation given by the General Assembly of 6 March 2006.
Over allocation option: In order to cover any over-allocations, the company may issue to the profit of the Bookrunners-Lead Managers a maximum of 3 306 613 new shares within the framework of the Global Placement. The exercise of the over-allocation option could take place not later than 11 May 2006.
The ICADE shares will be admitted temporarily on Eurolist under the title "ICADE PROMESSES". (ie notice for detail)
- Period of the Global Placement: until 11 April 2006 (12:00) - Period of the OPO: from 28 March to 10 April 2006 (17:00) - First quotation: 11 April 2006 - Beginning of trading: 12 April 2006 - From April 12, 2006 and until April 18, 2006 inclusive: trading of new and existing shares on a single quotation line "ICADE PROMESSES" under the code FR0010308841 - As of April 19, 2006: the shares will be quoted under the title "ICADE"
Société Générale Corporate & Investment Banking
Oddo & Cie