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 October 6th, 2004 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 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 (excluding the United States of America). - Number of shares 3,161,222 to 3,556,375 shares (i.e. 80% to 90% of the offered shares before the exercise of the over allocation option and offering reserved to employees). The number of shares offered within the Global Placement may be increased if the OPO is not fully subscribed. - Underwriters: BNP Paribas, Lead Manager and Bookrunner, JPMorgan Cazenove Limited, Co-lead Manager Senior and CM-CIC Securities, Co-lead Manager. The Open Price Offer Number of shares in the OPO: 395,153 to 790,306 shares (i.e. 10% to 20% of the offered shares before the exercise of the over allocation option). The number of shares offered within the Global Placement may be reduced in order to increase the OPO. However, that number of shares offered in the OPO will not exceed 20% of the total number of shares disseminated to the public.
Admission to Eurolist by Euronext, the 10,833,250 existing shares that comprise the equity of NEXTRADIOTV at the day of the admission, plus 1,282,176 new shares obtained from a capital increase effected as part of the listing and 42,735 new shares from a capital increase reserved to the employees.
The admitted shares to Eurolist by Euronext will represent the total equity and voting rights in the Company. Since the admission, the shares will be either in bearer form, or in registered form at the choice of the shareholder.
A maximum of 3,951,528 shares, (without over-allocation option and offering reserved to employees), will be made available to the public and distributed within the framework of a Global Placement and an OPO. In order to cover any over-allocations, 592,729 existing shares held by Alpha Radio B.V. may be distributed at the Global Placement and the OPO price, i.e. about 15% of the number of shares offered under the Global placement and OPO.
These shares will arise from a transfer of a maximum of 2,669,352 existing shares by the transferring shareholders and of 1,282,176 new shares from the capital increase which will be decided at the date of the IPO, by virtue of the authorisation given by the Extraordinary Shareholders' Meeting of September 20th, 2005.
The NEXTRADIOTV shares will be admitted temporarily on Eurolist by Euronext under the title "NEXTRADIOTV PROMESSES". (ie notice for detail)
- Period of the Global Placement: from September 27th, to October 6th, 2005 (12:00 - Paris time) - Period of the OPO: from September 27th, to October 5th, 2005 (17:00 - Paris time) - First quotation: October 6th, 2005 - Beginning of trading: October 7th, 2005. - From October 7th, 2005 and until October 11th, 2005 inclusive: trading of new and old shares on a single quotation line "NEXTRADIOTV PROMESSES" under the code FR0010240994 - From October 12th, 2005: the NEXTRADIOTV share will be quoted under the title "NEXTRADIOTV", code ISIN FR0010240994 (unchanged) and mnemonic NXTV (unchanged)
JPMorgan Cazenove Limited