ORCHESTRA PREMAMAN · Non-certified translation from French to English for information purposes only The informationcontained herein is not for release, publication or distribution

Non-certified translation from French to English for information purposes onlyThe information contained herein is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada,

Japan or the United States.

1

ORCHESTRAPREMAMAN

Public limited company with share capital of €19,203,558

Registered office: 200, avenue des Tamaris, ZAC Saint Antoine, 34130 Saint-Aunès, France

Montpellier Trade and Companies Register no. 398 471 565

SECURITIES NOTE (NOTE D'OPERATION)

Disclaimer

This securities note is an English translation of the French version of this document and is provided

solely for the convenience of English speaking readers. This translation is qualified in its entirety by

the French version, which is available on the company’s website (www.orchestra-kazibao.com). In the

event of any inconsistencies between the French version of this Registration Document and the

English translation, the French version will prevail.

This document should be read in conjunction with (i) the English translation of the French language

reference document (document de référence) of Orchestra-Prémaman which was registered with the

Autorité des marchés financiers under number R.16-063 on June 30, 2016 and which is available on

the company’s website (www.orchestra-kazibao.com) and (ii) the French language prospectus of

Orchestra-Prémaman, consisting of a securities note (note d’opération) and the registration document

( document de reference) of Orchestra-Prémaman,. The French language prospectus received visa

n° 16-435 dated 15 September 2016 from the Autorité des marchés financiers.

This document has not been and will not be submitted to the clearance procedures of the Autorité des

marchés financiers and accordingly may not be used in connection with any offer or sale of the

securities to the public in France. The only document which may be so used is the French language

prospectus which received a visa from the Autorité des marchés financiers.

This document does not contain or constitute an offer of, or the solicitation of an offer to buy [or

subscribe] for, securities to any person in Australia, Canada, Japan or the United States or in any

jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein

may not be offered or sold in the United States absent registration under the US Securities Act of

1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to,

the registration requirements of the Securities Act. Subject to certain exceptions, the securities

referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or

benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the

securities referred to herein has not been and will not be registered under the Securities Act or under

the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the

securities in the United States.

With respect to the Member States of the European Economic Area which have implemented the

Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be

undertaken to make an offer to the public of the securities requiring a publication of a prospectus in

any Relevant Member State, other than France. As a result, the new or existing shares of the

Company may not be offered or will not be offered in any Relevant Member State other than France,

except, (i) to any legal entity which is a qualified investor as defined under the Prospectus Directive;

(ii) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of

Directive 2010/73/EU, 150, natural or legal persons (other than qualified investors as defined in the



2

Prospectus Directive) as permitted under the Prospectus Directive; or in any other circumstances not

requiring the Company to publish a prospectus as provided under Article 3(2) of the Prospectus

Directive and/or regulations applicable in this Relevant Member State, provided that no such offer of

new or existing shares of the Company shall result in a requirement for the Company to publish a

prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to

Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to

the public” in relation to the new or existing shares of the Company in any Relevant Member State

means the communication in any form and by any means of sufficient information on the terms of the

offer and the new or existing shares of the Company to be offered so as to enable an investor to

decide to purchase the new or existing shares of the Company, as the same may be varied in that

Member State by any measure implementing the Prospectus Directive in that Member State.

In the United Kingdom, this document does not constitute an approved prospectus for the purpose of

and as defined in section 85 of the Financial Services and Markets Act 2000 (as amended) (the

“FSMA”), has not been prepared in accordance with the Prospectus Rules issued by the UK Financial

Conduct Authority (the “FCA”) pursuant to section 73A of the FSMA and has not been approved by or

filed with the FCA or any other authority which would be a competent authority for the purposes of the

Prospectus Directive. The new and existing shares in the Company may not be offered or sold and will

not be offered or sold to the public in the United Kingdom (within the meaning of sections 85 and 102B

of the FSMA) save in the circumstances where it is to be lawful to do so without an approved

prospectus (within the meaning of section 85 of the FSMA) being made available to the public before

the offer is made. This announcement, insofar as it constitutes an invitation or inducement to

participate in the offering, is only being distributed to and only directed at (1) persons who have

professional experience in matters related to investments falling within Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth

entities falling within Article 49(2)(a)-(d) of the Order or (2) persons to whom it may otherwise lawfully

be communicated (all such persons together being referred to as "relevant persons"). The securities

are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise

acquire such securities will be engaged in only with, relevant persons.



3

ORCHESTRAPREMAMAN

Public limited company with share capital of €19,203,558

Registered office: 200, avenue des Tamaris, ZAC Saint Antoine, 34130 Saint-Aunès, France

Montpellier Trade and Companies Register no. 398 471 565

SECURITIES NOTE

Made available to the public in conjunction with:

an offering, as part of a fixed price public offering in France and a global placement primarily

involving institutional investors in France and abroad, by means of:

(i) a primary offering for a minimum amount of approximately €30 million corresponding

to 1,916,934 new shares at the unit price of €15.65 to be issued as part of a capital

increase with cancellation of preferential subscription rights to be subscribed in cash

that may be increased to approximately €40 million, corresponding to an additional

618,211 new shares in the event of the full exercise of the Extension Clause and the

Over-allotment Option; and

(ii) a secondary offering for a minimum amount of approximately €15 million

corresponding to 958,466 existing shares sold by Yeled Invest at the unit price of

€15.65 which may be increased to approximately €30 million corresponding to an

additional 927,316 existing shares sold by Yeled Invest simultaneously to the full

exercise of the Extension Clause and the Over-allotment Option by the Company;

admission to trading of all new shares on the regulated market of Euronext in Paris (hereafter

“Euronext Paris”.

Duration of the Fixed Price Offering: from 16 September 2016 to 29 September 2016 (inclusive)

Duration of the Global Placement: from 16 September 2016 to 30 September 2016 (inclusive)

Offer Price: €15.65 per share

Visa of the French Financial Markets Authority

Pursuant to Articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code and to Articles

211-1 to 216-1 of its General Regulations, the French Financial Markets Authority affixed visa no. 16-

435 to this prospectus on 15 September 2016.

This prospectus was prepared by the issuer and its signatories are liable for its contents.

The visa, in accordance with the provisions of Article L. 621-8-1-I of the French Monetary and

Financial Code, was granted after verification by the AMF that “the document is exhaustive and

intelligible and that the information it contains is consistent”. It does not imply that the AMF has



4

approved the appropriateness of the transaction or authenticated the financial and accounting

documents presented.

The prospectus (the "Prospectus") is composed of:

the Orchestra-Prémaman Registration Document registered by the AMF on 30 June 2016

under number R. 16-063 (the "Registration Document"), and

this securities note (which contains a summary of the Prospectus).

Copies of the Prospectus may be obtained free of charge from the registered office of Orchestra-

Prémaman, 200, avenue des Tamaris, ZAC Saint Antoine, 34130 Saint-Aunès, France, on the

company website (www.orchestra-kazibao.com), on the AMF website (www.amf-france.org) and from

the financial institutions listed below:

Lead Manager and Bookrunner Advisor



5

NOTE

In this securities note, the terms "Orchestra-Prémaman" or the "Company" have the same meaning

as in the Registration Document. The term "Group" means Orchestra-Prémaman SA and its

subsidiaries.

DISCLAIMER

Forward-looking statements

The Prospectus contains information regarding objectives as well as the growth strategies of the

Company. This information is sometimes identified by the usage of the future and conditional tenses or

words of a prospective nature such as "consider", " plan", "think", "aim to", "expect to", "intend",

"should", "has the ambition to", "estimate", "believe", "wish", "may" or, where applicable, the negative

form of these same terms, or any other variants or similar terminology. The reader's attention is drawn

to the fact that these objectives and growth strategies are dependent on circumstances or events

whose occurrence or fulfilment are uncertain. These objectives and growth strategies do not constitute

historical data and should not be interpreted as guarantees that the stated events and data will occur,

that the assumptions will be verified or that the objectives will be attained. These objectives, due to

their nature, may not be achieved and the statements or information appearing in the Prospectus may

prove to be incorrect, without placing any obligation whatsoever on the Company to provide an

update, unless mandated by the applicable regulations and in particular by the General Regulations of

the French Financial Markets Authority. This information is based on data, assumptions and estimates

deemed reasonable by the Company. They may change or be modified due to uncertainties,

particularly those associated with the economic, financial, competitive and regulatory environments.

This information is mentioned in various paragraphs throughout the Prospectus and contains data on

the intentions, valuations and objectives of the Company regarding its market, strategy, growth,

results, financial position, cash position and forecasts. The forward-looking statements mentioned in

the Prospectus are solely provided as of the date of the Prospectus. The Company operates in a

competitive and ever-changing environment. Accordingly, it is unable to anticipate all risks,

uncertainties or other factors that may affect its business activity, their potential impact on said activity

or even to what extent the occurrence of a risk or a combination of risks may produce significantly

different results than those noted in any forward-looking statements, given that these forward-looking

statements do not constitute a guarantee of actual results.

Risk factors

Investors are invited to pay close attention to the risk factors described in Chapter 4 "Risk factors" of

the Registration Document and in Chapter 2 "Risk factors related to the Offering" in this securities note

prior to making any investment decision. The materialisation of all or some of these risks may have a

significant negative impact on the Company's business activity, financial position, results and outlook.

In addition, other risks that have yet to be identified or that are considered to be of no significance by

the Company, as of the visa date of the Prospectus, may also have a significant unfavourable impact.

