Exhibit 11.A
CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK
Equity Swap Transaction
Confirmation
Dated: as of 29 November 2002
FLOSCULE B.V.
Parnassustoren
Locatellikade 1
1976 AZ Amsterdam
The Netherlands
Dear Sirs,
The purpose of this letter agreement (this "CONFIRMATION") is to confirm the
terms and conditions of the transaction entered into between us on the Trade
Date specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (the "SWAP
DEFINITIONS") and the 1996 Equity Derivatives Definitions (the "EQUITY
DEFINITIONS" and together with the Swap Definitions, the "ISDA DEFINITIONS") as
published by the International Swaps and Derivatives Associations Inc, are
incorporated into this Confirmation. For the purposes of the ISDA Definitions,
this transaction shall be deemed to constitute a Swap Transaction and a Share
Swap Transaction. In the event of any inconsistency between the Swap Definitions
and the Equity Definitions, the Equity Definitions will prevail. In the event of
any inconsistency between the ISDA Definitions and the provisions of this
Confirmation, this Confirmation will prevail.
This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement dated as of 29 November 2002, as amended and supplemented from
time to time (the "AGREEMENT") between you and us. All provisions contained in
the Agreement govern this Confirmation except as expressly modified below.
The terms of the Transaction to which this Confirmation relates are as follows:
1. TERMS AND DEFINITIONS
The following terms and expressions where used in this Confirmation have the
meanings given to them below:
GENERAL DEFINITIONS
Available Shares: on any day, the Remaining Shares less the
aggregate number of Amortisation Option
Shares which are the subject of any
Amortisation Option Notices in respect of
which the Amortisation Option Settlement
Dates have not
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occurred, but so that the number of Available
Shares shall always be a positive number or
zero;
Bank: means Credit Agricole Lazard Financial
Products Bank;
Business Day: any day (excluding Saturday) on which
commercial banks settle payments and are
ordinarily open for general business
(including dealings in foreign exchange and
foreign currency deposits) in London and
which is a TARGET Settlement Day;
Counterparty: means, subject to Clause 5(b) of the
Schedule, Floscule B.V.;
Calculation Agent: means Credit Agricole Lazard Financial
Products Bank;
Contractual Currency: means Euro;
Effective Date: means the day which falls on the first
Exchange Business Day after the Trade Date;
Fee: means EURO 650,000 (six hundred and fifty
thousand Euros);
Maturity Date: means 1 June 2005, subject to adjustment in
accordance with the Modified Following
Business Day Convention;
Payment Date: means each Amortisation Option Settlement
Date and the Termination Date;
Relevant Proportion: means, in respect of a Payment Date, a
fraction equal to:
N
--------------
Initial Shares
where:
"N" equals the number of Amortisation Option
Shares in respect of the Amortisation Option
Settlement Date which is such Payment Date;
Remaining Shares: means on any day, the Initial Shares less the
aggregate number of Amortisation Option
Shares in respect of which Amortisation
Option Settlement Dates have occurred on or
prior to such day;
Termination Date: means the date which is the earlier of (i)
the Maturity Date and (ii) the Amortisation
Option Settlement Date on which the number of
Remaining Shares is reduced to zero;
Trade Date: means 29 November 2002;
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PAYMENT DEFINITIONS
Final Redemption Amount: means an amount calculated in accordance with
the following formula:
Initial Amount*(1 + Initial Zero Coupon Rate
+ Margin)(Mat)
where "Mat" means (a) the number of days from
(and including) the Effective Date to (and
excluding) the Maturity Date divided by (b)
365;
Initial Amount: means an amount equal to the aggregate of (a)
the product of the Initial Share Price and
the Initial Shares and (b) the Fee;
Initial Zero Coupon Rate: means the Zero Coupon Rate with respect to
the Trade Date and quoted on the Trade Date;
Margin: 0.90 per cent. per annum;
Rate Day
Count Fraction: Actual/Actual;
Redemption Amount: means, in respect of any date (the "relevant
date"), the Final Redemption Amount, adjusted
by reference to a rate equal to the Zero
Coupon Rate plus the Margin in respect of the
period from (and excluding) the Maturity Date
to (and including) the relevant date;
Zero Coupon Rate: means with respect to any date, the zero
coupon swap rate (quoted for the avoidance of
doubt in the case of a Payment Date, on the
second Business Day prior to such date) for
the period from such date to the Maturity
Date, as notified to the Counterparty by the
Calculation Agent and determined in
accordance with the following procedures:
(i) the Calculation Agent will ask two
leading dealers of a credit standing
in the relevant market which satisfies
the applicable credit criteria of the
Calculation Agent (the "Dealers"),
selected by the Calculation Agent in
good faith for the purposes of
quotations obtained by the Calculation
Agent, to provide a quotation as
though the zero coupon swap rate were
a "Quotation Rate" (in the case of the
Initial Zero Coupon Rate) for the
period from (and including) the
Effective Date to (and excluding) the
Maturity Date and (in the case of any
other Zero Coupon Rate) for the period
from
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(and including) the relevant Payment
Date to (and excluding) the Maturity
Date;
(ii) the Dealers will be asked to assume
that the Calculation Agent is a dealer
in the relevant market of the highest
credit standing which satisfies all
the credit criteria which the Dealers
apply generally at the time in
deciding whether to offer or make an
extension of credit, and no account
will be taken of any credit support
document;
(iii) if two quotations are provided, the
Zero Coupon Rate will be the lower of
those two quotations; and
(iv) if only one or no quotations are
provided, the Zero Coupon Rate will be
determined by the Calculation Agent.
