07.02.2007 03:58:00 CET

TOUAX : issues 40,4 million euros in bonds wih redeemable warrants

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PRESS RELEASE (Do not publish in the United States, Canada, Japan, or Australia) Paris, 7 February 2007 YOUR OPERATIONAL LEASING SOLUTION

TOUAX issues € 40,4 million in bonds with redeemable warrants

TOUAX issues € 40,4 million in bonds with redeemable warrants (OBSAR).

TOUAX will use the proceeds from the issue to fund its expansion.

The shipping container leasing business continues to benefit from the growth in global trade.

The deregulation of European rail transport provides the railcar leasing business with an opportunity to continue growing through a series of planned capital expenditures.

Growth in the selling and leasing of modular buildings remains robust in Europe.

Sustained volumes on both the Mississippi and the Danube rivers have created a positive environment for river barge transportation and leasing.

The Group's goal is to continue growing its four businesses by increasing the amount of new equipment leased under long-term agreements. This equipment includes shipping containers, modular buildings, river barges, and railcars. Increasing the number of wholly-owned assets can help drive Group earnings (due to the inherent leasing profitability of these assets and their ability to generate capital gains over time).

This increase will require additional capital expenditures of up to €200 million per year starting in 2007, of which €60 million per year will be retained and financed by the Group. The goals are to continue the Group's double-digit growth so as to increase market share and to improve economies of scale, and ultimately to achieve ROE of 15% by optimizing the Groups' debt structure. The Group targets investments from €100 million to €200 million, covering both wholly-owned and managed assets.

In order to meet these goals, the Group is looking to balance the split between wholly-owned and managed assets, with 25% wholly-owned and 75% managed. Capital expenditure on wholly-owned assets should generate recurring revenues, and eventually boost the Group's earnings through opportunities for capital gains on asset disposals. In addition, equipment management should generate management fee revenue and improve ROE without tying up capital.

This bond issue, by financing €40.4 million out of the planned €60 million, will support the planned capital expenditures and will extend the Group's average debt maturity while costing less than traditional debt (impact of the disposal of redeemable share warrants, i.e. BSAR in French). The remaining €19.6 million will be financed through available credit facilities.

The issue will not waive shareholders' preferential subscription rights.

The subscription period will run from 12 February 2007 to 23 February 2007.

During the subscription period, the subscription right will be listed on Euronext Paris Eurolist (ISIN Code FR0010435412).

The prospectus for this transaction was approved by the AMF on 6 February 2007 under no. 07 - 042.

This prospectus comprises:

The TOUAX SCA Reference Document, filed with the AMF on 9 June 2006 under number D.06-0548;

An update to said Reference Document, filed with the AMF on 5 February 2007 under number D.06-0548-A01; and

The issue prospectus including a prospectus summary.

We draw the attention of the public to the "Risk Factors" described in the issue prospectus.

Copies of the Reference Document, the update to the Reference Document, and the issue prospectus and summary can be obtained free of charge from:

TOUAX SCA, 5, rue Bellini, Tour Arago, 92806 Puteaux La Défense cedex

SOCIETE GENERALE Corporate & Investment Banking, 17, cours Valmy 92972 Paris-La Défense

They can also be viewed on the AMF (www.amf-france.org) and TOUAX SCA (www.touax.com) websites.

The legal notice will be published in the BALO (French bulletin of mandatory legal announcements) on 9 February 2007.

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 ACTUS FINANCE

Fabrice & Raphaël WALEWSKI Sébastien BERRET

General Partners sberret@actus.fr

touax@touax.com www.actus.fr

www.touax.com Tel: +33 (0)1 53 67 35 77

Tel: +33 (0)1 46 96 18 00

(Do not publish in the United States, Canada, Japan, or Australia) Main characteristics of the issue

A. KEY ASPECTS OF THE ISSUE OF BONDS WITH redeemable warrants AND DRAFT SCHEDULE

(Do not publish in the United States, Canada, Japan, or Australia)

Terms and conditions of the bond offering

This bond issue will not waive shareholders' preferential subscription rights ("PSR").

Pre-emptive rights

18 bonds for 49 preferential subscription rights.

Preferential subscription rights may be traded on the Euronext Paris Eurolist during the subscription period (ISIN code: FR0010435412).

Excess subscriptions

Excess subscriptions are permitted.

