IPSEN
Identification
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 December 6th, 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 ementioned range. The Global Placement Prior to the quotation, a part of the shares will be distributed to institutional investors, within the framework of a Global Placement realised in France and abroad (including the United States) - Number of shares: 13,139,556 shares (i.e 90% of the offered shares before the exercise of the over allocation option). The number of shares offered within the Global Placement may be increased if the OPO is not fully subscribed. - Underwriters: Goldman Sachs International as global coordinator and joint Bookrunner, BNP Paribas as joint Bookrunner, ABN Amro Rothschild, HSBC France and Société Générale as co-lead managers. The Open Price Offer Number of shares in the OPO: 1,459,951 shares (i.e. 10% of the offered shares before the exercise of the over allocation option) The number of shares offered within the Global Placement may be reduced in order to increase the OPO. The OPO is mainly open to natural persons.
Admission to Eurolist by Euronext, the 74,936,490 existing shares that comprise the equity of IPSEN at the day of the admission, plus 7,699,507 new shares obtained from a capital increase effected as part of the listing, up to 250,000 new shares from a capital increase reserved to the employees and up to 1,154,925 additional new shares in case of the exercise of the over-allotment option.
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.
A maximum of 14,599,507 shares, (without over-allocation option and offering reserved to employees), will be made available to the public and distributed within the framework of a Global Placement and an OPO.
These shares will arise from a transfer of a maximum of 6,900,000 existing shares by the selling shareholder and of 7,699,507 new shares from the capital increase which will be decided at the date of the IPO, by virtue of the authorisation given by the Extraordinary Shareholders’ Meeting of September 19th, 2005.
The Ipsen company has granted to the Global Coordinator and Joint Bookrunners, on behalf of the Underwriters, an option to subscribe for up to 1.154.925 additional new shares at the offering price in order to cover over-allotments, if any, and for the purpose of facilitating stabilization activities, if any. The option is exercisable at any time, in full or in part, for 30 days from the date of the end of the subscription period (i.e. not later then on January 5th, 2006).
The IPSEN shares will be admitted on Eurolist by Euronext under the temporary title "IPSEN PROMESSES". (ie notice for detail)
- Period of the Global Placement: from November 22nd, 2005 to December 6th, 2005 (12:00) - Period of the Open Price Offer: from November 22nd, 2005 to December 5th, 2005 (17:30) - First quotation: December 6th, 2005 - Beginning of trading: December 7th, 2005 - From December 7th, 2005 and until December 9th, 2005 inclusive: trading of new and old shares on a single quotation line "IPSEN PROMESSES" under the code FR0010259150 - From December 12th, 2005: the IPSEN share will be quoted under the title "IPSEN", code ISIN FR0010259150 (unchanged) and mnemonic IPN (unchanged)
Goldman Sachs International
BNP Paribas
ABN Amro Rothschild
HSBC France
Société Générale