FNG GROUP (D)
Fixed Price Offer
Conditions of the fixed-price offer (Centralization by Euronext Brussels) - Fixed-price: 7.80 euros per share and 5,125 euros per bond. - A maximum of 38,461 shares and 120 bonds will be made available to the market. This number can be increased with 32,051 additional shares and 50 additional bonds. Result of the fixed-price offer The result of the offer shall be published in a notice on 9 July 2008 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 14 July 2008 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 814,807 shares shall be listed on the Free Market of Euronext Brussels representing all of the existing shares of the company as well as a maximum of 450 bonds. Subscription of the new shares and bonds is not guaranteed. Consequently, trading of the new shares and bonds shall take place after the delivery of the certificate by the depositary and the trading of the new shares and bonds shall begin on the NSC system on 14 July 2008. Request for listing Euronext Brussels also received an application for listing on the Free Market of Euronext Brussels of maximum of 325,000 new ordinary shares, which could be issued following the exercise of 104,500 warrants issued by Fred & Ginger. Listing of bonds As of 14/07/2008, bonds issued by FRED en GINGER will be listed on Free Market. (I.e. notice for details)
The shares offered in this public offering results from a double public subscription offer of a maximum of 128,205 new shares and a public offer of a maximum of 400 bonds. An over-allotment option of 32,051 additional shares and 50 bonds has been granted to Weghsteen & Driege for the non-priority offer. Furthermore, a subscription offer for a maximum of 6,410 shares reserved to the staff is foreseen. The increase in capital giving rise to the issue of shares which are the object of the public offer, was approved by the EGSM on 22 May 2008 under the suspensive condition of the actual subscriptionof the new shares.
These shares and bonds will be distributed within the framework of a two-phased offer:
- The Priority Offer: 70% of the securities offered within the context of the offer, which is a maximum of 89,744 shares and 280 bonds, 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 or bonds, but their orders will be subjected to the same rules as the Non-Priority Offer for the surplus. The Offer will be closed early by decision of the broker Wegsteen & Driege, in agreement with the company Fred & Ginger as soon as the total number of shares and/or bonds for which orders have been legitimately introduced reaches or exceeds the number of offered shares or bonds. Such early closing, which can even happen on the day of opening itself, will be announced by way of a notice published by Euronext Brussels. Nevertheless, the non-priority offer will remain open at least during 3 working days.
- The Non-Priority Offer: 30% of the securities offered within the context of the offer, which is a maximum of 38,461 shares and 120 bonds, will be allocated to the other financial establishments or intermediaries to whom investors may introduce purchase orders, or to the broker Wegsteen & Driege, for orders which have been used within the framework of the Priority Offer once it has ended or for orders which have been introduced with Weghsteen & Driege after the closing of the Priority offer. The final number of shares and bonds 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 and bonds. Consequently, the increase in capital will be limited to the amount of actually subscribed shares and the trading in the shares and bonds will only startafter issue of the global certifiacte by the depository, after settlement on 9 July 2008.
The shares will be traded on NSC as of 14 July 2008.
Date of approval of the prospectus by the CBFA: 23-05-2008 - Opening of the Priority Offer and the Non-Priority Offer: 02-06-2008 - Closing of the Priority Offer and the Non-Priority Offer: 03-07-2008 - Centralization date: 04-07-2008 - Publication of the results by Euronext Brussels notice: 09-07-2008 - Payment Date: 09-07-2008 - Settlement-delivery date: 09-07-2008 - First trading date on NSC: 14-07-2008
VERBAERE, DE CLERCQ & PARTNERS