RUE DU COMMERCE
Global Placement and Open Price Offer
Common conditions for Global Placement and Open Price Offer The first share price will set of the offer and will take account of the demand expressed in the Global Placement. The final price will be set on 29 September 2005 after centralisation of the OPO and should be published in a notice that same day. The final share price may be set outside the mentioned range. The final number of shares offered in Global Placement and OPO will be fixed in accordance with the nature and the importance of the demand. Characteristics of the Global Placement Before first quotation, a proportion of the shares will be distributed under the Global Placement directed to institutional investors comprising a public placement in France and outside the France except the United States of America. - Number of shares: 3 465 927 shares, that is 90% shares of the Offer (before exercise of over-allocation option). - Underwriters: Lazard, IXIS and Natexis Bleichroeder Characteristics of the Open Price Offer The OPO is meant for individuals, investing legal entities and FCP. - Number of shares: 385 102 shares, that is 10% shares of the Offer (before exercise of over-allocation option). If demand in the OPO allows it, the final number of shares allocated in response to the orders given in the OPO will at least be equal to 10% of the total number of shares offered before the exercise of the over-allocation option.
Listing on Eurolist by Euronext 10 042 960 existing shares that comprise the equity of RUE DU COMMERCE, and 689 180 new shares obtained from a capital increase.
The listed shares will represent the total equity and voting rights in the Company. Since the listing, the shares will be either in bearer form or in registered form at the choice of the shareholder.
3 851 029 shares, before the exercise of the over-allocations option, will be offered to the public as part of a Global Placement and an Open-Price Offer.
These shares will be obtained in part from the transfer of a maximum of 3 161 849 existing shares and in part from the issue of a maximum of 689 180 new shares as part of a capital increase permitted by the extraordinary general meeting of shareholders held on 25 August 2005, which was decided by the board of directors on 16 September 2005.
To cover the possible over-allocations, the transferring shareholders will agree to promise to the Associated Leaders and Book keepers, the sale of shares amounting to a maximum 577 654 existing shares at the introductory price. It will be possible to exercise this option at any time from 28 September up to 28 October 2005.
- Period of the Global Placement: from 21 to 29 September 2005 (13:00) - Period of the Offering: from 21 to 28 September 2005 (17:00) - Date of first listing: 29 September 2005 - Result of the Global Placement and Open Price Offer: 29 September 2005 - Beginning of trading: 30 September 2005
Lazard Frères Banque
IXIS Corporate & Investment Bank