Share Issue/Capital Change • Sep 28, 2011
Share Issue/Capital Change
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Paris, September 28, 2011. The capital increase with preferential subscription rights launched by Ipsos on September 8, 2011 to fund part of the price of the acquisition from Aegis of Synovate's business was successfully completed.
Total demand for this capital increase amounted to 20,130,514 shares, i.e. a subscription rate of 184%. 10,834,248 new shares were subscribed for through the exercise of rights by irrevocable entitlement and 133,304 were allocated subject to reduction.
LT Participations, Ipsos' major shareholder, subscribed for all of its preferential subscription rights.
The final gross proceeds of the capital increase are €200,157,824 with the issuance of 10,967,552 new shares.
The settlement / delivery and listing of the new shares on Euronext Paris (Compartment A) will take place on September 30, 2011, resulting in a total share capital of 45,241,154 shares as from that date.
The new shares will be listed on Euronext Paris on the same line as Ipsos' existing shares, under ISIN code FR0000073298 and will be entitled to full dividend rights.
'Nobody's Unpredictable' is the Ipsos signature.
Our clients' clients are increasingly demanding. They change direction, change their views and preferences often and easily. We at Ipsos anticipate and meet those changes. We help our clients to understand their clients, to bring focus and clarity to even the most difficult situations. We understand the dynamics of their markets and we deliver the insight needed to give them the leading edge.
Listed on Eurolist by NYSE - Euronext Paris, Ipsos is part of the SBF 120 and the Mid-100 Index and is eligible to the Differed Settlement System.
Isin FR0000073298, Reuters ISOS.PA, Bloomberg IPS:FP www.ipsos.com
35 rue du Val de Marne 75628 Paris cedex 13, France Tel. : + 33 1 41 98 90 00 Fax : + 33 1 41 98 90 50
Contact : Laurence Stoclet, Deputy CEO, tel : +33 1 41 98 90 20 [email protected]
With respect to the United States, this press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The shares and the preferential subscription rights mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). They may not be offered or sold in the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act. Ipsos does not intend to register any portion of the proposed offering in the United States or to conduct a public offering in the United States. This notice is issued pursuant to Rule 135(c) of the Securities Act.
No communication and no information in respect of the offering by Ipsos of shares (the "Shares") may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction outside France where such steps would be required. The offering or subscription of the Shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Ipsos takes no responsibility for any violation of any such restrictions by any person.
This press release is solely an advertisement and does not constitute a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended, to the extent such Directive has been transposed in the relevant member State of the European Economic Area.
This press release does not constitute and shall not be considered as constituting a public offer, an offer to subscribe or as an intention to solicit the interest of the public for a public offering. The distribution of this press release in certain countries may constitute a breach of applicable law.
With respect to the member States of the European Economic Area which have implemented the Prospectus Directive other than France, no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any member State, other than France. As a result, the Shares may not be offered or will not be offered in any member State other than France, except, pursuant to the exemptions described in article 3(2) of the Prospectus Directive, if they have been transposed by this member State or in any other circumstances not requiring Ipsos to publish a prospectus as provided under article 3(2) of the Prospectus Directive and/or regulations applicable in this member State.
For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member State), and includes any relevant implementing measure in the relevant member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU."
With respect to the United Kingdom, this press release is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies," "unincorporated associations," etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.
The information contained in this press release does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.
This press release may not be published, forwarded or distributed in Canada, Japan or Australia.
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