13.02.2008 08:42:00 CET

TOUAX : CAPITAL RAISE

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This press release may not be published, distributed or transmitted either directly or indirectly in the United States, Canada, Japan or Australia.

Paris, February 13, 2008 - 08:00 a.m.

Touax raises capital again to further improve returns

Supported by the very clear outlook for the development of its businesses, the Touax Group, European leader in operational leasing, is launching a capital increase to take fuller advantage of the growth in its markets by expanding its wholly-owned leasing assets and thereby improve its return on equity both immediately and over the long term.

A French group that has been in business for some 150 years, Touax is specialized in operational leasing in France and internationally. As European market leader in shipping containers and river barges, and one of the largest in modular buildings and freight railcars, Touax is well positioned to take advantage of the rapid growth in corporate outsourcing of non-strategic assets and its clients' recourse to leasing by guaranteeing them flexibility, ease of management, speed of delivery of new equipment in good condition, and outsourced maintenance.

The Group buys, leases and sells standardized mobile equipment both for its own account and managed on behalf of third-party investors. These leasing services are provided for four types of equipment: shipping containers (48% of 2007 revenue), modular buildings (24%), river barges (8%) and freight railcars (21%). The business is highly international. Leaving aside shipping containers (which is 100% international), the other businesses are split between France (11%), the rest of Europe (38%) and the U.S. (3%).

The Touax Group has maintained a value creation strategy since 2005.

Since 2005, the Touax management team, Raphaël and Fabrice Walewski, has adopted an aggressive expansion policy with a sharp increase in investment, especially for its own account. This strategy will continue with annual investment of at least €200 million, some of which will be sold to third-party investors and some retained by the Group. The ultimate goal is to have a split of roughly 25% / 75% between wholly-owned assets and managed assets.

This strategy has already paid off, as can be seen from the record 2006 results (net income - Group share rose 76.4% to €7.2 million) and H1 2007 results (56% increase to €5.2 million). Over the coming years it should make it possible to maintain strong earnings growth, driven by improved profitability both immediately and over the long term.

The Touax Group now has the resources, both in terms of organization and available financing, to enable it to keep up with the expected strong growth in its four businesses. The capital increase is designed to fund the Group's growth, and in particular the acquisition of new leasing assets for its own account.

By issuing €23 million in additional share capital on top of its bank facilities, the Group will be able to retain close to €80 million in new equipment for its own account, with the remainder of the investments sold to third parties under management over a medium term that has not yet been decided by management.

A combination of factors resulting in a very positive outlook

The Group's markets are growing structurally, driven by strong infrastructure demand. Three major trends are positive for Touax's businesses:

- Increased outsourcing by companies seeking to focus their capital expenditure on their strategic assets;

- Sustained growth in international trade and in emerging markets, helped by globalization of commerce;

- Environmental concerns, which will stimulate environmentally friendly means of transport such as railways and river transport.

By investing at least €200 million per annum for its own account and on behalf of third parties, the Group will improve its returns by:

- Optimizing its management capacity (economies of scale);

- Increasing wholly-owned assets, (in particular the more profitable assets such as modular buildings, and higher value assets such as railcars and river barges). And by combining this with the management of shipping containers on behalf of third parties (historically very popular with third-party investors), the Group is able to optimize its cash flow.

The Group is looking to continue to diversify its risks and thereby to keep a balance between the two businesses (management for its own account and management on behalf of third parties), which have different criteria in terms of returns. Management for its own account is great for optimizing operating profitability and the Group's earnings. Management on behalf of third parties is great for optimizing return on investment and return on equity, in light of the modest capital requirements of this business.

A capital increase supported by the Group's main shareholders

This capital increase is strongly supported by the Group's main shareholders:

- Alexandre Walewski, Chairman of the Supervisory Board, with an 11.31% stake in the company, has committed to exercise all his preferential subscription rights.

- Fabrice Walewski, manager, with a 10.63% stake in the company, has committed to exercise 250,000 preferential subscription rights.

- Raphaël Walewski, manager, with a 10.53% stake in the company, has committed to exercise 250,000 preferential subscription rights.

