TEAM INT MRKT (D)
In 1980, TEAM International started as a wholesaler in Belgium, importing small domestic appliances, mostly made in Germany. With the event of globalisation the activity of Team focussed on worldwide sourcing and selling of domestic appliances. Since then, our company has evolved into a truly international group.
As of today, the group is present in more than 20 countries, and covers the following activities: - Import, Export and Distribution of small and large domestic appliances.
- Engineering and distribution of small commercial equipment aimed for the professional sector (hotel, restaurant, catering).
- Research, development of new designs and manufacturing of products.
- Quality, security control and after-sales services.
The Team Kalorik Group owns the following internationally registered trademarks: KALORIK (Benelux, Germany, Portugal, Spain, USA), TEAM International (all countries covered by the Group), ROMIX (Poland, Romania) and EFBE-SCHOTT (Germany).
The Group purchases its products with several chinese manufacturers. The customers of the Group are amongst the biggest names of chainstores.
Our strategic development plan is focusing on:
- Geographic expansion and extension of our network.
- Reinforcement of the perception of the different brands managed by the group.
- A tailored service to our customers.
- A cohesive and strong product range, in constant evolution to allow it to adapt to our different markets.
Fixed Price Offer
Conditions of the fixed-price offer (Centralization by Euronext Brussels): Fixed-price: 6.32 euros A maximum of 162,032 shares made available to the market. Result of the fixed-price offer: the result of the offer shall be published in a notice on 2 November 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 8 November 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 4,855,800 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 8 November 2006. Request for listing Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of maximum 140,000 new ordinary shares, which could be issued following the exercise of 140,000 warrants granted to the staff which were issued following the decision of the EGM of 19 September 2006 of the company Team International Marketing s.a.
The shares offered to the public result from a public subscription offer of a maximum of 165,000 new shares and from a public offer for sale of a maximum of 645,161 existing shares. The capital increase giving rise to the issue of shares, which are the object of the public signature offer, was approved by the EGM of 19.09.2006 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, either, maximum 648,129 shares, will be allocated to the broker "Weghsteen & Driege", 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.
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 broker "Weghsteen & Driege", with agreement of the company Team International Marketing as soon as the total number of shares for which the orders are introduced legitimately reaches or exceeds the number of offered shares.
Such early closing, which can even happen on the day of opening itself, will be announced by the way of a notice published in the press and on the website of the company.
PM: Neverthelees, the non-priority 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, either, maximum 162,032 shares, will be allocated to the other financial establishments or intermediaries to whom investors may introduce purchase orders, or to the broker "Weghsteen & Driege", 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 7 November 2006. The trading of shares on the NSC system will begin on 8 November 2006.
- Date of approval of the prospectus by the CBFA: 19 September 2006 - Opening of the Priority Offer and the Non-Priority Offer: 25 September 2006 - Closing of the Priority Offer and the Non-Priority Offer: 27 October 2006 - Centralization date: 2 November 2006 - Publication of the results by Euronext Brussels notice: 2 November 2006 in the evening - Allocation of the shares: 7 November 2006 - Payment Date: 7 November 2006 - Settlement-delivery date: 7 November 2006 - First trading date on NSC: 8 November 2006
WEGHSTEEN & DRIEGE