Market informationThe Prospectus contains information on the Group's markets and its competitive positions, including

information on the size of its markets. Unless otherwise mentioned, this information is estimates made

by the Group and is provided for indicative purposes only. The Group's estimates are based on

information provided by customers, suppliers, professional organisations and other actors in the

markets in which the Group operates. Although the Group considers these estimates to be appropriate

as at the date of the Prospectus, it cannot guarantee the completeness or the accuracy of the data on

which these estimates are based, or that its competitors use the same definitions for the markets in

which they conduct their activities.



6

RoundingCertain figures (including data expressed in thousands or millions) and percentages set out in this

Prospectus have been subject to rounding. In such cases, the totals figuring in this Prospectus may

differ slightly from those that would have been obtained by the addition of the exact (unrounded)

figures.



7

Contents

1. PERSONS RESPONSIBLE .......................................................................................................... 331.1 Person responsible for the Prospectus ................................................................................. 331.2 Statement by the person responsible for the Prospectus ..................................................... 331.3 Statement by Yeled Invest, as the assigning shareholder .................................................... 341.4 Persons responsible for the financial information.................................................................. 34

2. RISK FACTORS RELATED TO THE OFFERING........................................................................ 343. KEY INFORMATION..................................................................................................................... 38

3.1 Net working capital statement ............................................................................................... 383.2 Equity and consolidated debt ................................................................................................ 383.3 Interests of natural and legal persons participating in the Offering ....................................... 393.4 Reasons for the Offering and planned use of net proceeds.................................................. 40

4. INFORMATION CONCERNING THE SECURITIES TO BE ISSUED AND ADMITTED TO TRADING ON THE EURONEXT PARIS MARKET.............................................................................. 40

4.1 Type, class and dividend rights of the shares to be offered and admitted to trading............ 404.2 Applicable law and jurisdiction............................................................................................... 414.3 Form and registration of the Company shares ...................................................................... 414.4 Currency ................................................................................................................................ 414.5 Rights attached to the shares................................................................................................ 414.6 Authorisations ........................................................................................................................ 43

4.6.1 Shareholders' Meeting of the Company authorising the issue ...................................... 434.6.2 Decision of the Board of Directors................................................................................. 45

4.7 Expected settlement-delivery date of the New Shares ......................................................... 464.8 Restrictions on the free trading of Company shares ............................................................. 464.9 French regulations for public offerings .................................................................................. 46

4.9.1 Mandatory public offering .............................................................................................. 464.9.2 Compulsory buy-outs and squeeze-outs ....................................................................... 46

4.10 Takeover bids initiated by third parties on the share capital of the Company during the last financial year and the current financial year...................................................................................... 464.11 Withholding of taxes on dividends paid ................................................................................. 46

4.11.1 Shareholders with tax residence in France ................................................................... 474.11.2 Shareholders with tax residence outside France .......................................................... 48

4.12 Legal regime for company savings plans in shares .............................................................. 495. TERMS AND CONDITIONS OF THE OFFERING........................................................................ 50

5.1 Offering conditions, provisional timetable and subscription procedures ............................... 505.1.1 Offering conditions......................................................................................................... 505.1.2 Amount of the Offering................................................................................................... 525.1.3 Offering procedures and period..................................................................................... 525.1.4 Cancellation or suspension of the Offering ................................................................... 555.1.5 Order reductions ............................................................................................................ 555.1.6 Minimum or maximum number of shares that may be part of an order ........................ 555.1.7 Cancellation of subscription orders ............................................................................... 555.1.8 Payment of funds and delivery of the Shares Offered................................................... 555.1.9 Publication of the results of the Offering ....................................................................... 565.1.10 Preferential subscription rights ...................................................................................... 56

5.2 Distribution and allotment of the Shares Offered .................................................................. 565.2.1 Categories of potential investors - Countries in which the Offering will be open -Restrictions applicable to the Offering........................................................................................... 565.2.2 Subscription intentions of the main shareholders of the Company or members of its administrative, management, supervisory or other bodies representing a subscription order of more than 5% ................................................................................................................................ 585.2.3 Pre-allotment information .............................................................................................. 585.2.4 Notification to subscribers ............................................................................................. 585.2.5 Extension Clause........................................................................................................... 585.2.6 Over-allotment Option.................................................................................................... 58

5.3 Price of Shares Offered ......................................................................................................... 595.4 Early closing or extension of the Offer .................................................................................. 595.5 Significant changes to the Offer conditions ........................................................................... 59



8

5.6 Restrictions to or cancellation of the preferential subscription right ...................................... 595.7 Price disparity ........................................................................................................................ 605.8 Placement.............................................................................................................................. 60

5.8.1 Contact details for the financial institutions responsible for the placement................... 605.8.2 Contact details for the institution in charge of the securities, financial and depositary services 605.8.3 Guarantee...................................................................................................................... 605.8.4 Lock-up arrangements................................................................................................... 605.8.5 Settlement-delivery date of the Shares Offered ............................................................ 60

6. ADMISSION TO TRADING AND TRADING CONDITIONS......................................................... 606.1 Admission to trading .............................................................................................................. 606.2 Place of listing........................................................................................................................ 606.3 Liquidity agreement ............................................................................................................... 616.4 Stabilisation ........................................................................................................................... 616.5 Suspension of the share price ............................................................................................... 61

7. HOLDERS OF SECURITIES WISHING TO SELL THEM............................................................ 617.1 Persons or entities wishing to sell equity shares or securities giving access to the share capital 617.2 Number and class of securities offered by holders of securities wishing to sell them ..............

............................................................................................................................................... 617.3 Lock-up arrangements........................................................................................................... 62

7.3.1 Commitment to abstain.................................................................................................. 627.3.2 Commitment to retain .................................................................................................... 62

8. EXPENSES RELATED TO THE OFFERING ............................................................................... 639. DILUTION...................................................................................................................................... 64

9.1 Impact of the Offering on the equity of the Company............................................................ 649.2 Amount and percentage of dilution as a result of the Offering .............................................. 649.3 Breakdown of share capital and voting rights........................................................................ 65

9.3.1 Before the Offering ........................................................................................................ 659.3.2 After the completion of the Offering at the minimum threshold (i.e., approximately €45 million, of which approximately €30 million regarding the Primary Offer and approximately €15 million regarding the Secondary Offer).......................................................................................... 659.3.3 After the completion of the Offering at its maximum amount (i.e., approximately €70 million, of which approximately €40 million regarding the Primary Offer and approximately €30 million regarding the Secondary Offer).......................................................................................... 66

10. ADDITIONAL INFORMATION...................................................................................................... 6610.1 Advisors connected to the Offering ....................................................................................... 6610.2 Other information verified by the Statutory Auditors.............................................................. 6610.3 Expert's report ....................................................................................................................... 6610.4 Information contained in the Prospectus obtained from a third party.................................... 66

11. UPDATED COMPANY INFORMATION ....................................................................................... 66



9

Prospectus summary

The summary consists of a set of key disclosures, termed "Elements", presented in five sections, A to

E, and numbered from A.1 to E.7.

This summary contains all the Elements that must appear in the summary of a prospectus concerning

this class of security and this type of issuer. Given that not all Elements have to be provided, the

numbering of the Elements in this summary is not necessarily continuous.

It is possible that relevant information may not be provided regarding a specific Element that is a

required part of this summary due to the class of securities and the type of issuer involved. In this

case, a brief description of the Element in question is given in the summary accompanied by the

notation "not applicable".

Section A - Introduction and notices

A.1 Notice to

readers

This summary should be read as an introduction to the Prospectus.

Any decision to invest in the securities involved in the offering, and whose

admission to trading on a regulated market is requested, must be based

on an exhaustive review of the Prospectus by the investor.

If legal action is initiated in court regarding the information contained in the

Prospectus, the plaintiff investor may, depending on the national laws of

the member states of the European Union or parties to the European

Economic Area agreement, be required to pay the costs for the translation

of the Prospectus prior to the start of legal proceedings.

The persons who prepared this summary, including its translation if

applicable, and requested its notification under the terms of Article 212-41

of the General Regulations of the AMF, will only be liable if the contents of

the summary are misleading, inaccurate or contradict other portions of the

Prospectus or if it does not contain, when read together with the other

portions of the Prospectus, the essential information needed to help

investors contemplating an investment in these securities.

A.2 Consent of the

issuer as to the

use of the

Prospectus

Not applicable.

Section B - About the issuer

B.1 Corporate

name and

business name

Orchestra-Prémaman (the "Company" known along with its subsidiaries

as the “Group”).



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B.2 Registered

office

200, avenue des Tamaris, ZAC Saint Antoine, 34130 Saint-Aunès,

France.

Corporate

structure

Public limited company with Board of Directors.

Governing law French law.

Home country France.

B.3 Nature of

operations and

principal

business

activities

Orchestra-Prémaman, the Group's parent company, is an operating

company whose purpose is the creation, manufacture, purchase and sale

of all products related to children's clothing and childcare products.

The Group's product range currently comprises children's clothing and

footwear from 0 to 14 years, maternity fashion and childcare products.

The Orchestra brand offers more than 3,500 items of clothing, shoes and

accessories each season and renews its store offering regularly, with

more than 100 new items hitting the shelves each week.

Since 2012, Orchestra-Prémaman has become a major player on the

European childcare products market, in particular due to external growth

operations such as the acquisition of the Prémaman group or Baby 2000.

This strategy of growth and development in childcare products follows the

success of the first megastore opened in Saint-Aunès, a store concept

offering an entire world revolving around babies.

