31.10.2005 07:23:00 CET
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Paris, 31 October 2005 Principal characteristics of the allocation of stock purchase warrants by Touax to its shareholders, of the admission of the said stock purchase warrants to the Eurolist Market of Euronext Paris S.A. and of the issue and admission to the Eurolist Market of Euronext Paris of the shares issued as a result of the exercise of the stock purchase warrants
The prospectus comprises:
- The reference document of Touax filed with the Autorité des Marchés Financiers on 3 June 2005 under the number D.05-0820 and its updates of 21 July 2005 bearing the number D.05-0820-A01 and of 28 October 2005 bearing the number D.05-0820-A02;
- The present transaction note.
Listed on the Paris stock exchange since 1906, the Touax Group pursues its global development in the operational leasing of standardized, mobile equipment (shipping containers, modular buildings, river barges and freight railcars) for its own account and on behalf of investors.
To support the sustained growth of its activity in highly capital-intensive businesses and to finance the acquisition of 49% of the capital of Touax Rail Ltd, Touax SCA has decided to carry out a capital increase of approximately E25 million through the free allocation of stock purchase warrants.
Information concerning the issuer
Issuer: Touax SCA
Market: Eurolist Market of Euronext Paris (compartment C) - ISIN code of the shares: FR0000333008 - Mnemonic: TOUP - Nationality: French
Business sector: Transport (FTSE classification)
APE Code: 741 J
Purpose of the Operation
The proceeds of the issue of the new shares will be allocated, in order of priority, as follows:
a) One-third of the proceeds of the issue will be allocated to the acquisition of 49% of the capital of Touax Rail, enabling Touax SCA to acquire 100% control of its subsidiary specializing in the leasing of railway equipment;
b) The balance of the proceeds of the issue will be allocated to the acquisition, on the Group's own account, of equipment for leasing (shipping containers, modular buildings, river barges and railcars), in accordance with the information disclosed to the public in the memorandum relating to the public buyout offer dated 28 July 2005 which received authorization number 05-648.
Acquisition of 49% of the capital of Touax Rail
On 26 September 2005 Touax concluded an agreement with a view to acquiring 49% of the shares of Touax Rail Ltd held by Almafin (KBC group), subject to the completion of a capital issue by Touax SCA of a minimum of E7 million before June 2006. As a result of this acquisition, which will be implemented immediately after the finalization of the present capital increase, Touax SCA will hold 100% of the capital of Touax Rail Ltd, the subsidiary which comprises all of the Group's activities in the management of railway equipment.
The acquisition price for 49% of Touax Rail is E8.1 million, corresponding to a P/E multiple of less than 12.
On the basis of the above terms, the acquisition of the minority holding in Touax Rail Ltd is expected to have a markedly accretive effect on EPS for the shareholders of Touax SCA.
Authorization, decision
The free allocation of stock purchase warrants is being effected in the context of the 27th resolution of the combined general meeting of shareholders of Touax of 30 June 2005. By virtue of the authority given by the combined general meeting, the Management Board of Touax, in its meeting of 28 October 2005, resolved to effect a free allocation of stock purchase warrants and to determine the terms thereof. The terms of the operation are described below.
Information concerning the operation
Allocation and exercise of stock purchase warrants
Free allocation of 2,849,128 stock purchase warrants, i.e. one stock purchase warrant for each share held, with 7 stock purchase warrants conferring the right to subscribe three new Touax shares at a price of E20.70 per E8 par value share, i.e. an issue premium of E12.70 per new share. The allocation will take place on 1 November 2005 after the close of the stock market. The issue price represents a discount of 9.92% and 11.65% respectively to the last quoted price of Touax on 28 October 2005 and the 1-month volume-weighted average calculated on that date.
Allottees of the stock purchase warrants
The stock purchase warrants will be allocated to the shareholders of the Company whose shares are entered in an account at the end of the stock market session of 1 November 2005.
Form of the stock purchase warrants
The stock purchase warrants will be issued in bearer or pure registered form. The rights of the holders of the stock purchase warrants will be represented by entry in the account in their name with their account-holding intermediary with effect from the date of their allocation. Theoretical value of one stock purchase warrant E0.68.
Listing of the stock purchase warrants
The stock purchase warrants will be negotiable on the Eurolist market of Euronext Paris from 2 November 2005 to 14 November 2005 inclusive and admitted to the operations of Euroclear France and identified under the ISIN code FR0010250159.
Exercise and listing period of the stock purchase warrants
Between 2 November 2005 and 14 November 2005 inclusive. Exercise instructions will be irrevocable.