- Salvepar, with a 6.34% stake in the company, has committed to exercise all its preferential subscription rights.

In addition, Halisol has made a binding commitment to subscribe 267,000 shares, either freely distributed or offered to the public, in the event that the preemptive subscriptions and, as the case may be, subscriptions for excess shares have not taken up the full capital increase. Should it subscribe all 267,000 shares upon completion of the transaction, Halisol would hold 5.71% of the capital and 4.51% of the voting rights.

In total, and on the basis of the commitments set out above, the capital increase is already 64.72% subscribed.

Touax Group: key figures

550 professionals working in 11 countries across Europe, North America and Asia.

2007 revenues: €278.2 million

The following graphics are available in attachment: - Consolidated revenues - Consolidated net income - Breakdown of revenues by country - Breakdown of revenues by business

Touax listed in compartment B due to its very good financial performance

Touax performed very well in the stock market in 2007 (stock market capitalization of €156.6 million as of December 31, 2007), and crossed the threshold required for listing in Euronext Paris Compartment B on NYSE Euronext.

The Group's stock market performance in 2007 is attributable its very strong financial performance:

- In 2006, the Group posted a 76% increase in net income (compared to 2005);

- By June 2007, net income had once again risen 55% (compared to June 2006);

- The Group expects net income for the full 12 months of 2007 to increase by at least 40%.

Significant growth potential

As of December 31, 2006, the Touax Group managed €791 million in equipment for its own account and on behalf of public and private investors. Total assets managed at the end of 2007 were estimated at €1 billion. Touax specializes in four different businesses: shipping containers (close to half of the Group's revenues, launched in 1975), modular buildings (since 1973), railcars (since 1955), and river barges (since 1855). While railcars have once again come to the forefront over the past few years, the shipping containers business continues to dominate.

Since the start of the decade, growth opportunities have taken off in all four of the Group's businesses:

Shipping containers: trade globalization and increasing use of containers (+10% p.a.)

No. 1 in continental Europe and no. 9 worldwide, the Touax Group manages a fleet of around 450,000 TEU (Twenty-foot Equivalent Unit - container unit), giving it a global market share of around 4%. The goal is to double its fleet by 2012, giving it 7% of the global market.

While the slowdown in the U.S. economy may adversely affect global shipping, growth in containers should remain strong (+9% expected in 2008, following +11% in 2007) thanks to growth in inter-Asia flows and the opening up of new markets to containers (investments in Indian ports for example). Asia - U.S. flows account for 25% of global shipments. A 10% fall in these shipments would only have a 2.5% impact on global shipments. The strong visibility of existing contracts (83% are long-term contracts, i.e. 3 to 5 years), continued trade globalization, and the opportunities provided by emerging markets all point to continued strong growth in this business.

Touax works with over 120 shipping companies, including 24 of the top 25 worldwide. The market saw an increase in the fleet sustained by both traffic expectations and interest from third-party investors in this sort of opportunity in a low interest rate environment.

Modular buildings: towards a diversification in end users and strong infrastructure demand in Eastern Europe

No. 3 in continental Europe and no. 5 worldwide with 30,000 buildings (estimate at end 2007), the Touax Group is looking to significantly grow this number.

Now in control of the production of its modular buildings with the establishment of a unit in France and the acquisition of Warex sro, now renamed Touax sro, the leading manufacturer/assembler/lessor of modular buildings in the Czech Republic and Slovakia, Touax is now in a position to cut costs, improve its productivity and increase its ability to satisfy customer demand. The global market is estimated to be 900,000 units, with a 50/50 split between Europe and North America. Touax operates in Europe (France, Germany, Poland, the Czech Republic, Slovakia, Spain and the Benelux countries) and in the U.S. (in Florida and Georgia), and has a broad client base covering construction, local authorities and the manufacturing and services industries.

River barges: taking advantage of the revival in river transport in Europe

Environmental concerns, a need to renew and the expansion of Europe eastward, are giving rise to investment opportunities. No. 1 in Europe in barges for bulk dry cargo (coal, ore, cereals, fertilizer, cement, and containers), the Touax Group is active in the main European river basins (including the Rhine/Danube), on the Seine and the Rhone, and on the Mississippi in the U.S.. Touax is both an operator and a lessor in this business, which was its traditional business. The Group provides two types of services: transport and charter services, mainly on the Rhine/Danube axis, and barge leasing, mainly in France and the U.S..