EQUITY PAYMENT DEFINITIONS
Exchange: means LE PREMIER MARCHE of the PARIS STOCK
EXCHANGE (or any successor to such Exchange);
Exchange Business Day: means any Business Day which is a scheduled
trading day on the Exchange;
Initial Shares: means 5,500,000 Shares;
Initial Share Price: means EURO 7.80;
Issuer: means Trader Classified Media N.V.;
Market Disruption Event: means the occurrence or existence on any day
on which Shares are to be valued hereunder of
any suspension or limitation imposed on
trading in the Shares on the Exchange if, in
the determination of the Calculation Agent,
such suspension or limitation is material and
for this purpose:
(a) a limitation on the hours and number
of days trading will not constitute a
Market Disruption Event if it results
from an announced change in the
regular business hours of the
Exchange, and
(b) for the avoidance of doubt, a
limitation on trading imposed during
the course of the day by reason of
movements in price otherwise exceeding
levels permitted by the Exchange will
constitute a Market Disruption Event;
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Market Disrupted Day: means a day on which there is a Market
Disruption Event;
Shares: means the class A common shares in the
capital of the Issuer with a nominal value of
EURO 0.16 per share and the expression
"Share" means any one of such shares;
DIVIDEND DEFINITIONS
Cash Distribution: means in relation to a Share, any cash
dividend, interest or other cash amount paid
by the Issuer on or in respect of such Share;
Distribution Amount: means in relation to a Cash Distribution, an
amount equal to the cash amount which would
be received by the Bank (net of any taxes
required to be deducted by the Issuer or any
taxes otherwise levied or imposed by taxing
authorities in the Netherlands in respect of
such Cash Distribution) were it a holder of a
Share on the record date relating to such
Cash Distribution, multiplied by the number
of Available Shares on the record date for
such Cash Distribution;
Distribution
Settlement Date: means in relation to a Cash Distribution, the
second Business Day after the Business Day on
which the relevant Distribution Amount would
be received by the Bank were it a holder of a
Share;
Non-Cash Distribution: means in relation to a Share, any shares,
securities, rights or other property of
whatsoever nature (other than any Cash
Distribution) distributed by the Issuer on or
in respect of such Share;
AMORTISATION OPTION DEFINITIONS
Acceptable Third Party: means an entity, corporation or other similar
organisation nominated by the Counterparty
and acceptable to the Bank, acting
reasonably, under the regulatory regime
applicable to the Bank from time to time
following the satisfactory completion, in the
reasonable opinion of the Bank, and the
signing and return to the Bank by such
entity, corporation or other similar
organisation, of a customer classification
notice (being a notice identifying such third
party as either an Intermediate Customer or
Market Counterparty for the purposes of the
FSA Conduct of Business Rules) on an Exchange
Business Day falling on or prior to such day
on which the Counterparty gives
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notice to the Bank pursuant to Clause 3(a) of
this Confirmation;
Amortisation Option Date: has the meaning given in Clause 3(b);
Amortisation Option Notice: has the meaning given in Clause 3(a);
Amortisation Option
Settlement Date: means:
(a) where Counterparty is specified or
deemed to be specified in the
Amortisation Option Notice as the
Purchaser, the fifth Exchange Business
Day following the Amortisation Option
Date; and
(b) where Acceptable Third Party is
specified in the Amortisation Option
Notice as the Purchaser, the fifth
Exchange Business Day following the
Amortisation Option Date PROVIDED THAT
if the payment and delivery referred
to in Clause 2(c)(ii) are not in fact
made on the fifth Exchange Business
Day following the Amortisation Option
Date, the Amortisation Option
Settlement Date shall be the date on
which the payment and delivery
referred to in Clause 2(c)(ii) are in
fact made AND PROVIDED FURTHER THAT if
