U&I LEARNING (D)
Identification
U&I LEARNING is an e-learning integrator active in Belgium and the Netherlands. It is a knowledge transfer company that offers organisations and companies the solutions to productively create and distribute their knowledge to employees and customers, ensuring that the right knowledge is available to the right audience. The e-learning solutions of U&I create a direct impact on the job performance of employees of companies and organisations by transferring the right capabilities and knowledge in an efficient way. The credo of U&I LEARNING is "better performing employees mean a better performing business".
Today U&I LEARNING is an e-learning company with more than 60 professionals with relevant experience and formation backgrounds such as pedagogy, psychology en I.C.T. They create learning experiences that make for more effective knowledge transfer and facilitate long-term retention and recall of content within the companies and organisations.
Operation
Fixed Price Offer
Conditions of the fixed-price offer (Centralization by Euronext Brussels) Fixed-price: 6.50 euros A maximum of 76,900 existing shares will be made available to the market. Result of the fixed-price offer: the result of the offer shall be published in a notice on 11 August 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 23 August 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 1,230,700 shares and a maximum of 230,700 VVPR strips 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 23 August 2006. Request for listing Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of maximum 120,000 new ordinary shares, which could be issued following the exercise of 120,000 warrants granted to the staff which were issued following the decision of the EGSM of 26.06.2006 of the company U&I LEARNING n.v..
The shares offered in this public offering results from a public subscription offer of a maximum of 230,700 new shares with Strips VVPR and 153,800 existing shares at a fixed price of EUR 6.50. The increase in capital giving rise to the issue of shares, which are the object of the public underwriting offer, was approved by the EGSM on 26.06.2006 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, that is, maximum 230,700 new shares and 76,900 existing 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 this broker.
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 Non-Priority Offer: 20% of the securities offered within the context of the offer, that is maximum 76,900 existing 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 17 August 2006. The trading of shares on the NSC system will begin on 23 August 2006.
- Date of approval of the prospectus by the CBFA: 27 June 2006 - Opening of the Priority Offer and the Non-Priority Offer: 5 July 2006 - Closing of the Priority Offer and the Non-Priority Offer: 10 August 2006 - Centralization date: 11 August 2006 - Allocation of the shares: 11 August 2006 - Publication of the results by Euronext Brussels notice: 11 August 2006 evening - Payment Date: 17 August 2006 - Settlement-delivery date: 17 August 2006 - First trading date on NSC: 23 August 2006
WEGHSTEEN & DRIEGE