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Innoconcepts N.V

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Innoconcepts N.V INNOCONCEPTS N.V. (a public limited liability company incorporated in the Netherlands with its statutory seat in Rotterdam, the Netherlands) 2 for 1 rights offering of 52,263,352 new ordinary shares to existing holders of ordinary shares at an issue price of € 0.52 per ordinary share and up to 7,692,307 additional shares InnoConcepts N.V. (“InnoConcepts” or the “Company”) is offering 52,263,352 new ordinary shares with a nominal value of € 0.01 each (the “Offer Shares”), initially by granting the existing holders of ordinary shares in the capital of InnoConcepts with a nominal value of € 0.01 each (the “Ordinary Shares”) as at the Record Date (as defined below and in the section “Definitions”) the right to subscribe for the Offer Shares pro rata to their holdings in the Ordinary Shares, at an issue price of € 0.52 per Offer Share (the “Issue Price”), subject to applicable securities laws and on the terms set out in this Prospectus (the “Rights Offering”). These transferable subscription rights (the “Rights”) will entitle the holders thereof to subscribe for the Offer Shares at the Issue Price, provided that the holder is an Eligible Person (as defined in section “Definitions”). As described below, subject to certain conditions, the Rights Offering may be followed by a private placement (the “Private Placement”) of Ordinary Shares with an aggregate value of up to € 4.00 million by the Company to its CEO, Mr N. Mehra. The gross proceeds of the Offering (as defined below and in the section “Definitions”) are expected to be approximately €27.2 million. The expenses of the Offering, including management and underwriting fees, are estimated to be approximately € 2.0 million. The first € 15.0 million net proceeds of the Offering will be used to implement the Company’s new strategy, to improve working capital, to strengthen the balance sheet and to finance ongoing developments and operations of group companies. The net proceeds in the amount of up to € 10.0 million above the first € 15.0 million will be allocated to repay part of an uncommitted overdraft facility in the amount of € 10.0 million (the “Bridge Loan”). Any remaining proceeds of the Offering will be used to reduce the net debt level of the Company. In the event that the Private Placement will take place, the net proceeds thereof will be used for general corporate purposes, including for working capital. Subject to applicable securities laws, the existing Shareholders (as defined below and in the section “Definitions”) are being granted Rights at the Record Date to subscribe for Offer Shares at the Issue Price. Each Shareholder (as defined in section “Definitions”) holding Ordinary Shares immediately following the close of trading in the Ordinary Shares on Euronext Amsterdam by NYSE Euronext (“Euronext Amsterdam”) at 17:40 hours, Central European Time (“CET”), on 10 December 2009 (the “Record Date”), will be entitled to one Right for each Ordinary Share held. Any person who is not an Ineligible Person, as defined below (“Eligible Person”) will be entitled to subscribe for 2 Offer Shares for every 1 Right held. Rights can only be exercised in multiples of 1. No fractional Ordinary Shares will be issued. Accordingly, Eligible Persons will have the right to subscribe for 2 Offer Shares for every 1 Ordinary Share held on the Record Date. Eligible Persons may, subject to applicable securities laws, subscribe for Offer Shares through the exercise of Rights from 9:00 hours CET on 8 December 2009 until 15:00 hours CET on 17 December (the “Subscription Period”). If you have not validly exercised your Rights before the end of the Subscription Period, you will no longer be able to exercise your Rights. Once you have validly exercised your Rights, you cannot revoke or modify that exercise unless InnoConcepts amends a material term of the Offering or amends this Prospectus in any material respect (see section “The Offering – Subscription Period”). The Committed Subscribers (as defined in the section “Definitions”) and Mr N. Mehra have committed to participate in the Rights Offering through the exercise of all Rights which will be granted to them for up to an amount of approximately € 6.24 million, which represents approximately 23% of the Offer Shares to be issued pursuant to the Rights Offering. Mr N. Mehra agreed to provide this commitment subject to certain conditions of the CEO Commitment Letter (as defined in the section “Definitions") which have all been fulfilled at the date of this Prospectus. After the end of the Subscription Period, any Offer Shares that were issuable upon the exercise of Rights, but have not been subscribed for during the Subscription Period (the “Rump Shares”) will be offered for sale by ING Bank N.V. (“ING” or the “Sole Global Coordinator” or the “Sole Bookrunner”) by way of a private placement to institutional investors in The Netherlands or certain other jurisdictions (the “Rump Offering”). The Rump Offering is expected to commence at 08:00 hours CET on 18 December 2009 and to end no later than 17:30 hours CET on 18 December 2009. The Sole Global Coordinator has agreed to use its best efforts to procure subscribers for any Rump Shares at a price per Rump Share which is at least equal to the Issue Price plus any expenses related to procuring such subscribers (including any value added tax). Any Rump Shares not sold in the Rump Offering, will be subscribed and paid for at the Issue Price by: first, pursuant to an irrevocable undertaking by the Company’s CEO, Mr N. Mehra, up to an amount of € 4.00 million, subject to certain conditions of the CEO Commitment Letter, which have all been fulfilled at the date of this Prospectus; second, ifMr N. Mehra has subscribed for Rump Shares with an aggregate Issue Price of €4.00 million and any Rump Shares will still be unsold after such subscription, pursuant to irrevocable and unconditional undertakings by certain Committed Subscribers and the New Investor (as defined in the section “Definitions”) up to a total amount of € 4.60 million; and third, if and to the extent that after the subscription for Rump Shares by Mr N. Mehra, the respective Committed Subscribers and the New Investor not all the Rump Shares have been subscribed and paid for, by the Sole Global Coordinator up to a total maximum subscription amount of approximately € 12.34 million, subject to the terms and conditions of an underwriting agreement between the Company and the Sole Global Coordinator dated 4 December 2009 (the “Underwriting Agreement”). References herein to the “Offer Shares” include the Rump Shares (except where otherwise specified). The Rights Offering and the Rump Offering together are referred to as the “Offering”. In the event that the number of Rump Shares not sold in the Rump Offering will not be sufficient to absorb the entire amount of € 4.00 million of Mr N. Mehra’s underwriting commitment, Mr N. Mehra will invest the remaining portion of the amount of € 4.00 million committed by him in a private placement of newly to be issued Ordinary Shares (the “Private Placement Shares”) at the theoretical ex-rights price (“TERP”), being € 0.95 per share. See section “Plan of Distribution”. The management board of the Company (the “Management Board”) resolved with the approval of the Supervisory Board, to issue the Offer Shares, to conditionally issue the Private Placement Shares and to exclude pre-emptive rights (wettelijke voorkeursrechten) of Shareholders in relation to the Offering and the Private Placement following authorisation by the Annual General Meeting of Shareholders held on 4 December 2009. InnoConcepts and the Sole Global Coordinator are not taking any action to permit a public offering of the Offer Shares in any jurisdiction outside The Netherlands. The Rights and Offer Shares are being offered by the Company only in those jurisdictions in which, and only to those persons to whom, granting of the Rights and offers of the Offer Shares (pursuant to the exercise of Rights or otherwise) may lawfully be made. The Rights and the Offer Shares have not been and will not be registered under the US Securities Act of 1933 as amended (the “Securities Act”) or under any securities law of any state or other jurisdiction of the United States, and may not be offered, granted, issued, sold, taken up, delivered, renounced, or transferred in or into the United States. Accordingly, the Rights are being granted and the Offer Shares are being offered by the Company only in transactions that are exempted from registration under the Securities Act pursuant to Regulation S thereunder (“Regulation S”) and in compliance with any applicable securities regulatory authority of any state or other jurisdiction of the United States. There will be no public offering of the Rights or the Offer Shares in the United States. Potential Investors in the Rights or the Offer Shares should carefully read section “Selling and Transfer Restrictions – For investors in the United States”. Investing in the Offer Shares and trading in the Rights involves certain risks. See section “Risk Factors” for a discussion of certain factors that should be considered before investing in the Offer Shares or trading in the Rights. Application will be made for the admission to trading of the Rights on Euronext Amsterdam. InnoConcepts expects trading of the Rights on Euronext Amsterdam to commence at 9:00 hours CET on 8 December 2009 and to end at 13:15 hours CET on 17 December 2009, barring unforeseen circumstances. InnoConcepts expects trading of the Offer Shares on Euronext Amsterdam to commence on 23 December 2009.
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