the relevant Amortisation Option
Settlement Date has not occurred
within ten (10) Exchange Business Days
of the relevant Amortisation Option
Date, the relevant Amortisation Option
Notice shall be deemed never to have
been served (without prejudice to any
rights which either party may have
against the Acceptable Third Party in
connection with the non-occurrence of
such Amortisation Option Settlement
Date);
Amortisation Option Shares: means the number of Shares specified in the
Amortisation Option Notice;
Amortisation Option Share Price: means, in respect of any Amortisation Option
Shares, the Relevant Price on the relevant
Amortisation Option Date;
Amortisation Option Value: means an amount equal to the product of:
(a) the number of Amortisation Option
Shares, and
(b) the Amortisation Option Share Price;
Fixing Time: means 8.30 a.m. (London time);
Purchaser: means the Counterparty or an Acceptable Third
Party, as specified in the Amortisation
Option Notice;
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Relevant Price: means, in respect of an Amortisation Option
Date, the price per Share agreed between the
Counterparty, the Bank (provided that the
Bank will consent if the agreed price will
not result in breach or default by the Bank
under any law or regulation to which it is
subject) and (if applicable) the Acceptable
Third Party;
MERGER, DELISTING AND POTENTIAL ADJUSTMENT DEFINITIONS
Merger Event: any consolidation, amalgamation or merger of
the Issuer with or into another entity;
Delisting Event: means any of the following:
(a) all or a substantial part of the
Shares or all the assets or
substantially all the assets of the
Issuer are nationalised, expropriated
or are otherwise required to be
transferred to any governmental
agency, authority or entity, or
(b) by reason of the voluntary or
involuntary liquidation, bankruptcy or
insolvency of, or any analogous
proceeding affecting the Issuer, or by
reason of any legal or regulatory
restriction, a majority of the holders
of the Shares becomes legally
prohibited or restricted in
transferring them or receiving value
for them, in each case, other than in
the circumstances of a solvent
reconstruction, or
(c) the majority of the Shares are
suspended from quotation on the
Exchange for a continuous period of
more than 5 Exchange Business Days, or
(d) the majority of the Shares are
delisted from the Exchange or an
announcement is made by the Issuer,
the Exchange or any other regulatory
or governmental agency, authority or
entity that such delisting is to take
place in circumstances where no other
listing on a European stock exchange
takes place at or prior to the time of
such delisting;
Potential Adjustment Event: means any of the following:
(a) a subdivision, consolidation or
reclassification of Shares;
(b) a reconstruction of the Issuer;
(c) a distribution of assets of the
Issuer;
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(d) a reduction of share capital of the
Issuer;
(e) any Non-Cash Distribution; or
(f) any other event that may, in the
opinion of the Calculation Agent, have
a diluting or concentrative effect on
the theoretical value of the Shares.
2. PAYMENTS
(a) PAYMENTS TO BE MADE ON PAYMENT DATES
On each Payment Date, the Counterparty shall pay to the Bank the Relevant
Proportion of the Redemption Amount calculated in respect of such Payment
Date.
(b) PAYMENTS RELATING TO DISTRIBUTION AMOUNTS
On each Distribution Settlement Date, the Bank shall pay to the
Counterparty the relevant Distribution Amount.
(c) PAYMENTS AND DELIVERIES RELATING TO THE AMORTISATION OPTION
(i) Where the Purchaser is the Counterparty the Bank shall deliver, or
procure the delivery of, the Amortisation Option Shares on the
Amortisation Option Settlement Date to the Counterparty.
(ii) Where the Purchaser is an Acceptable Third Party, the Bank shall
deliver, or procure the delivery of, the Amortisation Option Shares
on the Amortisation Option Settlement Date to the Acceptable Third
Party, against payment by the Acceptable Third Party to the Bank of
the Amortisation Option Value. For the avoidance of doubt, such
delivery and payment shall be on a delivery versus payment basis.