In France, the Group is no. 1 in barge leasing. In Romania, Touax operates on the Danube, which is connected to the Rhine via the Rhine-Main-Danube canal, is 2,500 km long, crosses seven countries and passes close to five capitals.

The promising outlook for the Danube (growth in traffic with Eastern Europe) combined with the renewal of a very old fleet and opportunities in South America (the signing of a 10-year leasing contract to transport ore) led the Group to place new orders (22 barges for the Rhine/Danube axis and 18 barges for South America at a cost of €25 million with delivery in 2008, 2009 and 2010).

Freight railcars: the deregulation of rail freight in Europe and a strong need to renew the European fleet

No. 2 in Europe with intermodal railcars (4,550 units), the Touax Group also has a partnership with the 7th largest U.S. railcar lessor. The medium-term goal is to have a fleet of 10,000 railcars.

The Group has significantly expanded its fleet over the past five years (increasing from 400 to 5,500 units) and is planning to add an additional 2,000 railcars in 2008. The bulk of the railcars delivered in 2008 have already been leased.

Milestones for the Touax Group

1855 Incorporation of Compagnie de Touage de la Basse Seine et de l'Oise.

1898 Creation of Touax, named SGTR (Société de Touage et de Remorquage), resulting from the merger of Compagnie de Touage de la Basse Seine et de l'Oise (TBSO) and Société de Touage et de Remorquage de l'Oise (TRSO); Touax owned 14 chain tows and 11 tug boats.

1906 The Company is listed on the Marché Comptant of the Paris Stock Exchange on May 17.

1931 End of the Touage concession.

1946 Share capital increase to fund equipment renovation.

1955 First investment in the railcars business.

1973 Launch of the modular buildings business.

1975 Launch of the shipping containers business.

1978 Establishment of the management business on behalf of third parties.

1981 International expansion with the founding of Touax Corporation in the United States.

1985 Acquisition of Gold Container Corporation, a shipping container management company.

1994 Change of corporate name to: Touax

1999 The Company is listed on the Second Marché of the Paris Stock Exchange.

2001 Creation of the Touax RAIL Ltd subsidiary in Dublin to expand the railcars business.

2002 The Company joins the Euronext NextPrime market segment.

2005 Buyback of 100% of the railcars business.

2006 100th anniversary of the stock market listing, and over 150 years of interrupted dividend distribution.

2007 Setting up of its first modular buildings manufacturing unit in France (in Mignières, near Chartres). Touax also acquired Warex Sro, which provided it with a second production site in Eastern Europe.

Back to the stock market

In November 2005, the Group carried out an initial capital increase by granting bonus share warrants to its shareholders, enabling it to raise €18 million to fund the buyout of the minority interests in the railcars business and to make equipment purchases.

In 2006, the Group carried out a capital increase reserved for Salvepar involving 120,600 shares (3% of the capital) and generating proceeds of €2.5 million.

Finally, in February 2007, the Group issued 1,427,328 bonds with redeemable share subscription warrants (OBSAR) allowing it to refinance close to €40 million in debt (par value of €28.30) with a maturity of five years from March 8, 2007 (annual interest at Euribor 3 months +0.69%). Each bond had a warrant, and every four warrants give the right to a share at €28.30. A maximum of 356,832 shares can thereby be created, representing 9.2% of the capital. Ten percent of the redeemable share subscription warrants were granted to the public and 90% to management. Given that 85% of the redeemable share subscription warrants granted to management are frozen for a period of 2.5 years (end 2009), only 23.5% of the redeemable share subscription warrants can currently be exercised (23,940 exercised in 2007, with 5,985 shares created).

Public information

The Prospectus, consisting of the Reference Document of the company Touax filed with the French Financial Markets Authority (AMF) on April 11, 2007 under No. D.07-0310, its Update filed with the AMF on February 12, 2007 under No. D.07-0310-A01, and the Information Note dated February 12, 2007, was validated by the AMF on February 12, 2008 under Nº 08-029. It is available free of charge from the registered office of Touax, the website of the AMF (www.amf-france.org) and the website of the Company (www.touax.com).

