* A total number of 444,444,444 shares will be issued in connection with the transaction
* 293,799,474 Shares will be issued to Casino and the Banks on Tuesday, 9 July 2002
* Offering of 150,644,970 shares to start Thursday 11 July 2002; record date after close of trading on Wednesday 10 July 2002
* Amendments to articles of association will become effective on Tuesday, 9 July 2002
Issue of shares to Casino and the Banks
Laurus today announces that the first closing date for the transaction with Casino Guichard-Perrachon (â€œCasinoâ€) and ABN AMRO Bank, ING Bank and Rabobank (the â€œBanksâ€) will be Tuesday, 9 July 2002.
On that date, 222,222,222 shares will be issued to Casino and 71,577,252 shares will be issued to the Banks, both against payment of the issue price of â‚¬ 0.90 per share in cash. Casino will have a call option on the shares that will be issued to the Banks.
As of that date, the existing financing extended by the Banks will be rescheduled and new facilities will be made available for a total amount of â‚¬ 950 mln. In addition, excess liability facilities will, under certain conditions, be available for the restructuring of the operations of Laurus in Belgium and Spain for an aggregate maximum principal amount of â‚¬ 250 mln.
On 9 July 2002, Messrs. Ch. Couvreux, P. Bouchut and J-B. Hernu, as nominated by Casino, and Mr. F.A. Croon, as nominated by the central works council, will be appointed as member of LaurusÂ' supervisory board. Mr J-B. Hernu will be delegated to work closely with the CEO of Laurus. Mr. Laan will step down as member of our supervisory board as of that date. The corporate governance arrangements between Laurus, Casino and the Banks as well as the technical assistance agreement between Laurus and Casino will become effective as of 9 July 2002.
In connection with the transaction, Laurus will also issue 150,644,970 shares that will initially be offered to the existing shareholders of Laurus who may lawfully subscribe for such shares. For this purpose, Laurus will grant transferable subscription entitlements (â€œSETsâ€) to eligible shareholders pro rata to the number of Laurus shares held by them after close of trading on Euronext Amsterdam on Wednesday 10 July 2002, the record date. As of Thursday 11 July 2002, the Laurus shares will trade ex-SETs.
Each Laurus share held on the record date will entitle its eligible holder to one SET. Six SETs will entitle their eligible holder to subscribe for seven offer shares at the issue price of â‚¬ 0.90 per share. Accordingly, seven offer shares may be subscribed for every six Laurus shares held on the record date. If validly made, any subscription for offer shares through the exercise of SETs will be fully allocated. No SETs will be granted in relation to shares held by Laurus in its own capital and the shares issued to Casino and the Banks.
The offering of 150,644,970 shares has been fully underwritten by the Banks at the issue price of â‚¬ 0.90 per share. The syndicate for the offering consists of ABN AMRO Rothschild, ING Investment Banking and Rabo Securities.
The offering comprises a public offering of shares in The Netherlands only and a private offering of shares to institutional investors elsewhere, including to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the â€œSecurities Act')) in the United States in transactions exempt from the registration requirements of the Securities Act.
Use of proceeds
The proceeds of the placement of shares with Casino and the Banks as well as the offering will be used by Laurus to strengthen its shareholders equity. Laurus will use part of the proceeds to reduce its indebtedness to the Banks. Any available credit balance following completion of the transaction can be used, inter alia, to fund capital expenditures.
For further details on the transaction, the listing of 444,444,444 shares and the offering of 150,644,970 shares, please refer