(iii) Where the Purchaser is an Acceptable Third Party, the Bank shall
pay the Amortisation Option Value to the Counterparty on the
relevant Amortisation Option Settlement Date.
(d) PAYMENTS
For the avoidance of doubt, the parties expressly confirm that all payments due
between the parties on the same day (and which are set out separately above
solely for ease of reference and calculation) shall be netted against each
other, in accordance with Section 2(c) (payment netting) of the Agreement. The
Calculation Agent shall calculate the amounts payable by each party to the other
under this Clause 2 in accordance with this Agreement and by reference to the
worked example annexed hereto and the net amount owing by one party to the other
on any day on which a payment is due. Subject to Clause 5, the Calculation
Agent's determination of the amounts payable by each party to the other under
this Clause 2 and such net amount shall, in the absence of manifest error, be
conclusive.
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3. AMORTISATION OPTION
(a) The Counterparty may serve by fax on the Bank one or more notices (each,
an "AMORTISATION OPTION NOTICE") on any Exchange Business Day in respect
of all or any of the Available Shares (subject as set out below)
immediately prior to the time when such Amortisation Option Notice is
served (or deemed to have been served pursuant to Clause 3(b) below).
(b) Any Amortisation Option Notice must be served at or prior to the Fixing
Time for it to be effective on that Exchange Business Day. Any
Amortisation Option Notice served after such time will be deemed to take
effect on the following Exchange Business Day. The day on which the
Amortisation Option Notice takes effect shall be the "AMORTISATION OPTION
DATE". Once served or deemed to have been served, an Amortisation Option
Notice shall be irrevocable.
(c) An Amortisation Option Notice shall specify the identity of the Purchaser
and shall specify the number of Shares to which it relates, which shall be
subject to a maximum amount equal to the lower of (v) the number of
Available Shares on the Amortisation Option Date and (w) a number of
Shares equal to the highest number of shares which does not trigger any
notification obligations pursuant to the Dutch Disclosure of Major
Holdings in Listed Companies Act 1996 (as amended) (both as regards
capital interest and voting interest), and subject to a minimum amount
equal to the lower of (x) 100,000 Shares and (y) the number of Available
Shares on the Amortisation Option Date. The number of Shares so specified
shall be the "AMORTISATION OPTION SHARES" in respect of that Amortisation
Option Notice. With effect from the Amortisation Option Settlement Date,
the number of Remaining Shares to which this Transaction relates shall be
reduced by the number of Amortisation Option Shares relating to that
Amortisation Option Settlement Date.
(d) If by close of business on the sixth Exchange Business Day prior to the
Maturity Date, the Available Shares have not been reduced to zero, an
Amortisation Option Notice will be deemed to be served on the Bank by the
Counterparty at the Fixing Time on the fifth Exchange Business Day prior
to the Maturity Date specifying as the Amortisation Option Shares a number
of Shares equal to the Available Shares on such Exchange Business Day and
specifying the Counterparty as Purchaser.
4. DELISTING, MERGER AND POTENTIAL ADJUSTMENT EVENTS
(a) Following the notification by either party to the other of any Delisting
Event or Merger Event, each of the Bank and the Counterparty will use its
respective reasonable endeavours to agree in good faith upon another
exchange or other quotation system in respect of the Shares or to agree
such other amendments to this Confirmation as may be necessary or
desirable. If the Bank and the Counterparty fail to reach agreement within
5 Business Days from the date of any such notification, the Calculation
Agent, acting in good faith, shall have the right (but not the obligation)
to determine another exchange or other quotation system (if applicable) or
to determine and make such amendments to this Confirmation as may be
necessary, in each case subject to the provisions of Clause 5. If the
Calculation Agent determines, acting reasonably and in good faith, that no
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such replacement or amendments are possible so as adequately to restore
the Transaction to its economic value to both parties immediately prior to
such event, the Calculation Agent may terminate the Transaction. Such
termination may be effected by the Calculation Agent, by giving not less
than two nor more than 20 (twenty) Business Days' notice to the Bank and
the Counterparty and designating a day not earlier than the day such
notice is effective as an Early Termination Date in respect of any or all
outstanding Transactions. Any such termination will take effect as if the
Delisting Event or Merger Event were an Additional Termination Event with
both parties as Affected Parties for the purposes of Section 6(e)(ii) of
the Agreement.