Touax SCA draws the attention of the public to the sections relating to the risk factors of the Company, the Group and the offering of the transferable securities that should be admitted to trading and that is contained in the Prospectus approved by the AMF.

The legal notice shall be published in the French bulletin of compulsory legal notices (Bulletin des Annonces Légales Obligatoires) of February 15, 2008.

Media relations Sylvie Jovillard - Sylvie Jovillard Conseil jovillard.conseil.sylvie@wanadoo.fr +33 6 20 50 19 89

Contacts: TOUAX Fabrice & Raphaël WALEWSKI Managers touax@touax.com www.touax.com Tel: + 33 1 46 96 18 00

ACTUS FINANCE Samuel BEAUPAIN sbeaupain@actus.fr www.actus.fr Tel: +33 1 53 67 36 49

PROSPECTUS SUMMARY

Validation No. 08-029, of February 12, 2008, of the French Financial Markets Authority (Autorité des Marchés Financiers, hereinafter "AMF")

This summary should be read as an introduction to the Prospectus. Any decision to invest in the financial instruments offered hereby should be based on an exhaustive examination of the Prospectus. The liability of the persons who have presented the summary, including if applicable its translation, shall be incurred only if the content of the summary is misleading, inaccurate or contradictory in respect of other sections of the Prospectus. An investor plaintiff who brings a claim relating to the information contained in the Prospectus, pursuant to the national legislation of the Member States of the European Community or of the parties to the European Economic Area agreement, must bear the cost of translating the Prospectus prior to the commencement of such judicial proceedings.

A INFORMATION ON THE COMPANY

Business and strategy

Touax (hereinafter the "Company" or "Touax"), a French partnership limited by shares (Société en Commandite par Actions, hereinafter "SCA"), is a business service company specialized in operational leases.

The Group, which includes all companies within its scope of consolidation (hereinafter the "Group"), leases four types of movable equipment with long useful lives (15 to 40 years):

- shipping containers;

- modular buildings to be used as offices, schools, hospitals and site offices;

- river barges for leasing and bulk transport; and

- railcars for goods transportation.

The Group's strategy is to continue growing the leased assets in its four businesses by acquiring market share and increasing economies of scale. The Group shall boost its property investments, offering significant recurring income and opportunities for capital gains that, combined with investments managed on behalf of third parties, shall enable it to grow the operating margin.

The four markets in which the Group is present are experiencing strong growth driven by several factors: an expansion in international trade, development of Eastern European infrastructure, the growth of more environmentally-friendly types of transport and the need for companies to renew obsolete assets.

Since its establishment in 1854, each year the Company has paid a dividend that has varied in accordance with results. The Company paid an interim dividend of €0.50 for the 2007 year on January 11, 2008. The dividends of which payment has not been claimed at the end of a five-year period are paid by the distributing entity to France's Caisse des Dépôts et Consignations (hereinafter "CDC").

Selected historical financial information

(Excerpt of audited annual and interim financial statements subject to limited review by the Company's statutory auditors)

Key income statement figures

In thousands of euros   June 30, 2007   June 30, 2006   December 31, 2006   December 31, 2005   December 31, 2004  
Leasing revenues  78,824  72,089  150,561  127,968  110,267  
Equipment sales and commissions  52,095  50,760  102,570  93,925  70,227  
Revenues  130,919  122,849  253,131  221,992  180,583  
EBITDA(1) before distribution to investors  44,013  37,019  78,362  62,830  43,707  
EBITDA(1) after distribution to investors  15,003  12,047  23,672  16,149  6,845  
Operating income before distribution to investors  38,976  33,067  69,926  55,307  43,707  
Operating income after distribution to investors(2)  9,966  8,094  15,236  8,626  6,845  
Consolidated net attributable income  5,166  3,342  7,198  4,082  3,177  
Earnings per share (€)  1.33  0.87  1.86  1.40  1.12  
(1) EBITDA is current operating income restated for depreciation and amortization charges and transfers to provisions in respect of fixed assets (2) Operating income after distribution to investors corresponds to the current operating income as defined by the French National Accounting Board (Conseil National de la Comptabilité, hereinafter "CNC")

