20.06.2005 16:59:00 CET
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Paris, June 20th, 2005
On June 17th, 2005, Messrs Alexandre Colonna Walewski, Fabrice Colonna Walewski and Raphaël Colonna Walewski, acting jointly (referred to collectively as the "Initiators"), filed a plan with the Autorité des Marchés Financiers (hereinafter "AMF") for a public buyout offer in respect of the shares in Touax held by the minority shareholders, at a price of E20.80 per share.
This plan for a public buyout offer has been filed in accordance with the provisions of article 236-5 of the General Regulations of the AMF, with a view to the conversion of the legal form of Touax into a partnership by shares (société en commandite par actions), which will be proposed to the extraordinary shareholders meeting on June 30th, 2005.
This change in the legal form of the Company is part of the development plan for the Company's activity. The objectives are in particular:
- for the major shareholder, to maintain long-term management within the family, through two simplified joint-stock companies acting in the capacity of general partners and represented by Messrs Fabrice and Raphaël Colonna Walewski;
- for Touax, to carry out capital increases by means of public calls for capital to increase the Group's development capacity;
- to invest in owned equipment, alongside third-party investors who provide partial financing, with ownership of 25% of the equipment being retained for the Touax Group.
The Group is planning a series of capital increases, as a function of its future investment needs. An initial operation intended to raise between E20 million and E25 million is planned for the second half of 2005, subject to market conditions. The Group wishes to involve all of its shareholders by maintaining pre-emptive subscription rights.
The aim of this new development policy is to enable the Group to maintain and accelerate its growth in its four operational leasing activities and to deliver additional growth potential for its shareholders.
The Initiators have informed the AMF, in accordance with the provisions of article 236-5 paragraph 2 of its General Regulations, that they are not reserving the right, at the end of the public buyout offer, and whatever the result, to request that all of the shares in the Company's capital or securities giving access to the capital and securities conferring voting rights be struck from the Eurolist of Euronext Paris S.A. on which they are listed. On the contrary, the objective is to call for further capital in order to increase the market capitalization, provide improved liquidity and pursue a policy of regular and increasing dividends.
The public buyout offer relates to all the shares of Touax SCA not currently held by Messrs Alexandre Colonna Walewski, Fabrice Colonna Walewski and Raphaël Colonna Walewski, i.e. 1,576,894 shares representing 55.56% of the capital and 38.86% of the current voting rights.
The proposed offer price of E20.80 per share represents the following premiums (discounts):
| Valuation methods used | Min | Max | Premium (Discount) | |
| Market comparable method | 19.2 | 19.5 | 6.7% | 8.3% |
| Discounted free cash flow method | 16.3 | 20.2 | 3.0% | 27.6% |
| Comparable transactions method | ||||
| (after application of a discount of 15%) | 18.6 | 20.3 | 2.5% | 11.8% |
| Average market prices (1 month to 1 year) | 20.8 | 23.2 | (10.3%) | 0% |
The firm Constantin Associés, represented by Mr Paul Séguret, which has been appointed by Touax for the purpose of issuing a fairness opinion, has confirmed that the price of E20.80 per share offered to the minority shareholders is fair. This opinion will be included in the prospectus which will be published prior to the opening of the public buyout offer.
This press release relating to the public offer, the draft of which was filed with the AMF on June 17th, 2005, has been drawn up and distributed in accordance with the provisions of article 231-17 of the General Regulations of the AMF. This offer and the public distribution of the prospectus remain subject to approval by the AMF.
TOUAX is listed in Paris on EURONEXT - Eurolist Compartment C (ISIN code FR0000033003) and is part of the Next Prime quality segment of EURONEXT.
Contacts:
TOUAX
Fabrice WALEWSKI / Raphaël WALEWSKI
Co-Chairmen
touax@touax.com
Tel.: 01 46 96 18 00
Tel.: 01 53 67 35 77
ACTUS FINANCE
Nicole ROFFÉ - Analyst/Investor Relations
nroffe@actus.fr
Sébastien BERRET - Press Relations
sberret@actus.fr