Global Placement and Open Price Offer
Conditions applying to both global placement and Open Price Offer The first share price will be set at the end of the OPO and will take account of the demand expressed in the global placement. The prices of the global placement and the OPO are the same. The definitive price will be set on November 25th, 2005 after centralisation of the OPO and should be published by Euronext Paris in a notice that same day. The final share price may be set outside the mentioned range. Should the price of admission be under EUR 8.00, the number of shares proposed would be modified and the Autorité des Marchés Financiers would have to deliver another visa on a new prospectus giving the new terms and conditions of the Offer (Placement and OPO). The placement Before first listing, a proportion of the shares will be included in a public placement in France and an international private placement in some countries excluding the United States of America. The Open Price Offer Purchase orders placed are irrevocable and they will be valid on November 25th, 2005 only. Orders will be stated in terms of number of shares, without a price indication, and will be deemed to be stipulated at the first quotation price. If the float does not amount 2.5 million euros, the Offer will be cancelled and the orders will be void.
Admission on Alternext the 2,000,000 existing shares that comprise the equity of OVERLAP GROUPE at the day of the admission and a maximum of 255,000 new shares that will be issued in the admission framework.
The admitted shares, which par value is EUR 0.5 per share, will represent the total equity and voting rights in the Company and will be participating from May 1st, 2005. Since the admission, the shares will be either in bearer form, or in registered form at the choice of the shareholder.
316,500 shares will be offered to the public as part of a global placement and an open-price offer (OPO). The shares will be obtained from 61,500 existing shares that will be sold in the Offer framework (and a maximum of 40,000 additional existing shares that could be sold regarding the Extension Clause) and from the issue of a maximum of 255,000 new shares as part of a capital increase permitted by the general meeting on October 28th, 2005 and to be realised with the listing and decided by the board of directors on November 15th, 2005.
Extension clause: according to the importance of the demand, the number of shares sold could be increased of 40,000 existing additional shares (around 12.64 % of the number of shares initially proposed in this operation).
- Period of the Placement: from November 16th, 2005 to November 24th, 2005 (12:00) - Period of the OPO: from November 16th, 2005 to November 24th, 2005 inclusive - First quotation: November 25th, 2005 - Beginning of trading: December 1st, 2005