Intentions of the main shareholders - Subscription pledges

- Alexandre Colonna Walewski, who directly or indirectly holds 440,701 TOUAX SCA shares, namely around 11.34 % of the Company's share capital and 16.69 % of the voting rights,

- Fabrice Colonna Walewski, who holds 414,193 shares in the Company, 20,303 of which are wholly owned, namely 0.52 % of the Company's share capital and 0.72 % of the voting rights, and the beneficial ownership of 393,890 shares, of which Alexandre Colonna Walewski is the usufructuary, namely 10.14 % of the Company's share capital and 15.36 % of the voting rights,

- Raphaël Colonna Walewski, who holds 408,446 shares in the Company, 14,556 of which are wholly owned, namely 0.37% of the Company's share capital and 0.54% of the voting rights, and the beneficial ownership of 393,890 shares, of which Alexandre Colonna Walewski is the usufructuary, namely 10.14 % of the Company's share capital and 15.36 % of the voting rights,

(hereinafter referred to as the "PSR transferors"), respectively transfer, in total, 415,162, 393,890 and 393,890 preferential subscription rights for a total of €0.01 per block of preferential subscription rights to Société Générale and BNP Paribas, BRED Banque Populaire, Fortis Banque France, HSBC France and Le Crédit Lyonnais (hereinafter the "Financial Institutions"). Alexandre Colonna Walewski, Fabrice Colonna Walewski, Raphaël Colonna Walewski will not sell or exercise of their remaining PSR, respectively 25,539, 20,303 and 14,556 PSR in the market.

The Company is not aware of the intentions of any other shareholders.

Purchase of Reedeemable Warrants

The financial institutions are engaged vis-a-vis the sellers of PSR and the Company to subscribe the whole amount of bonds with reedeemable warrants, depending the effective re-purchase of reedeemable warrants by Fabrice Colonna Walewski and Raphaël Colonna Walewski, namely 1,427,328 bonds with reedeemable warrants thanks to Pre-emptive rights acquired and to excess subscriptions.

Consequently, The financial institutions will sale the reedeemable warrants attached to the bonds with reedeemable warrants they subscribed, to Fabrice Colonna Walewski and Raphaël Colonna Walewski, acting jointly, at the price of € 0.44 per reedeemable warrants.

Fabrice Colonna Walewski and Raphaël Colonna Walewski will propose, at same price, namely € 0.44 per reedeemable warrants, 50 % of the reedeemable warrants they re-purchased to about 10 managers of the TOUAX Group and 16.5 % of the reedeemable warrants they re-purchased to Alexandre Colonna Walewski.

In total and if the managers purchase all the proposed reedeemable warrants, Alexandre Colonna Walewski will own about 16.5 % of the reedeemable warrants sold by the financial institutions (namely 5 % to 16.5 % of the issued bonds with reedeemable warrants, depending the number of the bonds with reedeemable warrants subscribed by the financial institutions and the size of the issue), Fabrice Colonna Walewski will own about 16.5 % of these reedeemable warrants (namely 5 % to 16.5 % of the issued bonds with reedeemable warrants), Raphaël Colonna Walewski will own about 16.5 % of these reedeemable warrants (namely 5 % to 16.5 % of the issued bonds with reedeemable warrants) and the managers of the Group will own 50 % of these reedeemable warrants (namely 15 % to 50 % of the issued bonds with reedeemable warrants).

The owner of the reedemable warrants are committed not to sale or exercise 85 % of the reedeemable warrants acquired during the first two and half year. They may dispose of the 15 % of the remaining reedeemable warrants int the market.

In addition, the managers are engaged to sale their reedeemable warrants at the purchased price, namely €0.44 per reedeemable warrant, increased by an annual interest rate of 5 %, to Fabrice Colonna Walewski and Raphaël Colonna Walewski, at first demand, in the event the owner will not be anymore in the Group following any event excluding decease, disability or retirement.

In the event of the demand of the manager do not acquire all the available reedeemable warrants, Fabrice Colonna Walewski and Raphaël Colonna Walewski will keep the remaining reedeemable warrants and will have the possibility to to propose them to new managers thereafter.

The purchase of reedeemable warrants by the manager, realized at the market condition with no special advantage like specific procedure in case of operations done exclusively for employees, will not be financed totally or partially by the company who will not issue any warranty in their investment. (Do not publish in the United States, Canada, Japan, or Australia)

Dilution

The impact of this issue and redeemable share warrant exercise on a shareholder's 1% interest in the share capital of TOUAX SCA prior to the Issue. This calculation is based on the number of shares in the share capital on 31 December 2006.

* The calculations assume that all share options and warrants issued in 2006 will be exercised.

Indicative issue schedule

(Do not publish in the United States, Canada, Japan, or Australia)

B. KEY INFORMATION ON SELECTED FINANCIAL DATA - SHAREHOLDERS' EQUITY AND DEBT - RATIONALE FOR THE OFFERING - RISK FACTORS

Selected financial data

(Excerpt from the audited annual financial statements and the interim financial statements as partially reviewed by the Company's Auditors)

Income statement

Balance sheet

(1) Net financial liabilities equals to Gross Financial Libilities minus Cash

(2) EBITDA before/after distibution of investors is calculated on an annual basis at 30 June 2006

(3) Gross Tangible Assets exclude the gross value of capital gains within the Group(Do not publish in the United States, Canada, Japan, or Australia)

Goal of the issue

The Group's goal is to continue growing its four businesses by increasing the amount of new equipment leased under long-term agreements. This equipment includes shipping containers, modular buildings, river barges, and railcars. Increasing the number of wholly-owned assets can help drive Group earnings (due to the inherent leasing profitability of these assets and their ability to generate capital gains over time).