Key balance sheet figures

In thousands of euros   June 30, 2007   December 31, 2006   December 31, 2005   December 31, 2004  
Total assets  309,161  261,787  206,291  179,606  
Gross tangible fixed assets (1)  191,178  165,220  134,891  111,972  
ROI(2)  7.85%  14.30%  12.00%  12.00%  
Total non-current assets  165,415  143,170  122,509  92,233  
Attributable shareholders' equity  62,687  60,473  56,389  33,868  
Minority interests  (23)  (7)  (167)  146  
Gross debt  158,765  113,317  91,447  72,662  
Net debt(3)  133,078  85,008  65,376  40,508  
Net dividend per share including special dividend (€)  na  0.75  0.6  0.6  
(1) Gross tangible fixed assets exclude the capital gains from internal transfers (2) Return on Investment equals EBITDA after distribution to investors, divided by gross tangible fixed assets. For information purposes, the ROI was previously called ROFA. (3) Net debt equals gross debt less cash.

Financial information on forecasts

Supported by continuing growth both globally and in international trade, as described in Chapter 12 of the Reference Document and its Update, and by its new investments, the Group expects to report a 40% increase in net income for 2007.

Shareholders' equity and consolidated debt at November 30, 2007 (thousands of euros).

I. Shareholders' equity and debt    
Total short-term debt  62,673  
Total long-term debt  117,199  
Attributable shareholders' equity  66,957  
  
II. Consolidated net financial debt   
Total cash and cash equivalents  9,054  
Short-term financial receivables  -  
Short-term financial debt  58,906  
Net short-term financial debt  49,853  
Total net medium- and long-term financial debt  120,966  
Net financial debt  170,818  

At the Prospectus approval date, no significant change had affected the amount of shareholders' equity or the various debt items presented above subsequent to November 30, 2007.

Summary of main risk factors

The main risks are given below. These and others described more extensively in Chapter 4 of the Reference Document and its Update should be taken into consideration by investors before any investment decision (the sections mentioned below also give references to the Reference Document):

- currency risk: mainly concentrated in changes in the U.S. dollar (section 4.2.4);

- regulatory risks: modular buildings are subject to building and safety regulatory standards; the movement of barges is subject to waterway legislation (section 4.4);

- supply risk: the Group is not a producer: it purchases the equipment that it leases. It could therefore find itself in a situation of being unable to purchase new equipment quickly enough when production plants have no more capacity for available orders (section 4.5.6);

- climate risk: the main climate risk for the Group concerns the submersion of a railcar due to floods (section 4.5.7).

- risks relating to capital increases with preferential subscription rights maintained, in particular the risk of limited liquidity and considerable volatility in the market for the preferential subscription rights (hereinafter the "Rights") and new shares, uncertainty about whether a market shall develop for the new shares and Rights and the risks of dilution of shareholders' ownership interests in the Company when they do not exercise their Rights.

- risks for new shares listed on a second line until the 2007 dividend is paid. No assurance can be given that an active market shall develop during this time for these new shares, which, furthermore, may be subject to greater volatility than the Company's existing shares;

- the risks relating to the issue of share subscription warrants, in particular the risk that the share subscription warrant market may offer only limited liquidity, it being specified that only 30,000 share subscription warrants may be sold during the first three years, which de facto limits their liquidity and creates greater volatility than for Touax shares; that the share subscription warrants may lose value if the Touax share price decreases substantially; that if the share subscription warrants are not exercised by their holders, the latter shall see their ownership interest diluted; and that the prices of outstanding share may experience volatility when the share subscription warrants are exercised.

The materialization of one or more of these risks could have a significantly negative effect on the Company, its strategy, business, net assets, outlook, financial position, results or share price.