The Group's three product offerings (children's clothing and footwear from

0 to 14 years, maternity fashion and childcare products) are distributed

through three types of stores:

textile stores, selling exclusively textile collections and footwear for

children aged 0 to 14 years;

mixed stores, bringing together the worlds of textiles, maternity

fashion and childcare products; and

megastores, which bring together the worlds of textiles, maternity

fashion and childcare products for a "one-stop-shopping" experience,

with all purchases under the one roof.

The Group conducts its business activities in France and internationally

through:

Group branches consisting of 292 stores in 12 countries;

commission/affiliation agencies operating 256 stores located in 11

countries;

wholesaling; and

since 2008, the opening of a website “shop-orchestra.com”.

The Group's activities in France represented nearly 65% of Group

revenue at 29 February 2016 compared with 96% in 2000. Having

increased its presence internationally, the Group now operates in 38

countries.



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B.4 Main recent

trends with

repercussions

on the issuer

and its activity

sectors

Principal investments in progress

The Group opened 11 branches in March and April 2016, including five in

France.

In addition, the Group will open a new warehouse in Arras in late 2016.

Storage capacity is 48,000 m², extendable to 120,000 m², to support the

Group's growth over the coming years. The Arras warehouse will replace

the Brussels (Belgium) and Lauwin-Planque (France) platforms.

Investment is expected to be in the order of €2.5 million, corresponding to

interior fitting.

To finance these investments and the resulting working capital requirements, the Group will use cash flows from operating activities. Nevertheless, the Group has access to external financing, in particular credit lines from the syndicated credit agreement put in place by the Group on 6 May 2013 and amended on 10 July 2015.

Principal future investments

The Group has made firm commitments to open 20 stores through 2018,

representing nearly €19 million in investments and construction, including

€18 million in France and €1 million in Belgium.

Growth trends

The Group's strong resilience in an unfavourable environment and the

encouraging results from its new store formats have vindicated its solid

and well thought-out ambitions in the mid-term and reaffirmed the

objectives it intends to achieve by 2019 of revenue in the range of €1

billion and a current GOS margin (Gross Operating Surplus as a ratio of

revenue) of between 9 and 10%.

In the first quarter of the 2016/2017 financial year, running from 1 March

2016 to 31 May 2016, the Group earned consolidated revenue of €148.5

million, up 8.7% compared to the same period in the previous year,

restated for the impact of discontinued activities.

The first quarter of the year was marked by a cold and wet spring in

Europe, with an adverse effect on sales, and strikes in France, leading

customers to delay their purchases (the carry-over effect was observed in

June 2016).

Nevertheless, the Group retained its capacity for growth, with:

– an increase in the number of sales outlets under the Orchestra

brand operated as branches and by commission/affiliation

agencies (566 at 31 May 2016 compared with 548 at 29 February

2016); and

– strong growth in the childcare products activity: +71.5% in the first

quarter of 2016/2017; revenue from childcare products amounted



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to €24.6 million and now represents 16.5% of total business

(compared with 10.5% in the first quarter of 2015).

Business activity has been bolstered by the first Large Stores (mixed

stores and megastores of over 800 m²) achieving normal operations.

During the first quarter, business grew by 3.2% in France (where the

Group earned 61.1% of its revenue for the period) and 18.6%

internationally, driven by strong growth of 27.1% in Belux, which now has

a completely restructured and renovated network.

Affiliation agency activity rose by 1.7% and that of branches by 14.1%.

These two main distribution channels represent 94.7% of consolidated

revenue for the period.

At 31 May 2016, the Group had more than 1.7 million Club Card holders,

an increase of 6.7% compared with 31 May 2015. The Group continues to

earn nearly 91% of its revenue from members of the Club.

E-commerce activity grew strongly over the first quarter with revenue up

21.9%.

Discussions with Destination Maternity Corporation ("Destination

Maternity")

On 29 October 2015, the Group sent a letter to the Board of Directors of

Destination Maternity (a company listed on the NASDAQ, and leader in

the domestic maternity clothing sector) proposing a potential merger

between the latter and the Company. In its initial offer, the Group

proposed to acquire 100% of Destination Maternity securities with

payment to be made partly in cash and partly in Company shares with the

condition that the transaction would be subject to completion of a

satisfactory confirmatory audit for the Group and the negotiation of a

merger agreement acceptable to both parties.

On 14 December 2015, the Group announced, in a declaration to the

SEC, that it had acquired around 13% of the ordinary shares of

Destination Maternity and, following the rejection of its initial proposal, had

repeated the terms and conditions of the initial offer dated 29 October

2015.

On 8 February 2016, the Group presented a revised offer, accompanied

by the same conditions as previously, improving the terms of the initial

proposition by increasing the cash component (from €25 million to €37.5

million). Under the terms of this revised offer, Destination Maternity

shareholders were offered total compensation per Destination Maternity

share of USD 2.664 and 0.0596 Orchestra shares. Furthermore, the

Orchestra Group indicated its intention to have a dual listing (New York

and Paris) – an intention that however remains to be confirmed at this

stage. This offer from the Group was not accepted by the Destination

Maternity Board.

On 15 March 2016, the Company and Destination Maternity signed a



13

reciprocal confidentiality agreement whereby:

- each company committed to making available confidential information

regarding it to the other, in order to facilitate the evaluation,

negotiation and preparation of contracts as well as the pursuit and/or

completion of a merger transaction between the two companies; and

- the Company also committed to abstaining from certain "proxy

solicitation" activities, as well as similar activities, and from making

any defamatory or disparaging statements aimed at Destination

Maternity or its executives or directors.

Subject to any provisions to the contrary in the Confidentiality Agreement,

this agreement will end at the sooner of the following two dates: (i) the

date on which a definitive agreement concerning a transaction is signed,

or (ii) 1 January 2017.

On 2 May 2016, the Company sold nearly all the securities it held in

Destination Maternity to Yeled Invest; however, it retains the option to buy

back the shares sold for a period of 24 months from 2 May 2016 at a

purchase price equal to the acquisition price paid by Yeled Invest.

At the date of this document, the cross due-diligence processes are still

ongoing and consequently the Group is not in a position to comment on

the conclusions of the due diligence processes conducted by both sides,

or therefore on the outcome of discussions regarding a possible merger

between the two groups.

The Group will inform the market on any significant evolution of the

negotiations, pursuant to the regulation in force and in accordance with

the Group's legitimate interests.

B.5 Description of

the Group to

which the

issuer belongs

The following organisational chart shows the basic organisation of the

Group as of the date of the visa (the percentages apply to share capital

and voting rights):



14

Orchestra-Prémaman is the parent company of the Group, which

comprises subsidiaries in France and abroad. The principal direct and

indirect subsidiaries at 29 February 2016 are as follows:

- Orchestra-Prémaman SA (parent company)

French operating company whose purpose is the creation, manufacture,

purchase and sale of all products related to children's clothing and

99,99%

100%

99,53% 100% 100%

100%

40%

100%

100% 100%

100%

25%

75%

40%

99,99% 40%

100%

100%

50%

100%

90%

100%

100%

100%

40%

50% 100%

99%

98%

100% 100% 100%

79% 50%

100% 50%

ORCHESTRA PRENDAS INFANTILES SL

(Espagne)

ORCHESTRAPREMAMAN

SA(France)

ORCHESTRA SWITZERLAND SA

(Suisse)

ORCHESTRA BELGIUM BVBA

(Belgique)

ORCHESTRA CANADA INC

(Canada)

CLUB AT COST LTEE(Maurice)

ORCHESTRA HELLAS SA(Grèce)

ORCHESTRA TURKEY COCUK GIYIM LIMITED

SIRKETI(Turquie)

BABYLAND SA(Belgique)

ORCHESTRA PREMAMAN BELGIUM SA

(Belgique)

ORCHESTRA PREMAMAN LUXEMBOURG SA

(Luxembourg)

ORCHESTRA PARTICIPATION SAS (*)

(France)

ORCHESTRA MAROC SARL

(Maroc)

ORCHESTRA CYPRUS LTD

(Chypre)

ORC DISTRIBUTION MAROC SARL

(Maroc)

PREMAMAN MAURITIUS LTEE

(Maurice)

JUVENILE RETAIL MANAGEMENT TEAM

BVBA(Belgique)

BABY 2000 BVBA(Belgique)

BABY 2000 ANTWERPEN BVBA

(Belgique)

ORCHESTRA ITALIA SRL(Italie)

ZANAKA SPRL(Belgique)

ORCHESTRA PREMAMAN DEUTCHLAND GMBH

(Allemagne)

ETB FERNAND DEVRESSE(Belgique)

ORCHESTRA VOSTOK(Russie)

ORLOG SAS(France)

SARAVELAKI LTD(Grèce)

ORCHERO LTD

(Grèce)

KAZIBAO LTEE(Maurice)

ORCHESTRAMADAGASCAR(Madagascar)

ORCHESTRA ASIA LTD(Chine )

SHANGHAI WORLD FASHION HK

(Chine)

ORCHESTRA BUYING AND RETAIL INDIA PRIVATE LIMITED

(Inde)

ORCHESTRA CHINA LIMITED HKG

(Chine)

ORCHESTRA SHANGAI COMMERCIAL AND

TRADINGCO LTD(Chine)

SWF WOFE CHINA(Chine)

ASIA RETAIL DISPLAY COMPANY LTD

(Chine)



15

childcare products, and which centralises textile purchases and

redistributes them to the Group's other subsidiaries.

