Global Placement and Open Price Offer
=Conditions applying to both the Global Placement and the Open Price Offer The first share price will be set at the end of the Offer and will take into account 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 October 24, 2006 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 mentioned range. Characteristics of the Global Placement Prior to the listing, a part of the shares will be distributed to institutional investors, pursuant to a Global Placement in France and abroad, including the United States of America. - Number of shares: 90% of the offered shares excluding the exercise of the over-allotment option. - Underwriters: Goldman Sachs International, as Sole Global Coordinator and Joint Bookrunner, BNP Paribas, Credit Suisse and J.P. Morgan as Joint Bookrunners, CALYON, CITIGROUP, HSBC and Lazard-IXIS as Co-Lead Managers; WestLB AG as Co-Manager The number of shares offered within the Global Placement may be increased if the OPO is not fully subscribed. Characteristics of the Open Price Offer The OPO is meant for retail investors, legal entities and certains UCITS (fonds communs de placement). - Number of shares in the OPO: 3 702 672 shares, i.e. 10% of the offered shares, before the exercise of the over allotment option. The number of shares offered within the Global Placement may be reduced in order to increase the OPO.
Admission on Eurolist by Euronext:
- 190 453 130 existing shares representing the outstanding share capital of NEUF CEGETEL and - 9 782 609 new shares from a capital increase by way of a public offering,
- a maximum of 1 467 391 new shares if the over allotment option is fully exercised;
- a maximum of 1 250 000 new shares from a capital increase reserved for employees of the Group.
The admitted shares will represent the total share capital and voting rights in the Company as of the date of listing. From the admission, the shares will be either in bearer form, or in registered form, at the option of the shareholder.
37 026 722 shares, over-allotment option excluded, will be offered to the public and distributed pursuant a Global Placement and an OPO.
The 9 782 609 new shares will be issued pursuant a capital increase which was decided in principle by the Board of directors on October 9, 2006, pursuant to the authorization granted by the extraordinary Shareholders’ meeting held on September 28, 2006 and certain shareholders will sell 27 244 113 existing shares.
In order to cover any over-allotments, the Company and certain shareholders will agree to grant to the Joint Bookrunners o behalf of the underwriters an option for a maximum of 4 231 222 additional shares by purchasing up to 2 763 831 additional existing shares and issuing 1 467 391 additional new shares at the offer price, i.e. 11,43 % of the total number of shares offered. It will be possible to exercise this option in whole or in part at any time until 30 days following the date of the close of the subscription period for the shares, i.e. 23 November 2006.
The NEUF CEGETEL shares will be admitted temporarily on Eurolist by Euronext under the title "NEUF PROMESSES".
- Period of the Global Placement: from October 11, 2006 to October 24, 2006 (12:00) - Period of the OPO: from October 11, 2006 to October 23, 2006 (17:00 and 11:59 p.m. for subscriptions on the Internet) - First quotation: October 24, 2006 - Beginning of trading: October 25, 2006 - From October 25, 2006 and until October 27, 2006 inclusive: trading of new and existing shares on a single quotation line "NEUF PROMESSES" under the code FR0004166072. - From October 30, 2006: the NEUF CEGETEL shares will be quoted under the title "Neuf Cegetel", code ISIN FR0004166072 (unchanged) and mnemonic NEUF (unchanged)
GOLDMAN SACHS INTERNATIONAL