21.11.2005 19:20:00 CET
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Closure of the exercise and listing period of the stock purchase warrants
Redemption of unexercised stock purchase warrants with a view to a private placement of the corresponding shares
Size of the private placement: maximum of 899,028 new Touax shares.
The exercise and listing period of the stock purchase warrants allocated free on 1 November 2005 closed on 14 November 2005. It enabled the exercise of 26.37% of the total number of stock purchase warrants allocated, representing 47.39% of the free float (excluding the majority shareholder, the Walewski family).
As planned, the stock purchase warrants which had not been exercised as at 14 November 2005 were automatically redeemed by TOUAX in application of article L.228-102 of the Commercial Code. TOUAX acted 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 of the redeemed warrants within a private placement.
The subscription of the 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.
The size of the private placement is a maximum of 899,028 new shares, to be issued by Touax.
The private placement, in France and outside France, is taking place over two stock market trading days, from 21 to 22 November 2005 inclusive. However, it may be closed early, without notice.
The sale price of the shares offered in the private placement and the redemption price of the stock purchase warrants will be the subject of a press release issued before the opening of the markets on 24 November 2005 at the latest.
The issue and the listing of the new Touax shares which result from the exercise of the stock purchase warrants and are the subject of the private placement are scheduled for 28 November 2005.
Reason for the offer and use of the proceeds:
The proceeds of the issue of the new shares will be allocated, in order of priority, as follows:
. 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 freight railcars. The acquisition price for 49% of Touax Rail is E8.1 million, corresponding to a P/E multiple of less than 12, i.e. a multiple similar to that applying to the acquisition of the holding in Touax Rail Ltd by Almafin in 2001. On the basis of these terms, the acquisition of the minority holding in Touax Rail Ltd is expected to have a markedly accretive effect on EPS (Earnings Per Share) for the shareholders of Touax SCA (P/E of TOUAX equivalent to 19.06 on the basis of the market price on 21 November 2005 and the 2004 result under IFRS);
. 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.
A prospectus, which was granted authorization number 05-747 by the Autorité des Marchés Financiers, dated 28 October 2005, is available free of charge from Touax and from financial intermediaries. 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).
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
touax@touax.com
ACTUS FINANCE
Sébastien BERRET
sberret@actus.fr