MODELABS GROUP
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 6 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 mentioned 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 (except the United States of America). - Number of shares: A maximum of 90% of the shares offered under the Global Placement and OPO before the exercise of over-allocation option i.e 6,468,539 shares. The number of shares offered within the Global Placement may be increased if the OPO is not fully subscribed. - Underwriters: Cazenove, CALYON The Open Price Offer - Number of shares in the OPO: 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 718,727 shares. The number of shares offered within the Global Placement may be reduced in order to increase the Open Price Offering.
Admission to Eurolist by Euronext, the 15,619,760 existing shares that comprise the equity of ModeLabs Group at the day of the admission, plus a maximum of 7,067,673 new shares obtained from a capital increase effected as part of the listing.
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 7,187,266 shares, (without 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 transfer of a maximum of 1,041,463 existing shares by the transferring shareholders and a maximum of 6,145,803 new shares from the capital increase by virtue of the authorisation given by the General Assembly of 22 March 2006.
Over allocation option: In order to cover any over-allocations, the Bookrunners-Lead managers CAZENOVE and CALYON will have the possibility of acquiring or cause to be acquired, a maximum number of 921,870 new shares at the placement price, i.e. about 15% of the number of shares offered under the Global Placement. The exercise of the over-allocation option shall take place not later than 5 May 2006.
The ModeLabs Group shares will be admitted temporarily on Eurolist under the title "ModeLabs PROMESSES". (ie notice for detail)
- Period of the Placement: from 27 March to 5 April (17:00) - Period of the OPO: from 27 March to 5 April 2006 (17:00) - First quotation: 6 April 2006 - Beginning of trading: 7 April 2006 - From April 7, 2006 and until April 11, 2006 inclusive: trading of new and old shares on a single quotation line "ModeLabs PROMESSES" under the code FR0010060665. - As of 12 April 2006: the ModeLabs shares will be quoted under the title "ModeLabs Group", code ISIN FR0010060665 (unchanged) and mnemonic MDL (unchanged).
CAZENOVE
CALYON