Combined public offer of purchase and exchange on Neuhaus 18-11-2005
joint press release
NEUHAUS and COMPAGNIE DU BOIS SAUVAGE
(Pursuant to Article 7 of the Royal Decree of 8 November 1989)
APPLICATION TO transfer Neuhaus SECURITIES
FROM THE Euronext Brussels regulated MARKET EUROLIST
TO THE Euronext BRUSSELS free MARKET
ACCOMPANYING MEASURE VIA A COMBINED
PUBLIC OFFER OF PURCHASE AND EXCHANGE
ON NEUHAUS SECURITIES BY COMPAGNIE DU BOIS SAUVAGE
On 18 November 2005, the NEUHAUS Board of Directors discussed the appropriateness of maintaining the company's listing on the Euronext Brussels Regulated Market.
After weighing the pros and cons, it came to the view that:
- Neuhaus was the only Belgian chocolate maker listed on the regulated market since its stock market introduction in 1997 and had more onerous information obligations than its unlisted competitors.
- Considering the security's weak liquidity - on average, in 2005, 200 securities per day were processed - and the extremely small float capitalization, the listing expenses were not justified.
It was consequently decided to embark upon the process for applying for the Neuhaus securities to be transferred from the Euronext Brussels Regulated Market Eurolist to the Euronext Brussels Free Market, which is considered to be more suitable for Neuhaus's liquidity and "free float".
In the context thereof, it contacted its principal shareholder, the COMPAGNIE DU BOIS SAUVAGE, in order to consider an accompanying measure.
The Compagnie du Bois Sauvage Board of Directors has decided, in order to offer the Neuhaus shareholders liquidity for their shares on this occasion and, in agreement with the Neuhaus Company, to launch a combined public offer of purchase and exchange on the latter.
This offer should allow the shareholders of the Belgian chocolate maker who take it up, to continue to take part in that company's development while diversifying their investment.
This unconditional, optional and voluntary offer has been established as follows:
EUR 235 + 1 Compagnie du Bois Sauvage share
incorporating a sheet of "strip vvpr" coupon Nr 17 and following attached
on presentation of
10 Neuhaus shares with coupons Nr 8 and following attached
It will relate to all Neuhaus securities not held by Compagnie du Bois Sauvage and will be the subject of a "fairness opinion" by an independent expert commissioned by the Offeror.
If the proper authorities accept the transfer of the listing to the free market, any Neuhaus shareholders that do not wish to include their shares in the public offer will preserve their marketable securities on the free market.
A complete folder relating to the public offer will be deposited with the Banking, Finance and Insurance Commission and the availability of the prospectus will be announced in the press.
Neuhaus Compagnie du Bois Sauvage
Jos Linkens Vincent Doumier
General Manager Managing Director
0032 2 568.22.01 0032 2 227.54.60