(b) Following the declaration by the Issuer of the terms of, or the occurrence
of, any Potential Adjustment Event, the Calculation Agent, acting in good
faith and subject to the provisions of Clause 5, shall determine (i)
whether such Potential Adjustment Event will have a diluting or
concentrative effect on the value of the Shares; and (ii) any
adjustment(s) to be made to the terms of this Transaction to account for
the effect of such Potential Adjustment Event and so that the value of the
Transaction for both parties shall as nearly as possible remain unchanged.
(c) Any adjustments determined pursuant to paragraph (b) above shall be made
to the terms of this Transaction with effect from the date on which it is
determined by the Calculation Agent that such adjustments should take
effect.
5. CALCULATION AGENT
The Calculation Agent shall make calculations, adjustments and determinations
and carry out its other functions as provided in this Confirmation and the
Agreement acting reasonably and in good faith, and shall promptly give written
notice to the parties of such calculations, adjustments and determinations
within the time required under this Confirmation. In the event of a dispute as
to any calculation, adjustment, determination or other action of the Calculation
Agent made under this Confirmation that has not been resolved by agreement
between the parties and the Calculation Agent within a period of 10 (ten)
Business Days, then payment shall be made in accordance with the decision of the
Calculation Agent for the purposes of making payments within the time to be made
under this Confirmation and the Agreement, but without admission of liability
and without prejudice to the rights of the parties to continue to seek to
resolve such dispute in such manner as it may think fit, including by reference
to an independent third party or the English Courts.
6. PAYMENT CURRENCY AND VAT
(a) All values and payments under this Transaction shall be determined in the
Contractual Currency. The Calculation Agent shall calculate, and the
relevant party shall pay, the net payment owed by one party to the other,
as described in Clause 2(d) above, in the Contractual Currency.
(b) All payments between the parties. are expressed to be net of any
applicable value-added, sales or goods and services tax (together, "VAT"),
which shall in all cases be in addition. In the event of any imposition of
VAT, each party undertakes to each other to
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use its best endeavours to mitigate the impact of any such imposition. In
the event however that one party is obliged to impose VAT on a payment due
to the other party, and no such mitigation is possible, the party obliged
to impose such VAT shall gross-up so that the net amount received by the
other party shall be the same as if no VAT had been imposed.
7. DISCLOSURE, STOCK EXCHANGE AND XXXXXXX XXXXXXX REQUIREMENTS
(a) The Bank and the Counterparty, each having taken its own advice in this
regard, undertake to each other that they have each complied with, and
will continue at all times to comply with all disclosure, registration and
other obligations imposed by law or regulation on them respectively in all
relevant jurisdictions and by all relevant stock exchanges in respect of
any interest they may have in the Shares.
(b) The Bank and the Counterparty mutually agree that they are entering into
this Transaction as independent, at-arm's-length counterparties and
undertake to each other neither to consult nor inform the other in
relation to any matter affecting the Issuer, other than as specifically
set out in this Confirmation (for example notifications by the Calculation
Agent relating to Potential Adjustment Events) and for the purpose only of
calculating payments due pursuant to this Confirmation. They further
mutually recognise and agree that neither party has the right to direct or
influence (formally or informally) the exercise of any voting or other
rights attaching to any Shares which may from time to time be owned by the
other party, and that neither party shall exercise any such rights in
accordance with the directions, instructions or wishes of the other party.
The Bank and the Counterparty confirm that there are no arrangements or
understandings between the Bank and the Counterparty, whether written or
oral and whether legally enforceable or not, which are inconsistent with,
or which override, the terms of this Clause.
(c) The Bank and the Counterparty further undertake to each other that they
shall not in any way communicate to each other any information which may
be classified as inside information (as such term is defined in section 56
of the United Kingdom Criminal Justice Act 1993 (as amended)) or its
equivalent under any relevant jurisdiction ("Information") and shall not
itself act on the basis of any such Information in relation to any
notification to be given or other act to be performed under this
Confirmation.
(d) The Bank and the Counterparty further undertake to each other that they
shall not do any act or engage in any conduct which would, were such act
or conduct be done or carried out in the United Kingdom, be in breach of
section 397 (misleading statements and practices) of the United Kingdom
Financial Services and Markets Act 2000.
8. BANK'S AND COUNTERPARTY'S OBLIGATIONS
Nothing in this Confirmation shall oblige the Bank or the Counterparty to take
any action which is in contravention of applicable laws.