- Orchestra-Prémaman Belgium (Belgium)

Operating company that centralises childcare product purchases and

redistributes them to the Group's other subsidiaries.

- Orchestra Hellas (Greece)

Operating company that operates the stores and distributes the textile and

childcare product activities in Greece.

- Orchestra Switzerland (Switzerland)


childcare product activities in Switzerland.

- Orchestra Prendas Infantiles (Spain)


childcare product activities in Spain.

B.6 Main

shareholders

As of the date of this Prospectus, the Company's share capital was

€19,203,558 divided into 16,002,965 shares with a par value of €1.20

each, fully paid up.

Shareholder

s

Number of

shares

% of

share

capital

Number of

theoretical

voting

rights

% of

theoretical

voting

rights

Number of

exercisable

voting

rights

% of

exercisa

ble

voting

rights

YELED

INVEST 14,491,380 90.55% 24,099,865 93.92% 24,099,865 98.60%

Public293,776 1.84% 342,531 1.33% 342,531 1.40%

Treasury

shares 1,217,809 7.61% 1,217,809 4.75% N/A N/A

Total16,002,965 100% 25,660,205 100% 24,442,396 100%

It is noted that Yeled Invest is 67% owned by HM Belgium (owned by

Pierre and Chantal Mestre) and 33% owned by the Gotlib family.

During the financial year ended 29 February 2016, the Company did not

receive any notice of statutory threshold crossing under Article L. 233-7 of

the French Commercial Code.



16

B.7 Selected

financial

information

(audited and

prepared

according to

IFRS)

Consolidated income statement

(*) Restated for discontinued activities and the retroactive application of

IFRIC 21, and corrected for the error relating to foreign exchange gains

and losses.

In € thousands

28/02/2015 (*) 29/02/2016

OPERATING INCOME 478 067 559 560

Revenue from operations 478 059 559 560

Other income 7 0

Operating expenses (429 370) (508 929)

Cost of goods sold (221 504) (264 724)

External expenses (146 536) (172 918)

Levies (4 464) (6 203)

Employee benefits expense (57 215) (65 143)

Other expenses 348 59

RECURRING GROSS OPERATING SURPLUS 48 697 50 631

Net depreciation, amortisation and provisions (25 218) (31 859)

PROFIT (LOSS) FROM CONTINUING OPERATIONS 23 479 18 772

Other operating income and expenses 19 397 14 393

OPERATING PROFIT (LOSS) 42 876 33 165

Share of profit of associates 759 (243)

OPERATING PROFIT (LOSS) after share of net profit of

associates43 635 32 921

Net borrowing cost (5 386) (6 869)

Other financial income and expenses (2 428) 3 630

NET FINANCIAL INCOME (7 814) (3 239)

Income tax (5 529) (861)

NET PROFIT (LOSS) FROM CONTINUING OPERATIONS 30 292 28 821

Profit (loss) from discontinued operations (7 859) (5 617)

CONSOLIDATED PROFIT (LOSS) FOR THE YEAR 22 433 23 204

Attributable to owners of the parent 22 089 20 806

Attributable to non-controlling interests 345 2 398

Earnings per share from continuing operations

Average number of shares outstanding 3 200 593 3 200 593

Diluted number of shares outstanding 3 200 593 3 200 593

Basic earnings per share (in €) 9,46 9,00

Diluted earnings per share (in €) 9,46 9,00

Earnings per share

Average number of shares outstanding 3 200 593 3 200 593

Diluted number of shares outstanding 3 200 593 3 200 593

Basic earnings per share (in €) 7,01 7,25

Diluted earnings per share (in €) 7,01 7,25



17

Group consolidated statement of financial position


ASSETS In € thousands

28/02/2015 (*) 29/02/2016

NON-CURRENT ASSETS 186 244 208 264

Goodwill 5 544 5 434

Intangible assets 66 896 72 118

Property, plant and equipment 92 301 103 380

Financial assets 8 946 9 228

Investments in associates 5 503 3 905

Deferred tax assets 7 054 14 199

CURRENT ASSETS 313 529 347 708

Inventories and work-in-progress 212 038 217 501

Trade receivables 11 093 20 963

Other operating receivables 38 410 65 742

Foreign exchange derivatives 7 932 4 215

Other financial assets 1 951 16 443

Cash and cash equivalents 42 105 22 844

Non-current assets held for sale 7 002 1 465

TOTAL ASSETS 506 775 557 438

LIABILITIES

28/02/2015 (*) 29/02/2016

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 110 697 108 330

Share capital 19 204 19 204

Consolidated reserves 69 405 68 321

Profit (loss) for the year 22 089 20 806

Non-controlling interest reserves 1 185 948

Profit (loss) from non-controlling interests 343 2 398

TOTAL EQUITY 112 225 111 676

NON-CURRENT LIABILITIES 127 650 172 274

Non-current provisions 8 620 5 032

Non-current deferred tax liabilities 5 978 1 741

Financial liabilities - more than one year 113 052 165 501

CURRENT LIABILITIES 266 900 273 488

Financial liabilities - less than one year 57 298 35 994

Current provisions 0 0

Foreign exchange derivatives 0 0

Trade payables 142 961 146 702

Tax and labour-related payables 35 494 38 619

Other creditors 31 148 52 173

Non-current liabilities held for sale 0 0

TOTAL EQUITY AND LIABILITIES 506 775 557 438



18


and losses.

Consolidated statement of cash flows



28/02/2015 (*) 29/02/2016

Cash flows from operations

Net profit (loss) 22 433 23 204

Depreciation and amortisation 27 701 32 171

Provisions (4 803) (2 649)

Other non-cash income/expenses (19 908) (19 750)

Impact of discontinued activities 323 (1 188)

Share of profit of associates (759) 243

Dividends received from associates 197 418

Net borrowing cost 5 386 6 869

Impact of changes in derivatives 13 044

Income tax expense for the period, incl. deferred taxes 1 507 861

Cash flows from operations before cost of borrowing and taxes 45 122 40 180

Taxes paid or payable (5 773) (3 441)

Change in WCR linked to operations (51 807) (26 709)

Change in inventories (88 326) (4 379)

Change in operating receivables (1 214) (9 356)

Change in operating liabilities 48 142 (9 060)

Change in other receivables and liabilities (10 409) (3 916)

NET CASH GENERATED FROM OPERATIONS (12 458) 10 030

Cash flows from investing activities

Acquisitions of property, plant and equipment and intangible assets (79 647) (57 129)

Acquisitions of financial assets (1 253) (17 686)

Acquisitions of equity investments (net of cash acquired) (383) (175)

Disposal of non-current assets 36 528 33 271

Other impact of changes in scope of consolidation (314) (208)

NET CASH GENERATED BY/(USED IN) INVESTING ACTIVITIES (45 068) (41 927)

Cash generated by/(used in) financing activities

Capital increase in cash

Changes in treasury shares held (24) (1 708)

New borrowings 60 818 86 490

Deposits and guarantees received 2 263 3 305

Finance leases (223) (700)

Other financing - Net 10 190 (1 529)

Impact of changes in derivatives (2 434)

Repayment of borrowings (7 293) (51 160)

Net interest paid (5 386) (6 373)

Dividends paid to owners of the parent company (7 458) (8 642)

Dividends paid by consolidated companies to non-controlling interests (270) (386)

NET CASH GENERATED BY/(USED IN) FINANCING ACTIVITIES 52 616 16 863

Impact of exchange rate fluctuations 3 516 1 539

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1 394) (13 495)

Cash and cash equivalents at beginning of period 34 461 33 067

Cash and cash equivalents at end of period 33 067 19 572

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1 394) (13 495)

Cash and cash equivalents 42 105 22 844

Bank overdrafts 9 038 3 272

Cash and cash equivalents at end of period 33 067 19 572



19

and losses.

B.8 Selected pro

forma key

financial

information

Not applicable.

B.9 Profit forecasts

or estimates

Not applicable.

B.10 Any

reservations

regarding

historical

financial

information

The Company's Statutory Auditors' reports on the historical financial

information for financial years ended 28 February 2014, 28 February 2015

and 29 February 2016 do not contain any reservations.

Nevertheless, it is specified that:

– the Statutory Auditors' report on the Company's consolidated financial

statements for the financial year ended 28 February 2015 stated:

"Without calling into question the opinion expressed above, we would

like to draw your attention to Note 11 'Other non-recurring operating

income and expenses' of the notes to the consolidated financial

statements, which mentions the exceptional income following the

acquisition of the Home Market network of stores. The principles used

to determine said income are set out in Note 1.4.1 'Goodwill' ";

– the Statutory Auditors' report on the Company's consolidated financial



like to draw your attention to Note 1.3 of the notes to the financial

statements, which outlines the impact of a correction to an error in the

financial statements at 28 February 2015";

– the Statutory Auditors' report on the Company's annual financial



like to draw your attention to the section "Significant events of the

financial year" in Note 1 of the notes to the financial statement, which

outlines the impact of a correction to an error in the financial

statements at 28 February 2015".

B.11 Net working

capital

The Company certifies that, from its perspective, prior to the Offering (as

the term is defined below), the Group's net consolidated working capital is

sufficient to meet its obligations for the twelve months from the date of the

Prospectus visa.

