Global Placement and Open Price Offer
Private Placement: see the Transaction note Open Price Offer - Number of shares offered as part of the OPO: The plan is to allocate to the Open Price Offering between 30% and 70% of the total number of Shares Offered in the Offering. Price of shares offered as part of the OPO and of the Private Placement The sales price for the Shares Offered as part of the OPO will be determined no later than two stock market days after the OPO closes. The sales price for the Shares Offered as part of the OPO ("OPO Price") will equal the lesser of the two following references: (i) the Private Placement Price and (ii) the Maximum Price in euros that will be announced on 30 November 2006 (according to the indicative timetable (the "Maximum Price"). The Maximum Price will be determined by the Selling Shareholders on the basis of the greatest average price of the shares during 5 consecutive days included the 60 trading days before the determination of the Maximum Price. The sales price for the Shares offered as part as the Private Placement (Private Placement Price) will be determined by using the "Order book Construction" (see transaction note).
The Shares Offered to the public by Caisse Nationale des Caisses d'Epargne et de Prévoyance (la "CNCE") and SNC Champion, a 100% subsidiary of Banque Fédérale des Banques Populaires ("BFBP"), together the "Selling Shareholders" will be distributed as part of a global offering (the "Offering"), including:
- a public offering in France in the form of an open price offering, primarily intended for natural persons (the "Open Price Offering" or "OPO");
- a private placement to institutional investors (the "Private Placement"), including:
. a placement in France, and
. a private international placement in some countries, including in the United States of America according to Rule 144A.
The plan is to allocate to the Open Price Offering between 30% and 70% of the total number of Shares Offered as part of the Offering, excluding the possible exercise of the Over-Allotment Option.
Simultaneous shares Offers:
DZ BANK and SPIMI undertook to acquire from the Selling Shareholders NATIXIS shares at the Private Placement Price concurrently to the Offering but in separate transactions:
- DZ BANK undertook to acquire 13 750 730 NATIXIS shares
- SPIMI undertook to acquire NATIXIS shares for a global amount of € 400 millions
The shares sold in this way, "the Shares sold to Strategic Investors", will be sold by each Selling Shareholder in equal proportions.
Selling Shareholders plan to sell up to 233 650 810 shares offered in the OPO and Private Placement ("the Shares Offered"). SNC Champion (100% subsidiary of BFBP) plans to sell a maximum of 116 825 405 Shares Offered representing 9.5% of the Company's capital and 9.6% of the voting rights and CNCE plans to sell 116 825 405 Shares Offered representing 9.5% of the Company's capital and 9.6% of the voting rights. The number of Shares Offered sold by SNC Champion should in any case be the same as the number of Shares Offered sold by CNCE.
Calculation ot this maximum number (see transaction note).
The definitive number of Shares Offered as part of the Offer will be announced in a press release.
In order to cover potential over-allotments and to facilitate stabilisation transactions, the Selling Shareholders will grant in equal proportions to the Joint Lead Managers and Joint Bookrunners, acting in the name of and for the account of the Underwriters, an option (the "Over-allotment Option") that can be used to purchase up to 15% of the number of Shares Offered (the "Additional
Shares Offered") and, together with the Shares Offered, the "Shares Sold") in the Offering.
This Over-allotment Option can be exercised, in whole or in part, at the Private Placement Price, in one time only at any time by the Joint Lead Managers and Joint Bookrunners acting in the name of and for the account of the Underwriters, beginning on 7 December 2006 and no later than 5 January 2007 in accordance with the indicative timetable.
The Additional Shares Offered will be sold in equal proportions by each Selling Shareholder.
17 November 2006 - The Autorité des marchés financiers grants its Visa to the Prospectus - Press release announcing the operation - Euronext publishes the notice indicating the Offering's characteristics and timetable 18 November 2006: - Opening of the OPO's reservation period and the deposit period of S Orders in the form of a purchase mandate for the "Sociétaires" (00:01 for those placed via the Internet and 8:00 am for those placed at the counters of the authorised intermediaries) 20 November 2006: The Private Placement opens 28 November 2006: - Decision of the CECEI concerning the capital reduction resulting from the cancellation of treasury shares 30 November 2006: - Setting of the OPO's Maximum Price and distribution of the press release regarding the OPO's Maximum Price 1, 2 and 3 December 2006: - Closing of the OPO reservation period and the deposit period of S Orders in the form of a purchase mandate for the "Sociétaires" (1 or 2 December 2006 at 5.00 pm, depending on the authorised intermediaries, for those placed at the counters of the authorised intermediaries and 3 December 2006 at 11:59 pm for those placed via the Internet) 4 December 2006: - Opening of the OPO (00:01 for orders placed via the Internet and 8:00 am for orders placed at the counters of authorised intermediaries) and last day that reservations and S Orders can be revoked (5:00 pm for those placed at the counters of authorised intermediaries and 11:59 pm for those placed via the Internet) 5 December 2006: - Closing of the OPO (5:00 pm for orders placed at the counters of authorised intermediaries and 08:00 pm for orders placed via the Internet and of the Private Placement (11.59 pm unless early closing) 6 December 2006: - Trading suspension of NATIXIS shares on Euronext Paris - Setting of the OPO price and Private Placement Price - Signature of underwriting agreement regarding the Offering - Distribution of the press release indicating the OPO Price, the Private Placement Price and the respective size of the OPO and the Private Placement and the number of shares sold to Strategic Investors - Publication by Euronext Paris of a notice concerning the result of the Offering 7 December 2006: - Potential delay of opening of trading on NATIXIS shares - Beginning of the potential stabilisation period 11 December 2006: - Settlement-delivery of shares offered as part of the OPO and Private Placement - Sale of the shares to Strategic Investors 5 January 2007: - End of the potential stabilisation period - Deadline to exercise the over-allotment option The dates and times shown above for entering orders are provided as an indication and can vary depending on the authorised intermediary concerned.
LAZARD FRERES BANQUE
IXIS Corporate & Investment Bank
MERRILL LYNCH INTERNATIONAL
ABN AMRO ROTHSCHILD GIE
MORGAN STANLEY & Co. International Limited