Astarta Holding N.V

Astarta Holding N.V. (a public limited liability company incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam, and address at Koningslaan 17, 1075 AA Amsterdam) Offering of ordinary shares with a nominal value of € 0.01 per share Based on this document (the "Prospectus"), up to 7,600,000 ordinary shares (the "Offer Shares") in Astarta Holding N.V. (the "Issuer"), a public company with limited liability (naamloze vennootschap ) organised under the laws of The Netherlands, are offered, including up to 6,700,000 newly issued ordinary shares (the "New Shares") offered for subscription by the Issuer and up to 900,000 existing ordinary shares (the "Sale Shares") offered for sale by Albacon Ventures Limited, a company organised under the laws of Cyprus, with its address at 1, Lampousas Street, 1095 Nicosia, Cyprus, and by Aluxes Holding Limited, a company organised under the laws of Cyprus, with its address at Neocleous House, 199 Arch. Makariou III Ave., 3030 Limassol, Cyprus (the "Selling Shareholders"). The Selling Shareholders are the current holders in total of 100% of shares in the Issuer. The Offer Shares offered in this offering ("the Offering") constitute a minority interest in the Issuer. The Offering consists of a public offering in Poland and an international offering by way of a private placement to certain institutional investors outside of Poland. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or any jurisdiction in the United States and subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S Astarta Holding N.V. under the US Securities Act ("Regulation S")) except in certain transactions exempt from the registration requirements of the US Securities Act. See: "Selling Restrictions ". The Offer Shares are being offered, as specified in this Prospectus, subject to cancellation or modification of such Offering and subject to certain other conditions. The Prospectus constitutes a prospectus in the form of a single document within the meaning of Article 3 of the Directive 2003/71/EC of the European Parliament and of the Council of the European Union (the "Prospectus Directive") and has been prepared in accordance with Article 3 of the Dutch Securities Act 1995 (Wet toezicht effectenverkeer 1995 , the "Dutch Securities Act"). This Prospectus has been filed with, and was approved on 21 July 2006 by the Netherlands Authority for the Financial Markets (the "AFM"), which is the Dutch competent authority for the purpose of relevant implementing measures of the Prospectus Directive in The Netherlands. The Issuer will be authorised to carry out the Offering to the public in Poland once the Polish Securities and Exchange Commission (the "PSEC"), which is the Polish competent authority, has informed the Issuer that the AFM provided the PSEC with a certificate of approval of this Prospectus, which is equivalent with authorising the Offering to the public in Poland. See: "Risk Factors " for a description of factors to be taken into account when considering whether to invest in the Offer Shares. Prior to the Offering there was no public market for the shares of the Issuer. Application will be made based on this Prospectus to admit and list all of the Issuer's shares ("Shares"), including the Offer Shares, to trading on the Warsaw Stock Exchange (the "WSE") (the "Admission"). The date on which trading of the Offer Shares on the WSE will commence is expected to be on or about 11 August 2006 (the "Listing Date"). Payment for and delivery of the Offer Shares is expected to be made on or about 7 August 2006 (the "Settlement Date"). Prospective investors may subscribe for the Offer Shares during a period which is expected to commence on or about 26 July 2006 and is expected to end on or about 2 August 2006 (the "Subscription Period"). The Offer price per Offer Share (the "Offer Price") will not exceed PLN 27.20. The Offer Price and the final number of the Offer Shares will be determined jointly by the Issuer and the Selling Shareholders upon recommendation of the Managers after termination of the Subscription Period on or about 2 August 2006 based on interest from investors and will be announced in a press release and in the same manner as this Prospectus and by way of the Current Report. If the Offering is cancelled or postponed prior to the Settlement Date, all subscriptions for the Offer Shares will be disregarded, any allotments made will be deemed not have been made and any subscription payments made will be returned without interest or other compensation. All dealings in the Offer Shares prior to settlement and delivery are at the sole risk of the parties concerned. Offer Price: To be determined ING Securities S.A. will act as a listing agent (the "Listing Agent") for the listing of the Shares on the WSE. ING Bank N.V., London Branch is the Global Coordinator and Bookrunner of the Offering. The Issuer will receive the net proceeds from the sale of the New Shares. The Selling Shareholders will receive the net proceeds from the sale of the Sale Shares. ING Bank N.V. ING Securities S.A. Astarta Holding N.V. IMPORTANT INFORMATION Capitalised terms used in this Prospectus have the meaning ascribed to such terms in Annex I "Definitions". Prospective investors are expressly advised that an investment in the Offer Shares entails financial risk and that they should therefore read this Prospectus entirely and, in particular "Risk Factors", when considering an investment in the Offer Shares. The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. No person is or has been authorised to give any information or to make any representation in connection with the Offering, other than as contained in this Prospectus, and, if given, or made, any other information or representation must not be relied upon as having been authorised by us, or by the Managers. Responsibility The Issuer accepts responsibility for the information contained in this Prospectus. To the best of our knowledge and belief, having all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. The delivery of this Prospectus at any time after the date hereof will not, under any circumstances, create any implication that there has been no change in our affairs since the date hereof. Neither the Managers nor the legal advisors to the Company accept responsibility whatsoever for the contents of this Prospectus, or for its transaction, or for any other statement made or purported to be made by any of them or on their behalf in connection with us. The Managers and the legal advisors to the Company accordingly disclaim all and any liability whether arising in tort or contract which they might otherwise have in respect of this Prospectus or any such statement. Notice to Prospective Investors The distribution of this Prospectus and the Offering of the Offer Shares in certain jurisdictions may be restricted by law. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the Offer Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions, including those set out under "Selling Restrictions". Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. As condition to a purchase of any Offer Shares in the Offering, each purchaser will be deemed to have made, or in some cases be required to make, certain representations and warranties, which will be relied upon by us, the Managers and others. We reserve the right, in our sole and absolute discretion, to reject any purchase of Offer Shares that we, the Managers or any agents believe may give rise to a breach or a violation of any law, rule or regulation. See: "Selling Restrictions". The Offer Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any of the foregoing passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. Presentation of Financial and Other Information In this Prospectus, "Astarta", the "Issuer", the "Company", the "Group", "we", "us" and similar terms refer to Astarta Holding N.V. and its subsidiaries, unless the context requires otherwise. Our pro-forma consolidated financial information in the Prospectus has been prepared in accordance with International Financial Reporting Standards ("IFRS"). See: "Key Accounting Policies and Presentation of Financial Information". In making an investment decision, prospective investors must rely upon their own examination of us, the terms of the Offering and the financial information provided herein. Certain figures contained in this Prospectus, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances the sum of the numbers in a column or a row in tables contained in this Prospectus may not conform exactly to the total figure given for that column or row.

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