Section C - Securities

C.1 Type, class and

identification

number of the

new shares

The 4,420,927 shares offered as part of the Offering (as the term is

defined hereunder) are composed of (i) 2,204,474 New Shares and,

where applicable, 330,671 Additional New Shares (as these terms are

defined below) and (ii) 958,466 existing shares offered by Yeled Invest as



20

offered and/or

admitted to

trading

the assigning shareholder and, where applicable, 927,316 additional new

shares offered by Yeled Invest simultaneously to the full exercise of the

Extension Clause and the Over-allotment Option.

The New Shares and, where applicable, the Additional New Shares, for

which admission to trading will be sought, are ordinary shares of the

Company and immediately upon their issuance will be considered

equivalent to existing Company shares.

Name of shares: ORCHESTRA-PREMAMAN

ISIN code: FR0013190410

Mnemonic: KAZI

Compartment: Compartment B

Activity sector:

NAF code: Retail clothing business in specialised stores (4771Z)

ICB classification: 3760, Personal Goods

C.2 Issue currency Euro.

C.3 Number of

shares

issued/Nominal

value of Shares

Number of shares issued as part of the Offering

1,916,934 new shares to be issued as part of a capital increase with

cancellation of preferential subscription rights to be subscribed in cash via

a public offering and private placement, this number being subject to a

potential 15% increase for a maximum of 2,204,474 new shares in the

event of the full exercise of the Extension Clause as defined hereunder

(together, the "New Shares”).

This number may be increased by a maximum of 15%, equivalent to a

maximum of 330,671 shares in the event of the exercise of the Over-

allotment Option (the "Additional New Shares"), which would bring the

maximum number of shares issued as part of the Offering to 2,535,145.

Par value of the shares: €1.20.

C.4 Rights attached

to the

securities

The shares will be subject to all stipulations in the Company's articles of

association. Pursuant to current French law and to the articles of

association of the Company, the main rights attached to the shares are

the following:

dividend right - the right to a share of the earnings of the issuer;

right to a share in any surplus in the event of liquidation;

voting right (it being specified (i) that a double voting right is granted to

any shares held as registered shares for a period of at least two years

and (ii) that the voting right of the usufructuary is limited to decisions

related to the allocation of earnings submitted to the vote of

shareholders during the Annual Ordinary Shareholders' Meeting);



21

right to information; and

preferential subscription rights.

C.5 Restrictions

imposed on the

negotiability of

the securities

There are no statutory clauses restricting the negotiability of the shares

that make up the share capital of the Company.

C.6 Admission

request

The New Shares and, where applicable, the New Additional Shares, will

be the subject of an admission request to the regulated market Euronext

Paris (Compartment B).

Their admission is expected to take place on 5 October 2016 under the

same quotation line as the existing Company shares (ISIN code:

FR0013190410).

C.7 Dividend policy The dividend distribution policy adopted by the Group aims to provide for

an annual dividend distribution of approximately 30% of consolidated net

income.

Accordingly, the Company distributed a dividend of €2.90 per share for the

financial year ended 28 February 2015 and a dividend of €2.50 per share

for the financial year ended 28 February 2014.

In view of, on the one hand, the error correction made for the previous

financial year relating to the recognition of the currency translation

adjustments for trade payables at 28 February 2015 as part of their

valuation within the hedging rate and, on the other hand, of the restriction

imposed on the debt ratio by the renewable multi-currency syndicated

loan futures contract of 6 May 2013, as modified on 10 July 2010, the

Board of Directors of 12 May 2016 decided to propose to the

Shareholders' Meeting convened on 29 July 2016 to not pay a dividend for

the financial year ended 29 February 2016. This resolution was approved

by said Shareholders' Meeting.

Section D - Risks

D.1 Key risks related

to the issuer and

its activity sector

Prior to making an investment decision, investors are asked to consider

the risk factors relevant to the Company and its business activity, which

include:

1/ Risks related to the business activity:

Risks related to the economic environment;

Risks related to the competitive environment;

Risks related to demographic trends;

o The Group's business activities could be impacted by

demographic trends in the regions in which the Group

operates, inasmuch as the childcare, maternity and

children's ready-to-wear clothing markets are directly related

to the number of births;



22

Risks related to weather and seasonal changes affecting

textiles;

2/ Operating risks

Risks related to suppliers and manufacturers;

o The Group, which depends primarily on third parties to

manufacture the products it sells, cannot guarantee that its

suppliers and manufacturers comply in full with local labour

laws and environmental and ethical standards in their

activities, despite the controls it has put in place.

Risks related to products;

o Risk of the Group's civil and criminal liability being invoked

and risk of damage to the Group's reputation in the event of

defective products being marketed that could potentially

harm customers;

o Inasmuch as the Group uses sub-contractors to manufacture

its own brand products, it is consequently dependent on the

manufacturers to ensure that the products it sells comply

with the appropriate specifications and quality standards;

o The Group carries out quality control checks directly through

its purchasing offices located close to the manufacturing

sites, however these may fail to detect a fault or non-

compliance;

Risks related to increased production costs;

Risks related to increases in the cost of labour;

Risks of non-compliance with regulations and related to the

health and safety and protection of customers and employees;

Risks related to distribution by third parties;

Risks related to logistics;

o In the event that the logistics chain is disrupted, the Group

could be faced with excess storage capacities or, in contrast,

insufficient capacity, delays in supplying its sales outlets, and

losses or theft of goods;

o Moreover, any damage or destruction to one or more of the

Group's warehouses could result in the partial or total

destruction of the assets (inventories, property, plant and

equipment). The Group could nevertheless avail of its

insurance cover, where appropriate;

Risks related to IT system failures;

o Any disruption, slowdown or malfunction of the Group's IT

systems could lead to delays in deliveries to stores and

customers and prevent the Group from generating financial

and operating reports, essential decision-making tools;

o The security systems (storage of the Group's data or



23

customers' personal data collected under its marketing

policy, access protection, IT emergency plans, prevention of

cybercrime) may prove insufficient in the event of

malfunction;

Risks related to theft and misappropriation of funds;

Risks related to leases;

o The Group, which does not hold any real estate assets

freehold, may be required to abandon certain sites for which

it is unable to renew the lease contracts, or to renew lease

contracts on less favourable terms;

Risks related to proceedings and litigation;

Risks related to the loss of key personnel;

o The Group's success and development is dependent on the

efforts and experience of key personnel and the

management team that surrounds Mr Pierre Mestre,

Chairman and Co-founder, and Ms Chantal Mestre, Vice

Chairman responsible for Design and Purchasing, and Co-

founder; the departure or failure to perform of a key person

could have an adverse effect on the Group's activities;

Risks related to social relations;

Risks related to control of the Company's capital;

o The Company's main shareholder, Yeled Invest, holds

90.55% of the Company's share capital as at this date and

93.92% of the voting rights and is able to significantly

influence the adoption or rejection of resolutions submitted to

the Company's shareholders for approval at Ordinary

Shareholders' Meetings and/or Extraordinary Shareholders'

Meetings;

3/ Risks related to implementation of strategy

Risks related to strong business growth;

o The Group's success depends in part on its ability to identify

appropriate premises for its sales outlets and to negotiate

leases on satisfactory terms, as well as to identify the right

partners to join its network of affiliates. If this development

strategy is not as successful as expected, or is implemented

at a slower pace than expected, the Group's competitive

position, profitability and growth could be adversely affected;

Risks related to growth transactions;

o The success of the Group, whose development strategy

needs to be accompanied by external growth operations

through acquisitions of assets/companies or partnership

operations (affiliated agents, franchises), will depend in part

on its ability to conclude external growth operations that are

pertinent in light of its investment criteria and to identify



24

high-quality partners to join the network of affiliates.

Risks related to the Group's international activities;

o The Group's international development is complex in terms

of business activity, since the Group notably has to adapt to

local markets, to compete with companies that have a better

understanding of the local markets and to manage

geopolitical risks;

Risks related to e-commerce and online sales;

4/ Financial risk

Liquidity risk;

o In the event that the Group has insufficient liquidity, and in

order to ensure the servicing of its debt, the Group may be

required to reduce or delay acquisitions or investments,

dispose of assets, refinance its debt or seek additional

financing, which could have an adverse effect on its activity,

earnings, financial position, development or outlook;

o Under its syndicated loan and bond agreements, the Group

is required to comply with certain covenants and its ability to

carry out certain operations (such as granting loans or

transferring significant assets) is limited;

Currency risk;

o The Group makes most of its textile purchase payments in

dollars and yuan and its childcare product purchases in

euros; it sells its products in around 40 countries, mostly in

euros. It is therefore exposed to significant currency risk in

respect of its textile business;

Risks related to interest rates;

o The Group is exposed to interest rate risk on its financial

liabilities in the amount of €95.1 million and on current

account advances granted by the Orchestra Participation

subsidiary to partner companies;

o The EURIBOR or EONIA could rise in the future, leading to

additional interest expenses for the Group, reducing cash

flows available for investment and limiting its ability to

comply with the servicing of its debt;

Credit risk.

D.2 Main risks

specific to the

shares issued

The main risk factors associated with the Offering are the following:

Shareholders will experience a dilution of their investment in the

Company's share capital;

The market price of the Company's shares may fluctuate and drop



25

below the Offering Price;

The market price of the Company's shares may suffer from

significant volatility;

The preservation of Company control by a majority shareholder

following the Offering;

The disposal by the majority shareholder of all or a portion of his or

her equity investment at the end of the retention period to which he

or she committed could have a significant unfavourable effect on the

Company's share price;

The Company may experience future needs for additional financing

that may lead to a dilution of the equity investments of existing

shareholders not participating in the transaction;

Insufficient orders (corresponding to orders amounting to less than

approximately €45 million, i.e. approximately €30 million in respect

of the Primary Offering and approximately €15 million in respect of

the Secondary Offering) would lead to the cancellation of the

Offering;

Risks linked to the potential acquisition of Destination Maternity, in

relation to the terms of the transaction.