Unexercised stock purchase warrants
Stock purchase warrants which have not been exercised on the final day of the listing period, i.e. 14 November 2005, will be automatically redeemed, in application of article L. 228-102 of the Commercial Code, by Touax, acting in a capacity of agent (within the meaning of article L. 132-1 of the Commercial Code), in its own name, but on behalf of Gilbert Dupont, the establishment responsible for the placement ("Redeemed Warrants"). Touax, in its capacity of agent, will at no time become the owner of the Redeemed Warrants. The shares issued upon the exercise of the Redeemed Warrants by Gilbert Dupont will be reclassified by the latter within a private placement (the "Placement"). In exchange, the holders of the Redeemed Warrants will receive, whatever the final size of the capital increase, an equal sum, for each Redeemed Warrant, being the higher of the following two amounts:
(a) The difference, if positive, between the price of the Placement and the price of subscribing one share by the exercise of the Redeemed Warrants, multiplied by the exercise parity, i.e. by 3/7, seven warrants being required to subscribe three shares, and
(b) E0.01.
The redemption price of the stock purchase warrants will be known on 22 November 2005 and will be paid on 2 December 2005 to the account-holding establishments for the account of the holders of the Redeemed Warrants.
Maximum number of new shares
1,221,054 shares
Proceeds of the issue
Gross proceeds: E25,275,817.80
Estimated net proceeds: approximately E24 million
Placement of new shares The shares offered in the Placement will originate in the exercise of the Redeemed Warrants by Gilbert Dupont. The Placement will take the form of a private placement in France and outside France, with certain restrictions.
Duration of the Placement
Two stock market trading days, from 21 November 2005 to 22 November 2005 inclusive. However, it may be closed early, without notice.
Price of the Placement
The price of the Placement will be determined on the basis of a comparison of the supply of shares subscribed by the exercise of the Redeemed Warrants and purchase applications in accordance with the technique known as bookbuilding.
Underwriting contract
The placement of the new shares is the subject of a placement commitment by Gilbert Dupont, provider of investment services.
The subscription of new shares is the subject of an underwriting commitment by Société Générale (the "Guarantor Establishment") up to a limit of 75% of the initial amount of the capital increase by virtue of an underwriting contract signed on 28 October 2005. Société Générale, the Guarantor Establishment, has undertaken to repurchase from Gilbert Dupont any shares resulting from the exercise of the Redeemed Warrants which are not placed by Gilbert Dupont, within the limit of the number of shares guaranteeing the completion of the capital increase for 75% of the initial amount, i.e. E18.96 million.
Termination of the underwriting contract
In the event that the underwriting contract is terminated under the conditions described in the said contract, the exercise of the stock purchase warrants (including, if applicable, the exercise of the Redeemed Warrants by Société Générale), will be terminated ipso jure and all the stock purchase warrants will lapse. No new share will be created. If the underwriting contract is terminated after the listing period of the stock purchase warrants, no amount will be payable in respect of the redemption described above. However, negotiations of stock purchase warrants which have already been executed will be unaffected.
Allocation of new shares
The new shares will be of the same category and, with effect from their admission, will be deemed equivalent to the Touax shares already admitted to trading in the Eurolist market of Euronext Paris (ISIN code: FR000033003, Mnemonic: TOUP).
They will bear dividend rights from 1 January 2005. They will be registered or bearer, at the discretion of the shareholder.
Listing of new shares On the Eurolist market (Compartment C) of Euronext Paris with effect from their issue, on the day of settlement/delivery, i.e. 28 November 2005.
Intentions of the main shareholders
Messrs Raphaël Walewski and Fabrice Walewski, Managers of Touax, and Mr Alexandre Walewski have stated their intention to exercise a maximum number of 63,383 stock purchase warrants (i.e. 5% of the stock purchase warrants allocated to them in the present operation). The balance of their stock purchase warrants will be redeemed with a view to placing the shares resulting from the exercise of these warrants, under the terms and conditions described in paragraph 5.1.3 of the transaction note.
The planned capital increase is in line with the Group's strategy of developing its market capitalization, providing improved liquidity, enhancing the value of the stock and pursuing a policy of regular dividend distribution.
Financial intermediaries
Guarantor establishment: Société Générale
Establishment responsible for the placement: Gilbert Dupont
Investor contact
Fabrice WALEWSKI / Raphaël WALEWSKI
Managers
touax@touax.com
Tel.: 01 46 96 18 00
Availability of the prospectus
Copies of the prospectus are available free of charge from Touax and establishments authorized to receive subscriptions. The prospectus may also be consulted on the internet sites of the Autorité des Marchés Financiers (www.amf-france.org) and Touax (www.touax.com).