SCORPA
Identification
Operation
Placement and Fixed-Price Offer
Simultaneously, it will be proposed: - a Fixed-Price Offer, on 24 500 shares, 10% of the operation; - a placement, directed by International Capital Bourse, on 220 500 shares, 90% of the operation. The number of shares offered within the Placement may be reduced in order to increase the Fixed-Price Offer. However that number of shares offered in the Fixed-Price Offer will not exceed 30% of the total number of shares disseminated to the public. Moreover, the claw-back would be automatic in case of over-subscription of 3 times of the OPF. The number of shares offered within the Fixed-Price Offer may be reduced in order to increase the Placement (if the OPF would not be fully subscribed). Conditions to Fixed-Price Offer - Price offered: 4 euros - Number of shares offered: 245 000 shares representing 17,88% of shares on the market with a maximum of 254 000 (18,54%) after extension clause.
245 000 shares will be offered to the public as part of a Fixed-Price Offer. The shares will be obtained from the issue of 185 000 new shares as part of a capital increase permitted by the board of directors and from the selling of 60 000 existing shares. The number of shares offered is 245 000, representing 17,88% of equity and voting rights after the capital increase.
If the subscriptions do not absorb totally the capital increase, the Board of directors will can limit the capital increase to the amount of the subscriptions collected with the condition of a minimum of 75% of the capital increase.
The capital increase being priority from the selling shares, if the new shares are not subscribed at a minimum of 75% of the issue (subscription minimum of 138 750 shares), the shareholders will not sell any shares.
If the 75% of the capital increase is not realised, the OPF and the orders will be cancelled.
In order to be able to cope with possible over-subscription, an extension clause may extend the number of selling shares to 9 000 shares, representing an increase of 15% of shares sold, so maximum of 254 000 shares will be offered to the public after extension clause.
- Closing of the offer: 2nd of November 2004 by 5:00 p.m - Fixed-Price Offer: 3rd of November 2004 - Publication of result: 3rd of November 2004 - Settlement-delivery of new shares: 8th of November 2004 - Beginning of trading on the Marche Libre*: 9th of November 2004 (* Condition: delivery of the certificate from the depositary)
INTERNATIONAL CAPITAL BOURSE