Section E - Offering

E.1 Total net

amount of

proceeds from

the Offering

and estimate of

the expenses

associated with

the Offering

Estimate of the expenses associated with the OfferingThe maximum amount of the total expenses associated with the Offering

is estimated to be approximately €2,782,658, of which approximately

€1,890,136 relating to the Primary Offering, which will be borne by the

Company, and approximately €892,522 relating to the Secondary

Offering, which will be borne by Yeled Invest.

Gross proceeds from the issue of the New Shares

Approximately €30,000,017, that may reach approximately €34,500,018 in

the event of the full exercise of the Extension Clause and approximately

€39,675,019 in the event of the full exercise of the Extension Clause and

the Over-allotment Option.

Net proceeds from the issue of the New Shares

Approximately €28,332,888, that may reach approximately €32,729,189

in the event of the full exercise of the Extension Clause and approximately

€37,784,883 in the event of the full exercise of the Extension Clause and

the Over-allotment Option.

Gross proceeds from the sale of Assigned Shares




26

case of additional sales of shares simultaneously to the full exercise of the

Extension Clause and approximately €29,512,488 in case of additional

sales of shares simultaneously to the full exercise of the Extension Clause

and the Over-allotment Option.

Net proceeds from the sale of Assigned Shares


case of additional sales of shares simultaneously to the full exercise of the

Extension Clause and approximately €28,619,966 in case of additional

sales of shares simultaneously to the full exercise of the Extension Clause

and the Over-allotment Option.

E.2 Reasons for the

Offering and

use of net

proceeds

The Offering is being carried out in particular in order to increase the

share of the free float in the Company’s capital and to find investors to

accompany the Group over the long term alongside the majority

shareholder.

The Primary Offering will enable the Company's financial structure to be

strengthened and will increase its financial flexibility by increasing its

equity. Moreover, around 50% of the net proceeds from the issue of the

New Shares will be allocated to accelerating the Group's organic growth in

France and abroad, notably through the opening of Large Stores (mixed

stores and megastores of more than 800 m2) adapting the "one-stop-

shopping" concept to offer the entire range of mother and child textiles as

well as a very large range of childcare products within the same store.

The proceeds of the Secondary Offering will be levied by Yeled Invest and

will enable it to reduce its indebtedness.

E.3 Terms and

conditions of

the Offering

Structure of the Offering

The overall offering (the "Offering") comprises:

a public offering in France in the form of a fixed price offer, mainly

intended for natural persons, the "Fixed Price Offer" or "FPO");

a Global Placement mainly intended for institutional investors, (the

"Global Placement") made up of:

- one placement in France; and

- an international private placement in certain other countries,

except for, in particular, the United States of America, Canada,

Japan and Australia.

Should demand for the FPO permit it, the number of shares allocated to

fulfil the orders issued as part of the FPO would be at least equal to 10%

of the Shares Offered (as defined hereunder). Should demand for the

FPO be lower than 10% of the Shares Offered, the remaining non-

allocated Shares Offered under the FPO will be offered as part of the

Global Placement.



27

The Offering involves both New Shares and Additional New Shares to be

issued, offered by the Company as part of a primary offering (the

"Primary Offering"), and a maximum number of 1,885,782 existing

shares (the "Assigned Shares") offered by Yeled Invest, as the assigning

shareholder, as part of a secondary offering (the "Secondary Offering").

If the amount of subscription or purchase orders received in the context of

the Offer does not reach a minimum amount of approximately €45 million

(i.e. approximately €30 million for the Primary Offering and approximately

€15 million for the Secondary Offering), the Offering will be cancelled and

the subscription orders will be obsolete.

The Shares Offered, namely the New Shares, Additional New Shares and

the Assigned Shares (together the "Shares Offered"), will be offered

simultaneously in the Offering and under the same conditions, according

to the following terms and conditions:

- up to approximately €45 million, investors will be allocated 2 New

Shares for every 1 Assigned Share, it being specified that any

order involving fewer than 3 shares or any portion of an order that

does not represent a multiple of 3 will be first fulfilled by New

Shares;

- in excess of approximately €45 million and up to a maximum limit

of approximately €70 million, in the event that all or a portion of

the Extension Clause and, where applicable, the Over-allotment

Option are exercised, investors will be allocated 3 Assigned

Shares for every 2 New Shares (or Additional New Shares, where

applicable), it being specified that any portion of an order not

amounting to a multiple of 5 will be, where appropriate, fulfilled

using both New Shares (or Additional New Shares, where

applicable) and Assigned Shares in the event of an even number,

and using Assigned Shares as a priority in the event of an odd

number. However, it is specified that this allotment could be

subject to change if the Company's shares would be acquired for

stabilization purposes and would therefore reduce the number of

Additional New Shares issued pursuant to the Over-allotment

Option.

Extension Clause

Depending on the amount of demand, the Company may increase the

initial number of New Shares by 15%, i.e. a maximum of 287,540 New

Shares (the "Extension Clause").

Over-allotment Option

In order to cover any potential over-allotments, the Company will grant an

Over-allotment Option to the Lead Manager and Bookrunner through

which it commits to issue, if the latter were to request it, a maximum of

330,671 Additional New Shares, within the overall limit of 15% of the New

Shares subsequently to any potential exercise of the Extension Clause

(the "Over-allotment Option").



28

The Over-allotment Option may be exercised by the Lead Manager and

Bookrunner on a single occasion and at any time, in its entirety or in part,

over a period of 30 calendar days starting on the closing date of the Offer,

i.e. per the provisional timetable, from 30 September 2016 to 31 October

2016.

Price of Shares Offered

€15.65 per Share Offered, corresponding to the weighted average price

for the Company's shares over the last three trading sessions preceding

the setting of the price on 14 September 2016 after market close, reduced

by a discount of 3.37%.

The price of €15.65 per share is therefore in compliance with the minimum

price requirements set forth in Articles L. 225-136 and R. 225-119 of the

French Commercial Code.

Dividend entitlement date

Immediate entitlement.

Subscription intentions

None.

Guarantee

The Offer is not subject to a guarantee contract.

Stabilisation

Transactions intended to stabilise or maintain the market price of

Company shares on the Euronext Paris market may be performed from 30

September 2016 to 31 October 2016 (inclusive) by the Lead Manager and

Bookrunner acting as stabilisation agent.

Suspension of the share price

Given its current free float and the low liquidity of its shares, which could

lead to erratic share price movements, the Company, under its own

responsibility, has asked Euronext Paris to suspend its share price listing

from 16 September 2016 in order to facilitate the smooth operation of the

Offering.

The share price listing on Euronext Paris will resume on the day on which

the New Shares are admitted to trading on Euronext Paris, i.e. according

to the provisional timetable, 5 October 2016.

Provisional timetable

14 September

2016

Setting of the Price of Shares Offered



29

15 September

2016

AMF visa on the Prospectus

16 September

2016

Publication of the press release announcing the

Offering

Euronext notice upon the opening of the FPO

Opening of the FPO and the Global Placement

Suspension of the listing of Company shares on

Euronext Paris

29 September

2016

Closing of the FPO at 5:00 p.m. (Paris time) for

brokerage subscriptions and at 8:00 p.m. (Paris time)

for Internet subscriptions

30 September

2016

Closing of the Global Placement at 12:00 p.m. (Paris

time)

Potential exercise of the Extension Clause

Publication of the press release indicating the results

of the Offering

Euronext notice regarding the results of the Offering

Signature of the Investment Agreement

4 October 2016 Settlement-delivery of the FPO and the Global

Placement

5 October 2016 Resumption of the listing of the Company's securities

Admission of the New Shares to trading on Euronext

Paris

31 October

2016

Long-stop date for the exercise of the Over-allotment

Option by the Lead Manager and Bookrunner

End of the stabilization period

Subscription procedures

Individuals who wish to participate in the FPO shall submit their orders to

an authorized financial intermediary in France no later than 29 September

at 5:00 p.m. (Paris time) for brokerage subscriptions and 8:00 p.m. for

Internet subscriptions, if this method is provided by their financial

intermediary, unless there is an early closing or an extension is granted.

To be accepted, Global Placement orders must be received by the

Bookrunner no later than 30 September at 12:00 p.m. (Paris time), unless

there is an early closing.



30

Contact details for the financial institutions responsible for the

placement

Lead Manager and Bookrunner

Louis Capital Markets

96, Boulevard Haussmann

75008 Paris

E.4 Interests that

could

substantially

influence the

Offering

The Bookrunner and/or some of their affiliates, including Midcap Partners

as an agent connected to the Bookrunner and Advisor of the Company in

the context of the Offering, have rendered and/or may render in the future

various banking, financial, investment, commercial or other services to the

Company, its affiliates or its corporate officers in the course of which they

have received or may receive compensation. Since 8 November 2013, the

Company has entrusted Louis Capital Markets with the implementation of

a liquidity agreement in relation to its shares.

In addition, it is stated that, under the Secondary Offering, Yeled Invest,

the Company's majority shareholder, shall transfer a portion of the

Company shares it owns, as part of the Offering, i.e. 958,466 existing

shares which may be increased to a maximum of 1,885,782 existing

shares in the event of the full exercise of the Extension Clause and the

Over-allotment Option.

