Global Placement and Fixed-Price Offer
Common conditions for Global Placement and Fixed-Price Offer - The final number of shares offered in the Placement and OPF will be determined depending of the nature of demand. If the demand in the Fixed-Price Offer allows it, the number of shares allotted to OPF will be at least equal to 10% of the total number of shares offered before exercise of the over-allocation option. - Indicative price: 20.00 euros Characteristics of the Global Placement - Number of share: 3 015 000 shares representing 90% of the total shares offered - Underwriters: Société Générale Corporate & Investment Banking Characteristics of the Fixed-Price Offer - Number of shares: a minimum of 10% of the total shares offered representing 335 000 shares
TESFRAN has published a press release about the extension of the offering in the context of its IPO. As a consequence, the OPF centralisation scheduled for July 25th 2006 announced in the notice 2006–2039 is postponed to July 27th 2006. The orders givers will have the possibility to revoke their orders in a period of two trading days after the publishing of the press release by the establishments which received the orders. New irrevocable orders could be issued until July 26th 2006.
Admission on Eurolist by Euronext 30 000 000 existing shares that compose the equity of TESFRAN at the day of the admission and 3 350 000 additional new shares that will be issued in the admission framework as well as a maximum of 502 500 if the over-allocation clause is exercised.
The listed shares will represent the total equity and voting rights in the Company.
3 350 000 shares will be offered to the public as part of a Global Placement and an Fixed-Price Offer (OPF). These shares will be obtained in part from the issue of 3 350 000 new shares from an increase in capital permitted by the extraordinary general meeting of shareholders held on June 28th 2006 and decided in the meeting of the board of directors of July 11th 2006.
Over-allocation option: In order to cover any over-allotments, TESFRAN will agree to grant Société Générale acting on behalf of the underwriters an option to acquire up to 15% of the total number of shares offered i.e. 502 500 additional new shares at the introductory price.
The TESFRAN shares will be admitted temporarily on Eurolist by Euronext under the title "TESFRAN PROMESSES".
New calendar - Period of the Placement: up to July 27th, 2006 (12:00) - Period of the Offer: up to July 26th, 2006 inclusive - First quotation: July 27th, 2006 - Beginning of trading under promises form: July 28th 2006 - From August 2nd, 2006: quoted under the title "TESFRAN" Consequently, the date of settlement/delivery of shares is planned on August 1st 2006 and the over-allocation option could be exercised, in whole or in part, until August 25th 2006.