B. INFORMATION ON THE OPERATION

Background and reasons for offering

The purpose of the capital increase is to finance the expansion of Touax and in particular its acquisition of new equipment to lease (shipping containers, modular buildings, barges and railcars). The Group can thus improve its return on equity. For this purpose, the Touax Group decided to invest significantly on its own behalf as from 2005. These investments, selected by a high-quality management team, have generated considerable growth in EPS (€1.12 in 2004, €1.40 in 2005, €1.86 in 2006 and €1.33 already for 2007). The carrying out of these investments in markets characterized by very strong structural growth is described in the section 3.4 "Reason for offer and use of proceeds" in the Prospectus.

Investments shall be selected based on the durability and the profitability of the assets

Modular buildings offer extremely strong profitability, while barges and railcars are very durable property assets with useful lives of more than 30 years. The management of shipping containers and railcars on behalf of third parties generates immediate cash flows.

The Group's strategy is to weight its investments between very profitable and very durable property equipment, while benefiting from opportunities to manage assets on behalf of third parties in order to generate cash flow. Thus the growth in return on equity is both immediate and sustainable.

a) Characteristics of capital increase with maintenance of Rights

Number of new shares

779,569 new shares with a par value of eight euros and the possibility of increasing this to a maximum of 811,905 shares if all of the redeemable share subscription warrants (bons de souscription d'action remboursables, hereinafter "BSAR") issued on March 8, 2007 and share subscription options (corresponding to the 2000 and 2002 plans (hereinafter the "Options")) that are exercisable are exercised before February 25, 2008.

Unit subscription price

The unit subscription price shall be €29.90 (a 9.94% discount against the February 11, 2008 price of €33.20).

Dividend entitlement date

January 1, 2008.

Rights

Preference for the subscription shall be reserved for the registered owners of the shares at the end of the accounting day on February 15, 2008, as well as owners of the shares resulting from the exercise, prior to February 25, 2008, of the BSAR and the Options that are exercisable, or the assignees of their Rights, who can subscribe:

- to a minimum number of securities. one new share for every five existing ones (five Rights shall enable subscription to one new share at a unit price of €29.90); and

- to a surplus number of shares.

Fair value of the Rights and the Touax shares ex-rights.

Based on the share's closing price on February 11, 2008, i.e. €33.20:

- Rights: €0.55,

- Share ex-rights: €32.65.

Gross and net proceeds of issue

- Gross proceeds: €23,309,113.10, which amount may be increased to €24,275,959.50.

- Net proceeds: approximately €22.71 million, which amount may be increased to €23.68 million.

Subscription period

From February 18, 2008 to February 29, 2008 inclusive, with ipso jure expiry as from February 29, 2008.

Holding commitment

A 90-day commitment by the Company as from settlement-delivery subject to certain exceptions.

Underwriting

Agreed on February 12, 2008 (the "Underwriting Agreement"). Société Générale has committed itself to subscribe to the number of new shares representing the difference between the number of new shares enabling 75% of the amount of the capital increase initially intended to be fulfilled and the number of new shares subject to binding commitments. The operation may accordingly be limited to 75% of the amount initially intended.

This underwriting is not a performance guarantee within the meaning of Article L. 225-145 of the French Commercial Code (Code de Commerce). This agreement may be canceled under certain conditions mentioned in section 5.4.3. of the Prospectus.

Market where listed

Touax shares: admitted for trading in Euronext Paris Compartment B of. The new shares shall be traded on a second line until the 2007 dividend is paid. They shall then be comparable to the existing shares.

b) Issue of share subscription warrants

Issue price and number

200,000 at a €3.60 unit price, broken down as follows:

- 50,000 in favor of Fabrice Colonna Walewski;

- 50,000 in favor of Raphaël Colonna Walewski; and

- 100,000 in favor of natural persons who are key managers with leading roles within the Group and are involved in its development, management and strategy.

Share subscription warrant form

Bearer or registered.

Number and par value of new shares that can be issued on exercise of share subscription warrants

200,000.

Share subscription warrant unit exercise price

€37.55 euros per share.

Percentage of capital and voting rights

If all the share subscription warrants issued in the reserved issues authorized by the General Meeting of February 8, 2007 are exercised: capital increase for a gross amount of €7,510,000, representing 5% of the number of shares making up the capital and 4% of the voting rights at January 31, 2008.