E.5 Name of the

issuing

company and

lock-up

agreement

Issuing company

Orchestra-Prémaman SA

Commitment to abstain by the Company

Beginning on the date of the Prospectus and during the 180 days

following the settlement-delivery date of the Offering, subject to certain

exceptions.

Commitment to retain by Yeled Invest

Beginning on the date of the Prospectus and during the 180 days

following the settlement-delivery date of the Offering, subject to certain

exceptions.

E.6 Amount and

percentage of

dilution as an

immediate

result of the

Offering

Impact of the Offering on the equity of the Company

Based on consolidated equity at 30 June 2016 and the total number of

shares comprising the Company's share capital on the date of the

Prospectus, equity per share, before and after the Offering, is as follows:

Share of equity (in

euros)*

Before the completion of the Offering 6.77

After the completion of the Offering at the minimum threshold (i.e.,

approximately €45 million, of which approximately €30 million regarding

7.63



31

the Primary Offer and approximately €15 million regarding the Secondary

Offer)

After the completion of the Offering at its maximum amount (i.e.,



Offer)

7.88

(*) At its meeting on 31 August 2016, the Company's Board of Directors

decided to allocate 52,706 bonus shares representing approximately 0.3%

of the Company's capital to certain Company managers, under certain

performance conditions; said bonus shares may give rise to the allocation

of existing shares or new shares.

Amount and percentage of dilution as a result of the Offering

Based on the total number of shares making up the share capital of the

Company as at the date of the Prospectus, the impact of the Offering on

the stake in the share capital of the Company of a shareholder holding 1%

of the share capital as at the date of the Prospectus and not subscribing to

the Offering would be as follows:

Shareholder's stake

(in %)*

Before the completion of the Offering 1%


approximately €45 million, of which approximately €30 million

regarding the Primary Offer and approximately €15 million regarding

the Secondary Offer)

0.89%


approximately €70 million, of which approximately €40 million

regarding the Primary Offer and approximately €30 million regarding

the Secondary Offer)

0.86%

(*) At its meeting on 31 August 2016, the Company's Board of Directors

decided to allocate 52,706 bonus shares representing approximately 0.3%

of the Company's capital to certain Company managers, under certain

performance conditions; said bonus shares may give rise to the allocation

of existing shares or new shares.

Breakdown of share capital and voting rights

The number of theoretical voting rights is calculated on the basis of all

shares to which voting rights are attached and is the basis on which the

crossing of thresholds is calculated, whereas the number of exercisable

voting rights at the Shareholder's Meeting is calculated exclusive of

shares deprived of voting rights, namely the treasury shares held by the

Company.

Before the completion of the Offering

ShareholdersNumber of

shares

% of

share

capital

Number of

theoretical

voting

rights

% of

theoretical

voting

rights

Number of

exercisable

voting

rights

% of

exercisab

le voting

rights



32

Yeled Invest14,491,380 90.55% 24,099,865 93.92% 24,099,865 98.60%

Public293,776 1.84% 342,531 1.33% 342,531 1.40%

Treasury

shares 1,217,809 7.61% 1,217,809 4.75% N/A N/A

Total16,002,965 100% 25,660,205 100% 24,442,396 100%

After the completion of the Offering at the minimum threshold (i.e., approximately €45 million, of which approximately €30 million regarding the Primary Offer and approximately €15 million regarding the Secondary Offer)


shares

% of

share

capital

Number of

theoretical

voting

rights

% of

theoretical

voting

rights

Number of

exercisable

voting

rights

% of

exercisab

le voting

rights

Yeled Invest13,532,914 75.52% 23,141,399 83.92% 23,141,399 87.79%

Public3,169,176 17.69% 3,217,931 11.67% 3,217,931 12.21%

Treasury

shares 1,217,809 6.80% 1,217,809 4.42% N/A N/A

Total17,919,899 100% 27,577,139 100% 26,359,330 100%




Offer)


shares

% of

share

capital

Number of

theoretical

voting

rights

% of

theoretical

voting

rights

Number of

exercisable

voting

rights

% of

exercisab

le voting

rights

Yeled Invest12,605,598 68% 22,214,083 78.79% 22,214,083 82.34%

Public4,714,703 25.43% 4,763,458 16.89% 4,763,458 17.66%

Treasury

shares 1,217,809 6.57% 1,217,809 4.32% N/A N/A

Total18,538,110 100% 28,195,350 100% 26,977,541 100%

E.7 Expenses

invoiced to the

investor by the

Issuer

Not applicable.



33

1. PERSONS RESPONSIBLE

1.1 Person responsible for the Prospectus

Philippe Thirache, Chief Executive Officer of Orchestra-Prémaman.

1.2 Statement by the person responsible for the Prospectus

"I hereby declare that, having taken all reasonable care to this effect, the information contained in this

Prospectus is, to the best of my knowledge, true and fair and does not exclude any information that is

likely to affect its import.

I have obtained a letter of completion from the Statutory Auditors, which states that they have verified

the information relating to the financial position and financial statements as presented in this

Prospectus, and that they have read the entire Prospectus.

The Statutory Auditors have issued a report, set out in Section 20.2.2 of the Registration Document,

on the separate financial statements for the financial year ended 29 February 2016 as presented in

Section 20.2.1 of the Registration Document. This report contains the following comment: Without

calling into question the opinion expressed above, we would like to draw your attention to the Section

"Significant events of the financial year" in Note 1 of the notes to the separate financial statements,

which outlines the impact of a correction to an error in the financial statements at 28 February 2015."


on the consolidated financial statements for the financial year ended 29 February 2016 as presented

in Section 20.1.1 of the Registration Document. This report contains the following comment: Without

calling into question the opinion expressed above, we would like to draw your attention to Note 1.3 of

the notes to the financial statements, which outlines the impact of a correction to an error in the

financial statements at 28 February 2015.



in Section 20.1.3 of the Registration Document. This report contains the following comment: "Without

calling into question the opinion expressed above, we would like to draw your attention to Note 11

"Other non-recurring operating income and expenses" of the notes to the consolidated financial

statements, which mentions the exceptional income following the acquisition of the Home Market

network of stores. The principles used to determine said income are set out in Note 1.4.1 "Goodwill"".



in Section 20.1.5 of the Registration Document. This report contains no comments.

Saint-Aunès, 15 September 2016

Philippe Thirache

Chief Executive Officer



34

1.3 Statement by Yeled Invest, as the assigning shareholder

"We hereby declare that, having taken all reasonable care to this effect, the information contained in this Prospectus is, to the best of our knowledge, true and fair and does not exclude any information that is likely to affect its import."

15 September 2016

Fons Mangen Jean-Hughes AntoineDirector Director

1.4 Persons responsible for the financial information

Philippe ThiracheChief Executive Officer

Address: 200, Avenue des Tamaris, ZAC Saint Antoine, 34130 Saint-Aunès, FranceTelephone: +33 (0)4 99 13 08 57Fax: +33 (0)4 99 13 08 01Email: [email protected]

Jacques BlanchetChief Financial Officer


Carole RichardAdministrative and Financial Director


2. RISK FACTORS RELATED TO THE OFFERING

In addition to the risk factors outlined in Section 4 "Risk factors" of the Registration Document,

investors should take into account the following factors and the other information in this securities note

before deciding to invest in the Company's shares. Investing in the Company's shares entails risks.

The significant risks that the Company has identified at the date of the AMF's approval of the

Prospectus are outlined in the Registration Document and detailed below.

If one of these risks were to materialise, the business activity, financial position, results or outlook of

the Company could be significantly affected. In such a situation, the market price of the Company's

shares could fall and investors could lose all or some of the funds invested in the Company's shares.

Other risks and uncertainties of which the Company was unaware on the date the AMF approved the

Prospectus or which the Company currently deems to be insignificant may exist and arise and may



35

also disrupt or have an adverse effect on the business activity, financial position, results and outlook of

the Company or the market price of the Company's shares.

Shareholders will experience a dilution of their investment in the Company's share capital

The share in the capital and voting rights of shareholders not taking part in this issue will decrease.

The market price of the Company's shares may fluctuate and drop below the Offering Price

The market price of the Company's shares may not reflect the market price of the Company's shares

on the date of subscription for New Shares.

The Company's shares may be traded at prices below the market price prevailing on the date the

subscription price is set. No assurances can be given that the market price of the Company's shares

will not fall below the Offering Price. No assurances can be given that, having subscribed/acquired

Shares Offered, investors will be able to sell their Company shares at a price equal to or above the

Offering Price.

The market price of the Company's shares may be subject to significant volatility

In recent years, there have been major stock market fluctuations which have often been unrelated to

the results of the companies whose shares are being traded. Market fluctuations and the economic

situation could increase the volatility of the Company's shares. The market price of the Company's

shares could fluctuate significantly in response to various factors and events; these include the risk

factors outlined in the Registration Document which forms part of the Prospectus as well as liquidity in

the market for the Company's shares.

Company control by a majority shareholder

The Company is controlled by Yeled Invest, which holds 90.55% of the Company's share capital and

93.92% of its voting rights at the date of this Prospectus. Yeled Invest's share capital is 67% owned by

HM Belgium (owned by Pierre and Chantal Mestre) and 33% owned by the Gotlib family.

After the Offering, Yeled Invest will retain control of the Company. Therefore, (i) the likelihood of other

shareholders being able to influence certain decisions could be limited, (ii) the interests of the majority

shareholder may differ from those of the other shareholders and (iii) a change in the control of the

Company may be hindered.