This increase will require additional capital expenditures of up to €200 million per year starting in 2007, of which €60 million per year will be retained and financed by the Group. The goals are to continue the Group's double-digit growth so as to increase market share and to improve economies of scale, and ultimately to achieve ROE of 15% by optimizing the Groups' debt structure. The Group targets investments from €100 million to €200 million, covering both wholly-owned and managed assets.

In order to meet these goals, the Group is looking to balance the split between wholly-owned and managed assets, with 25% wholly-owned and 75% managed. Capital expenditure on wholly-owned assets should generate recurring revenues, and eventually boost the Group's earnings through opportunities for capital gains on asset disposals. In addition, equipment management should generate management fee revenue and improve ROE without tying up capital.

This bond issue, by financing €40.4 million out of the planned €60 million, will support the planned capital expenditures and will extend the Group's average debt maturity while costing less than traditional debt (impact of the disposal of redeemable share warrants, i.e. BSAR in French). The remaining €19.6 million will be financed through available credit facilities.

Risk factors

Investors are asked to take account of the following risks before making an investment decision.

- The risks related to the Bonds and the redeemable share warrants as set out in section 2.2 of the issue prospectus;

- The risk of possible changes to the terms and conditions of the Bonds and the redeemable share warrants;

- The risk that the redeemable share warrants will lose value;

- The risk of there being no market for the preferential subscription rights;

- The risk of there being no market for the Bonds and redeemable share warrants;

- In the event of a substantial decline in the TOUAX SCA share price, the redeemable share warrants could lose their value;

- The risk of losing the investment in the redeemable share warrants;

- The risk of a lack of further payments in the event of a withholding tax on income from Bonds; and

- The Bonds' variable rate coupon.

- The risks related to TOUAX SCA are described in the "Risk factors" section of the Reference Document filed with the AMF on 9 June 2006 under number D.06-0548, and in the update to the Reference Document filed with the AMF on 5 February 2007:

- Liquidity, interest rate, foreign currency, and share price risks;

- Legal risks;

- Industrial and environment-related risks; and

- Risks related to insurance and hedges.

C. INFORMATION ABOUT THE ISSUER

History and development of the Company

Key events:

(Do not publish in the United States, Canada, Japan, or Australia)

Business overview

TOUAX is a B2B services company that specialises in operational leasing.

The Group's business consists of leasing four types of standardised mobile equipment with long useful lives, ranging from 15 to 40 years:

- Shipping containers;

- Modular buildings for offices, schools, hospitals, and construction sites;

- River barges for leasing and bulk transportation; and

- Railcars for goods transportation.

TOUAX operates in a buoyant market; companies are increasingly outsourcing non-strategic assets and shifting towards leasing solutions that offer:

- Flexible service (short- or long-term contracts);

- An alternative to capital investment;

- Subcontracted maintenance; and

- Ready availability.

D. MANAGING PARTNERS AND SUPERVISORY BOARD

Managing Partners

Raphaël Colonna Walewski

Fabrice Colonna Walewski

Supervisory Board Members

Alexandre Colonna Walewski

Serge Beaucamps

Jean-Louis Leclercq

Thomas M.Haythe

Jérôme Bethbeze

Salvepar, represented by Yves Claude Abescat

Statutory Auditors

DELOITTE & Associés represented by Bertrand de Florival.

LEGUIDE NAIM & Associés represented by Paul Naim.

E. BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS AT 31 DECEMBER 2006

(1) Salvepar is listed on Euronext Paris Eurolist and is 51%-owned by Société Générale.

This press release, or the information it contains, does not constitute an offer to sell or subscribe for, or a solicitation of offers to purchase or subscribe for TOUAX bonds with redeemable warrants in any country whatsoever.

This press release does not constitute an offer to sell or subscribe for securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the 1933 United States Securities Act, as amended (hereinafter the "Securities Act"), and may not be offered or sold in the United States, absent said registration or an applicable exemption from registration provided for under the Securities Act. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the Company and containing detailed information about the Company, its management and its financial statements. The Company does not intend to register any portion of the offering in the Unites States or to conduct a public offering in the United States.(Do not publish in the United States, Canada, Japan, or Australia)

For the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), this press release does not constitute a solicitation nor is it designed to be an invitation to engage in any investment activity. This press release is exclusively intended for (i) persons outside the United Kingdom; or (ii) persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC, and including those persons who under any relevant measure implemented in the Member States with regard to this Directive are also (a) persons authorised by the FSMA or who have professional experience in matters relating to investments and who fall within the definition of professional investor in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 as amended (hereinafter the "Order") or (b) institutions or companies that are subject to Article 49(2)(a) to (d) of the Order ("high net worth persons"), or (c) any person to whom this press release may lawfully be communicated pursuant to Section 21 of the FSMA (collectively referred to as "Relevant Persons"). Any person in the United Kingdom who is not a relevant person should not use or rely on this press release.

In certain countries, the publication of this press release may constitute a breach of applicable legislation.