f successful, and assuming the midpoint of the offer price range, the offering is expected to raise approximately us$ 77.7 million in net proceeds, and approximately us$ 89.7 million in net proceeds if the over-allotment option is exercised in full.
The Offering consists of a public offering in the Netherlands and a private placement to institutional or qualifying investors in certain jurisdictions outside the Netherlands, including within the United States to "qualified institutional buyers" of Rule 144A under the US Securities Act of 1933, as amended in reliance on Rule 144A or to "accredited investors" in reliance on Rule 506 of Regulation D or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and outside the United States to persons who are not US Persons as such term is defined under Regulation S under the US Securities Act in reliance on Regulation S.
Application will be made for all of the Offer Shares to be admitted to listing and trading on Euronext Amsterdam. It is expected that Admission will become effective on Euronext Amsterdam at 09.00 hours Amsterdam time on or about 23 October 2009. Delivery of the Offer Shares (other than the over-allotment shares) will take place on the Trading and Settlement Date in book-entry form through the facilities of Euroclear Bank S.A./N.V. as operator of the Euroclear System, against payment therefore in immediately available funds.
The subscription period for prospective investors is expected to begin on 30 September 2009 and end on 14 October 2009 at 17.00 hours Amsterdam time, subject to acceleration or extension of the timetable for the Offering.
If closing of the Offering does not take place on the Trading and Settlement Date or at all, the Offering will be withdrawn, all subscriptions for the Offer Shares will be disregarded, any allotments made will be deemed not to have been made, any subscription payments made will be returned without interest or other compensation.
Withdrawal of the Offering can only take place prior to the Trading and Settlement Date. All dealings in the Offer Shares prior to settlement and delivery are at the sole risk of the parties concerned.
In connection with the Offering, Friedman, Billings, Ramsey International, Limited, acting as the stabilization agent on behalf of itself, may overallot or effect transactions that stabilize or maintain the market price of the Offer Shares at levels above those which might otherwise prevail in the open market. Such transactions, if commenced, may be effected on Euronext Amsterdam, in the over-the-counter-market or otherwise. There is no obligation that such stabilization will be undertaken and, if it is, it may be discontinued at any time without prior notice.
If at all, stabilization and the exercise of the over-allotment option will occur during a stabilization period in accordance with article 8 and 11 respectively of Regulation EC 2273/2003. The Stabilization Period shall commence on either the Trading and Settlement Date or the Pricing Date, which will be disclosed prior to the Pricing Date by way of press release, and will in any event end no later than 30 calendar days after its commencement.