The activity of MCLS encompasses 2 areas:
- on the one hand, it is a direct-marketing agency that helps clients prospect new consumers by using direct-targeting techniques and
- on the other hand, it is a publisher of direct-response media in several European countries.
Fixed Price Offer
Conditions of the fixed-price offer (Centralization by Euronext Brussels): - Fixed-price: 4.50 euros - A maximum of 227,000 shares made available to the market. Transmission of the orders by the clients: until 8 May 2007, 5:00 p.m. at the latest. The financial intermediaries will transmit their buy orders for which they are depositaries to the market member(s) of their choice. Result of the fixed-price offer: The result of the offer shall be published in a notice on 11 May 2007 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 May 2007 shall be pursued. Trading of the shares: After the closing of the fixed-price offer, the 2,500,000 shares shall be listed on the Free Market of Euronext Brussels representing all of the existing shares of the company. Trading of those shares shall begin on the NSC system on 16 May 2007. Request for listing: Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of maximum 125,000 new ordinary shares, which could be issued following the exercise of 125,000 warrants which were issued following the decision of the EGM of 13-03-2007 of the company MCLS.
The shares offered in this public offering results from a public subscription offer of a maximum of 227,000 existing shares.
These shares will be distributed within the framework of a two-phased offer.
The Priority Offer: 80% of the securities offered within the context of the offer, that is, maximum 181,600 shares will be allocated to the broker "Weghsteen & Driege", to be used first by the investors who would like to acquire shares within the framework of the offer through the direct intermediary of this broker.
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 the surplus.The Offer could be closed early by decision of the broker "Weghsteen & Driege", in agreement with the company MCLS as soon as the total number of shares for which orders have been legitimately introduced reaches or exceeds the number of offered shares. Such early closing, which can even happen on the day of opening itself, will be announced by way of a notice published in the press and on the website of the company.
Nevertheless, the non-priority offer will remain open at least during 3 working days.
The Non-Priority Offer: 20% of the securities offered within the context of the offer, that is, maximum 45,400 shares will be allocated to the other financial establishments or intermediaries to whom investors may introduce purchase orders, or to the broker "Weghsteen & Driege", for orders which have been used within the framework of the Priority Offer once it has ended or for orders which have been introduced with Weghsteen & Driege after the closing of the Priority offer.
The final number of shares within the framework of the Priority Offer and the Non-Priority Offer may be adapted according to demand.
- Date of approval of the prospectus by the CBFA: 13/03/2007 - Opening of the Priority Offer and the Non-Priority Offer: 02/04/2007 - Closing of the Priority Offer and the Non-Priority Offer: 08/05/2007 - Centralization date: 11/05/2007 - Publication of the results by Euronext Brussels notice: 11/05/2007 - Allocation of the shares: 15/05/2007 - Payment Date: 15/05/2007 - Settlement-delivery date: 15/05/2007 - First trading date on NSC: 16/05/2007
WEGHSTEEN - DRIEGE