Dividend entitlement date and form of new shares resulting from share subscription warrants

Ordinary dividend entitlement and fully comparable to existing shares; they shall thus give the right to all of any distribution adopted as from their issue date.

Listing of the share subscription warrants

They shall be tradable on Euronext Paris between March 12, 2008 and March 12, 2013.

Share subscription warrant exercise period

Between March 12, 2008 and March 12, 2013. They shall be considered expired after March 12, 2013.

However, the holders of the share subscription warrants are contractually bound to neither sell or nor exercise 85% of the share subscription warrants obtained during the first three years; they may dispose freely of the other 15% as soon as they acquire them. The result is that only 30,000 of the share subscription warrants may be transferred during the first three years.

The share subscription warrants that are not transferable or exercisable before March 12, 2011 must be recorded in registered form with CM-CIC Securities under a specific account heading for pure registered and non-transferable securities ("nominatif pur non cessible"). The result is that these share subscription warrants shall be blocked until that date and de facto may not be offered for trading.

The holders of the share subscription warrants may not participate in the aforementioned capital increase with rights maintained for the shares that would result from exercise of the share subscription warrants.

Intention of recipients

On the Prospectus approval date, the Group does not know the intentions of the recipients of the share subscription warrants.

C. EQUITY DILUTION AND DISTRIBUTION

Shareholders on February 11, 2008

Shareholders   Number of shares   % of capital   Number of voting   % of voting  
   rights  rights  
     
Alexandre Colonna Walewski  440,701  11.31  856,863  16.66  
Fabrice Colonna Walewski  414,193  10.63  824,719  16.04  
Raphael Colonna Walewski  410,446  10.53  817,431  15.90  
Salvepar  246,928  6.33  246,928  4.80  
Treasury stock  5,298  0.14   0.00  
Free float  2,380,280  61.07  2,396,401  46.60  
Total  3,897,846  100  5,136,928  100  

Share capital

€31,182,768, divided into 3,897,846 shares with a par value of €8.

Dilution

Effect of issue on share of shareholders' equity

Result of issue on the share of consolidated attributable shareholders' equity for the holder of one Touax share on June 30, 2007 and not subscribing to this issue (calculation based on consolidated attributable shareholders' equity on June 30, 2007 and the number of shares on the same date), excluding tax effects:

  Share of shareholders' equity (euros)    
 Undiluted basis  Diluted basis(1)  
Before new share issue  16.11  17.30  
After issue of 779,569 new shares  18.28  19.09  
After issue of 811,905 new shares(2)  18.36  19.15  
After exercise of 200,000 share subscription warrants (3)  17.15  18.18  
After issue of 811,905 new shares and exercise of 200,000 share subscription warrants  18.94  19.84  

(1) Assuming exercise of all BSAR and all share subscription options, exercisable or not. (2) In the event of exercise of all exercisable BSAR and Options before February 25, 2008. (3) In the event of exercise of all the 200,000 share subscription warrants authorized by the Extraordinary General Meeting of February 8, 2008 (first, second and third resolutions)

Effect of issue on shareholder position

Result of issue on share of equity held by one shareholder owning 1% of share capital in Touax on February 11, 2008 and not subscribing to this issue:

  Interest of shareholder (%)    
 Undiluted basis  Diluted basis(1)  
Before new share issue  1.00%  0.89%  
After issue of 779,569 new shares  0.83%  0.76%  
After issue of 811,905 new shares (2)  0.83%  0.75%  
After exercise of 200,000 share subscription warrants (3)  0.95%  0.85%  
After issue of 811,905 new shares and exercise of 200,000 share subscription warrants  0.80%  0.72%  

(1) Assuming exercise of all BSAR and all share subscription options, exercisable or not. (2) In the event of exercise of all exercisable BSAR and Options before February 25, 2008. (3) In the event of exercise of all the 200,000 share subscription warrants authorized by the Extraordinary General Meeting of February 8, 2008 (first, second and third resolutions).

Taking this issue into account and assuming all of the share subscription warrants and BSAR owned by Alexandre Colonna Walewski, Fabrice Colonna Walewski and Raphaël Colonna Walewski are exercised, shareholders acting in concert, these persons would own 33.08% of the fully diluted capital and 52.48% of the voting rights.

