NEWTREE (D)
Identification
Business activities
The company’s business activities, both in Belgium and abroad, anywhere, in any way and according to the methods which seem the most appropriate to it, in its own name or in the name of third parties, on its own behalf or on behalf of others, are all operations relating directly or indirectly:
− to the import, export, transit, purchase, sale, trade and manufacture of all products, and goods, in the broadest sense, as well as their representations in Belgium or abroad.
− to the research, adjustment, development, analysis, formulation, study, advice, manufacture, transformation, production, distribution and marketing of all products, techniques or materials from the food, biotechnology and biochemistry sectors; the manufacture, transformation, purchase, sale, representation, rent, import or export of all products, machines, equipment, forms of packaging and materials or the supply of any service related to the research, operation and marketing of these products or European ones recognized for their ability to appreciate taste and for their know-how in the preparation of products. An impressive series of world-famous cooks can be seen among the members of the jury.
Operation
Fixed-price Offer
Conditions of the fixed-price offer (Centralisation by Euronext Brussels) Fixed-price: euro 9 A maximum of 167,000 shares made available to the market, which can be increased by a maximum of 16,700 subscription rights (Green Shoe). Result of the fixed-price offer: the result of the offer shall be published in a notice on 3 December 2005 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 12 December 2005 shall be pursued, subject to the realisation of the increase of capital and the delivery of the certificate by the depositary. Trading of the shares After the closing of the fixed-price offer, a maximum of 773,766 shares shall be listed on the free market of Euronext Brussels, representing all of the existing shares of the company. Subscription of the new shares is not guaranteed. Consequently, trading of the new shares shall take place after the delivery of the certificate by the depositary and the trading of the new shares shall begin on the NSC system on 12 December 2005. Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of - maximum 33,333 new ordinary shares, which could be issued following the exercise of 33,333 warrants, being issued by decision of the EGM of the company NewTree on 15 November 2005. - maximum 16,700 new shares coming from the exercise of the Green Shoe.
The shares offered in this public offering results from a public subscription offer of a maximum of 167,000 new shares. The increase in capital giving rise to the issue of shares, which are the object of the public signature offer, was approved by the AGE on 15-11-2005 under the suspensive condition of the actual subscription of the new shares.
These shares will be distributed within the framework of a two-phased offer:
- The Priority Offer: 55,556 shares (which is 33.27% of the securities offered within the context of the offer, will be allocated to the broker Leleux Associated Brokers, to be used first by the investors who would like to acquire shares within the framework of the offer through the direct intermediary of the broker Leleux Associated Brokers. As soon as the total number of shares for which the orders are introduced legitimately reaches or exceeds this threshold, the Priority Offer can be closed early. 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 this surplus.
- The Non-Priority Offer: 111.144 shares (which is 66,73% of the securities offered within the context of the offer will be allocated to the other financial establishments or intermediaries to whom investors may introduce purchase orders, or to the broker Leleux Associated Brokers for orders which have been used within the framework of the Priority Offer once it has ended.
Moreover, the offering can be increased with up to a maximum of 16,700 subscription rights (Green Shoe).
The final number of shares within the framework of the Priority Offer and the Non-Priority Offer may be adapted according to demand.
There are no guarantees with regard to the issue of new shares. Consequently,
• The increase in capital will be limited to the amount of actually subscribed shares.
• Trading on the new securities will occur after the depository certificate has been issued, after the settlement-delivery date on 9 December 2005. The trading of shares on the NSC system will begin on 12 December 2005.
Type of shares: bearer shares, cp 1 and following attached. Until delivery of the physical shares, the settlement will only take place in a book-entry form through CIK (Transfer between accounts).
- Closing of the Offer: on 30 November 2005 at 5.30 p.m. (Early close) - Allocation of the shares: 1 December 2005 at 5 pm - Publication of the results by Euronext Brussels notice: 3 December 2005 - Payment Date: 7 December 2005 - Delivery date: 9 December 2005 - First trading date on NSC: 12 December 2005 (instead of 15 December 2005)