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9. ACCOUNT DETAILS
The account for payments to the Bank shall be:
Lloyds Bank Plc, London (XXXXXX0X or Monument International Office Sort
Code 30-96-34)
Favour: Credit Agricole S.A. London Branch (AGRIGB2L) - A/C No. 01012852
Beneficiary: CAL FP Bank
The account for payments to the Counterparty shall be:
XX Xxxxxx Xxxxx Bank, Frankfurt (XXXXXXXX) A/c No. 6231400604
For the accounts of XX Xxxxxx Xxxxx Bank, London (CHASGB2L)
Favour account: 00000000 XX Xxxxxx International Bank Limited, Brussels
(JPMGBEBB)
Reference: 8030450, Floscule B.V.
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ANNEX
WORKED EXAMPLE
1. IN THE EQUITY SWAP AGREEMENT AND SHARE PURCHASE AGREEMENTS
"INITIAL SHARE PRICE": EURO 7.80
2. IN THE EQUITY SWAP
"EFFECTIVE DATE" 2nd December 2002
"MATURITY DATE" 1st June 2005
"INITIAL SHARES" 5,500,000 Shares;
"FEE" EURO 650,000
"INITIAL AMOUNT" EURO 43,550,000
means an amount equal to the aggregate of (a)
the product of the Initial Share Price and the
Initial Shares and (b) the Fee;
"FINAL REDEMPTION AMOUNT" EURO 48,446,057
means an amount calculated in accordance with the
following formula:
Initial Amount*(1 + Initial Zero Coupon Rate +
Margin)(^Mat)
Margin 0.90%
Mat number of days in the period from (and
including) the Effective Date to (and
excluding) the Maturity Date, divided
by 365
912 / 365 =
2.498630137
Initial Zero Coupon Rate 3.4562%
"REDEMPTION AMOUNT" means, in respect of any date (the "relevant
date"), the Final Redemption Amount, discounted at
a rate equal to the Zero Coupon Amount plus the
Margin from the Maturity Date to the relevant date
Amortisation option is served for 50% of the Initial Shares Price (Relevant
Proportion = 50%) on the 1st June 2003.
The Counterparty shall pay the Relevant Proportion X Redemption Amount, which
implicitly is equal to
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(FINAL REDEMPTION)
Relevant Proportion x ------------------------------------
(1 + ZeroCouponRate + Margin)(Mat 2)
Mat 2 = number of days between the 1st June 2003 and the Maturity = (731/365) =
2.00
EXAMPLE 1:
If Zero Coupon Rate: 2.5%
Redemption Amount: EURO 45,308,280
Payment: 50% X EURO 45,308,280 = EURO 22,654,140
EXAMPLE 2:
If Zero Coupon Rate 3.4562%, unchanged
Then, Redemption Amount EURO 44,480,656
Which is equivalent to the (Initial Notional)*(1+Initial Zero Coupon Rate
+0.90%)^0.495890411 (0.495890411 being the (Number of days between the 1st
June 2003 and 2nd December 2002)/365
Then Payment: 50% X EURO 44,480,656 = EURO 22,240,328
EXAMPLE 3:
If Zero Coupon Rate: 5%
Then, Redemption Amount EURO 43,191,502
Payment: 50% X EURO 43,191,502 = EURO 21,595,751
3. IN THE PUT AGREEMENT:
"OPTION PRICE" EURO 4.4041870
(NOTIONAL + FEES)*(1 + INTEREST + MARGIN)(^Mat)
-----------------------------------------------
(Initial Option Shares)
Notional EURO 42,900,000
the product of (i) Initial Shares and (ii) the
Initial Share Price specified in the Equity Swap
Confirmation
Fees EURO 650,000
Interest 3.4562%
a rate equal to the Initial Zero Coupon Rate
determined in accordance with the Equity Swap
Confirmation
Margin 0.90%
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Mat 912/365 = 2.498630137
number of days in the period from (and including)
the Effective Date to (and excluding) the Maturity
Date, divided by 365
Initial Option Shares 11,000,000 = twice the number of Initial Shares as
defined in the Equity Swap Confirmation
Rem: Option Price X Initial Option Shares (under the Put Agt) = Final Redemption
(under the Equity Swap) = EURO 48,446,057
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
Yours sincerely,
CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxx
----------------------------- -----------------------------
By: By:
Name: Name:
Title: Managing Director Title: Company Secretary
Confirmed as of the date first above written:
FLOSCULE B.V.
/s/ Xxxxxxxxx Xxxxxxxxx
-----------------------------
By:
Name:
Title: Managing Director
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