Holding commitment

A 90-day commitment by the Company as from settlement-delivery, subject to certain exceptions.

Main shareholder subscription intentions

Alexandre, Fabrice and Raphaël Colonna Walewski have all committed respectively to exercising at least 440,701, 250,000 and 250,000 Rights to obtain respective amounts of 88,140, 50,000 and 50,000 new shares. They are acting in concert and shall together own a 31.07% shareholding in the Company.

These shareholders own a number of BSAR and share subscription warrants enabling them each to subscribe to a further 31,160 shares prior to February 25, 2008.

The company Salvepar, a 6.34% shareholder in the capital, has committed to exercising all of its 246,908 Rights to obtain 49,385 new shares.

The company Halisol has irrevocably committed to subscribing to 267,000 shares freely distributed or offered to the public in the event the subscription to a minimum number of shares and, if applicable, to a surplus number of shares have not absorbed the entire capital increase. In the event of subscribing to 267,000 shares on the conclusion of the operation, Halisol would own 5.71% of the capital and 4.51% of the voting rights.

Based on the commitments described above, the capital increase would be fulfilled in the amount of 64.72%.

At the date of the Prospectus, the Company had not received formal commitments from other shareholders regarding their participation in the capital increase.

D PRACTICAL TERMS AND CONDITIONS

Indicative calendar

February 12, 2008   AMF approval of Prospectus.  
February 13, 2008  Euronext notice of capital increase.  
February 18, 2008  Beginning of subscription period - detachment and trading of Rights.  
February 25, 2008  Beginning of BSAR and Option suspension period.  
February 29, 2008  End of subscription period - end of Rights trading.  
March 10, 2008  Euronext notice on new shares - press release.  
March 12, 2008  Settlement-delivery - listing of new shares.  
 Listing of share subscription warrants  
  
March 12, 2008  BSAR and Options become exercisable again.  

Financial intermediaries

Administered registered or bearer: until February 29, 2008 inclusive, at an authorized financial intermediary.

Pure registered: until February 29, 2008 with CM-CIC Securities.

The amounts paid for the subscriptions shall be centralized by Société Générale, which shall issue a certificate of the funds' deposit acknowledging the completion of the capital increase.

Disclaimer

This press release may not be distributed directly or indirectly in the United States of America, Canada, Japan or Australia. It does not constitute an offering to sell transferable securities in the United States of America or in any other jurisdiction where the offering of transferable securities may be subject to restrictions. The shares, share subscription warrants and rights in the Company cannot be sold in the United States of America (as this term is defined by Regulation S of the 1933 U.S. Securities Act, as amended) in the absence of registration or a registration exemption under the 1933 U.S. Securities Act, as amended. Neither all or part of the offering mentioned in these documents shall be registered in the United States of America and nor shall any public offering to sell the shares, share subscription warrants or rights be conducted in the United States of America.

Issuance of this press release (this term including all forms of issuance) in the United Kingdom is subject to the restrictions provided for in Section 21 (restrictions on financial promotion) of the United Kingdom's Financial Services and Markets Act 2000 (hereinafter "FSMA"). This document is intended for and addressed solely to persons who (i) have the relevant professional experience ("investment professionals") provided for in Article 19 (5) of the FSMA (Financial Promotion Order) 2005, as amended (hereinafter the "Order"), (ii) are provided for in Article 49(2)(a) to (d) of the Order and (iii) are any other persons to whom this document may legally be provided (all these persons, with the Qualified Investors (as defined in the Prospectus Directive) are collectively called "Qualified Persons"). This document must not be used in the United Kingdom by persons other than Qualified Persons. All investments in the United Kingdom relating to this document must be offered or concluded with Qualified Persons. This document does not constitute a public offering of transferable securities in the United Kingdom, in accordance with an exemption provided for in the FSMA relating to offerings intended for a restricted category of Qualified Persons. On receiving this document, you must advise the Company that you form part of the aforesaid categories of persons.

Distribution of this release may be subject to specific legislation in certain countries. Persons in possession of this release should inform themselves of and comply with any local restrictions.