SODIPLAN (D)
Identification
Operation
Fixed Price Offer
Conditions of the fixed-price offer (Centralization by Euronext Brussels) Fixed-price: 4.06 euros A maximum of 50,000 shares made available to the market Result of the fixed-price offer: the result of the offer shall be published in a notice on 6 January 2006* 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 January 2006* 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 750,000 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 January 2006*. Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of maximum 50,000 new ordinary shares, which could be issued following the exercise of 50,000 warrants granted to the staff which were issued on 20 October 2005 following the decision of the company SODIPLAN s.a.. Type of shares: the shares shall be bearer shares cp 1 and following attached. Until delivery of the physical shares, the settlement of transactions will only take place in a book-entry form through CIK-EURONEXT (Transfers between accounts). * Except early close (possible at any time with preliminary announcement via publication of a notice in the Price List 2 days before the introduction day. Nevertheless, the offer will remain open at least during 3 working days).
The shares offered in this public offering results from a public subscription offer of a maximum of 250,000 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 SGM on 20.10.2005 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: 80% of the securities offered within the context of the offer, that is, maximum 200,000 shares, will be allocated to the brokers "Weghsteen & Driege" and "Mélice & Cie", to be used first by the investors who would like to acquire shares within the framework of the offer through the direct intermediary of these 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 Offer could be closed early by decision of the brokers "Weghsteen & Driege" and "Mélice & Cie" with agreement of the company SODIPLAN as soon as the total number of shares for which the orders are introduced legitimately reaches or exceeds the number of offered shares.
This early closing will be announced by the way of a notice published in the press and on the website of the company. Neverthelees, the offer will remain open at least during 3 working days.
- The Non-Priority Offer: 20% of the securities offered within the context of the offer, that is,
maximum 50,000 shares, will be allocated to the other financial establishments or intermediaries to whom investors may introduce purchase orders, or to the brokers "Weghsteen & Driege" and "Mélice & Cie" for orders which have been used within the framework of the Priority Offer once it has ended.
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 11 January 2006*. The trading of shares on the NSC system will begin on 12 January 2006*.
* Except early close (possible at any time with preliminary announcement via publication of a notice in the Price List 2 days before the introduction day. Nevertheless, the offer will remain open at least during 3 working days).
- Date of approval of the prospectus by the CBFA: 29 November 2005 - Opening of the Priority Offer and the Non-Priority Offer: 5 December 2005 - Closing of the Priority Offer and the Non-Priority Offer: 5 January 2006 * The public subscription Priority Offer was closed early as from 3 January 2006 at 09:00 a.m. The Non-Priority Offer remains valid but could be early closed too. - Centralization date: 6 January 2006* - Allocation of the shares: 6 January 2006* - Publication of the results by Euronext Brussels notice: 6 January 2006 in the evening* - Payment Date: 11 January 2006* - Settlement-delivery date: 11 January 2006* - First trading date on NSC: 12 January 2006* * Except early close (possible at any time with preliminary announcement via publication of a notice in the Price List 2 days before the introduction day. Nevertheless, the offer will remain open at least during 3 working days).
SMALL CAPS FINANCE