Global Placement and Fixed Price Offer
Conditions applying to both Global Placement and Fixed Price Offer The Board of Directors of December 9th, 2005 has set up the price for this operation at euro 4.00 per share. 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. - Number of shares within the placement: a maximum of 562,500 shares (90% of the Offer before the extension clause). - Underwriter: Banque d’Orsay The Fixed Price Offer Number of shares within the offer: a minimum of 62,500 (10% of the Offer before the extension clause).
Due to the transfer of THE MARKETINGROUP shares on Alternext planed on December 23rd, 2005, THE MARKETINGROUP shares will remain suspended until their transfer to Alternext. THE MARKETINGROUP’ shares will be delisted from the Marché Libre on December 23rd, 2005.
Admission on Alternext the 2,239,407 existing shares that comprise the equity of THE MARKETINGROUP at the day of the admission and a maximum of 625,000 new shares that will be issued in the admission framework (718,750 new shares should the Extension Clause be exercised).
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.
625,000 shares will be offered to the public as part of a global placement and an fixed-price offer(FPO). The shares will be obtained from the issue of 625,000 new shares (718,750 new shares should the extension clause be totally exercised) as part of a capital increase permitted by the general meeting on November 15th, 2005 and to be realised with the listing and decided by the board of directors on December 9th, 2005.
If the capital increase is not subscribed to a minimum of 75% FPO orders will be cancelled.
Extension clause: according to the importance of the demand, the number of new shares could be increased of 93,750 additional new shares (around 15% 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 FPO and the global placement, ie December 23rd, 2005.
- Period of the Placement: from December 20th, 2005 to December 22nd, 2005 (17:00) - Period of the Fixed Price Offer: from December 20th, 2005 to December 22nd, 2005 inclusive - First quotation: December 23rd, 2005 - Beginning of trading: December 30th, 2005