Furthermore, the four positions on the Board of Directors are occupied by members of the Mestre

family (Pierre and Chantal Mestre) or the Gotlib family (Marcel and Charles Gotlib). This could

adversely affect the management of the Company, due to the absence of any opposing forces likely to

be taken into account when making decisions. However, the persons referred to above must still

adhere to the obligations imposed upon them by the law, regulations and the articles of association

and act within the limits of their powers. In addition, the Company considers that, as of the date hereof,

the AFEP-Medef code of corporate governance and the MiddleNext code of corporate governance are

not adapted to its current operating model and preferred to adopt a pragmatic and concrete approach

to its governance. In this context, it did not wish, as of this date, to appoint an independent director in

accordance with the aforementioned codes. However, they must act in line with the Company's best

interests. In addition, in light of the new configuration of the shareholding post-Offering, the Company

undertakes to include on the agenda of a meeting of the Board of Directors, before the end of 2016,

an item regarding the opportunity to propose the appointment of an independent director.



36

The disposal by the majority shareholder of all or a portion of his or her equity investment at

the end of the lock-up period to which he or she committed could have a significant adverse

effect on the Company's share price

A decision by the majority shareholder to dispose of all or some of its equity investment on the market,

outside the framework of the Offering to which this Prospectus refers, after expiry of its lock-up

commitment (as described in Section 7.3 of this securities note) or prior to its expiry if said

commitment is lifted, or the belief that such a disposal is imminent, could have a significant adverse

effect on the price of the Company's shares.

The Company may experience future needs for additional financing that may lead to a dilution

of the equity investments of existing shareholders not participating in the transaction

If the funds raised by the Company as a result of the Offering are not sufficient to successfully

implement its growth strategy, the Company may increase its share capital, thus limiting or removing

the preferential subscription rights of the existing shareholders. A transaction of this nature could dilute

the equity investments in the Company's capital of existing shareholders not taking part in the issue,

which could have an adverse effect on the share price and earnings per share.

Insufficient orders (corresponding to orders amounting to less than approximately €45 million,

i.e. approximately €30 million in respect of the Primary Offering and approximately €15 million

in respect of the Secondary Offering) would lead to the cancellation of the Offering

The Company's Board of Directors, acting pursuant to the delegations granted by the Combined

Shareholders' Meeting of 29 July 2016, decided that the Offering would only be carried out if the

amount of orders received reaches the amount of approximately €45 million, of which approximately

€30 million in respect of the Primary Offering and approximately €15 million in respect of the

Secondary Offering. In the event that this amount is not reached, the Offering will be cancelled and the

subscription and purchase orders will be rendered obsolete.

The potential acquisition of Destination Maternity

The Company is currently in discussions with Destination Maternity with a view to arranging a merger

of the two companies. According to the offer submitted by the Company to the Destination Maternity

Board of Directors on 29 October 2015, as amended on 8 February 2016, this transaction would be

partly in cash and partly in Company shares, and would result in the two companies merging. This

transaction could also result in the Company's shares being listed in two different locations (New York

and Paris).

At the date of this Prospectus, the cross due-diligence processes are still ongoing and consequently

the Group is not in a position to comment on the conclusions of the due diligence processes

conducted by both sides or therefore on the likely outcome of discussions regarding a possible merger

between the two groups.

However, investors' attention is drawn to the following consequences that such a transaction could

have:

- as the Destination Maternity shareholders would be partly paid in Company shares, such a

transaction could dilute the equity investments in the Company's capital of the existing

shareholders;

- if an application is made for the Company's shares to be listed on the New York Stock

Exchange, this listing of the shares in two different currencies (euros and US dollars) would



37

open the possibility for an arbitrage strategy between the two places of listing which could

have an impact on the Company share price;

- finally, the information and declaration obligations linked to the dual listing scenario referred to

above would also bring about increased legal and financial compliance costs and may require

some of the Company's resources and divert it from its operational missions.



38

3. KEY INFORMATION

3.1 Net working capital statement

At the date of this securities note, the Company declares that, from its point of view, the Group's net

working capital prior to the Offering is sufficient to meet its obligations over the next twelve months as

of the approval date of the Prospectus.

3.2 Equity and consolidated debt

In accordance with paragraph 127 of the ESMA (European Securities and Markets Authority)

recommendations, the table below presents the consolidated equity and consolidated net financial

debt at 30 June 2016.

Equity and debt 30/06/2016 in € thousands

Total current financial liabilities 65,889

Current guaranteed financial liabilities -

Current pledged financial liabilities -

Current financial liabilities not guaranteed or pledged 65,889

Total non-current financial liabilities (excluding

current part of long-term payables)

162,761

Non-current guaranteed financial liabilities -

Non-current pledged financial liabilities -

Non-current financial liabilities not guaranteed or pledged 162,761

Equity – Group share 108,330

Share capital and additional paid-in capital 37,001

Legal reserves 1,223

Other reserves 70,106

Notes:1. Equity as reported above includes the allocation of earnings for the Company's financial year ended 29 February 2016 as determined by the Combined Shareholders' Meeting of 29 July 2016.

2. Changes in OCI (changes in financial instruments, foreign exchange gains and losses) have not been included in equity as reported above.

3. Since the latest published financial information, percentage holdings have changed, resulting in an increase in the Group's share of other reserves in the amount of €1,381 thousand. The impact of this has not been included in equity as reported above.



39

Net financial debt 30/06/2016 in € thousands

A - Cash 8,029

B - Cash equivalent -

C - Investment securities 12

D - Liquidity (A+B+C) 8,041

E - Short-term financial receivables 16,854

F - Short-term bank payables 22,699

G - Portion of medium- and long-term payables due in under one

year

41,370

H - Other short-term financial payables 1,820

I - Current short-term financial liabilities (F+G+H) 65,889

J – Net short-term financial debt (I-E-D) 40,995

K - Bank loans maturing in over one year 39,561

L - Bonds issued 99,112

M - Other loans maturing in more than one year 24,089

N - Net medium- and long-term financial debt (K+L+M) 162,761

O - Net financial debt (J+N) 203,756

At the date of this securities note, there has been no notable change in net financial debt and equity.

Furthermore, there are no indirect or conditional payables.

3.3 Interests of natural and legal persons participating in the Offering

The Bookrunner and/or some of their affiliates, including Midcap Partners as an agent connected to

the Bookrunner and Advisor of the Company in the context of the Offering, have rendered and/or may

render in the future various banking, financial, investment, commercial or other services to the

Company, its affiliates or its corporate officers in the course of which they have received or may

receive compensation. Since 8 November 2013, the Company has entrusted Louis Capital Markets

with the implementation of a liquidity agreement in relation to its shares.

In addition, it is stated that, as part of the Offering, Yeled Invest, the Company's majority shareholder,

will transfer a portion of the Company shares it owns.



40

3.4 Reasons for the Offering and planned use of net proceeds

The Offering is being carried out in particular in order to increase the share of the free float in the

Company’s capital and to find investors to accompany the Group over the long term alongside the

majority shareholder.

The Primary Offering will enable the Company's financial structure to be strengthened and

will increase its financial flexibility by increasing its equity. Moreover, around 50% of the net

proceeds from the issue of the New Shares will be allocated to accelerating the Group's organic

growth in France and abroad, notably through the opening of Large Stores (mixed stores and

megastores of more than 800 m2) adapting the "one-stop-shopping" concept to offer the entire range

of mother and child textiles as well as a very wide range of childcare products within the same store.

The proceeds of the Secondary Offering will be levied by Yeled Invest and will enable it to reduce its

indebtedness.

4. INFORMATION CONCERNING THE SECURITIES TO BE ISSUED AND ADMITTED TO

TRADING ON THE EURONEXT PARIS MARKET

4.1 Type, class and dividend rights of the shares to be offered and admitted to trading

Type and number of securities for which a request is being made for a stock exchange listing

1,916,934 new shares of the same class as the existing shares to be issued as part of a capital

increase without preferential subscription rights to be subscribed in cash by way of public offering, up

to a maximum of 2,204,474 new shares in the event of full exercise of the Extension Clause (together,

the "New Shares"). This amount can be increased by a maximum of 330,671 shares in the event of

exercise of the Over-allotment Option (the "Additional New Shares"), which would therefore result in

a total number of 2,535,145 newly issued shares in the context of the Offering.

The New Shares and any Additional New Shares are ordinary Company shares and will be equivalent

to the Company's existing shares from the time of their issue.

Name of shares: ORCHESTRA-PREMAMAN

ISIN code: FR0013190410

Ticker: KAZI

Compartment: Compartment B

Activity sector:

NAF code: Retail clothing business in specialised stores (4771Z)

ICB classification: 3760, Personal Goods

It should also be noted that the Offering relates to both New Shares and Additional New Shares to be

issued, offered by the Company in a primary offering (the "Primary Offering"), and to 958,466 existing

shares, which may be increased to 1,885,782 in the event of additional sales accompanying the full

exercise of the Extension Clause and the Over-allocation Option (the "Assigned Shares") offered by

Yeled Invest, in the capacity of assigning shareholder, in a secondary offering (the "Secondary

Offering"). The New Shares, the Additional New Shares and the Assigned Shares (together, the

"Shares Offered"), will be offered simultaneously in a single Offering and under the same conditions.



41

4.2 Applicable law and jurisdiction

The Company's shares are subject to French law.

The courts with jurisdiction in the event of a dispute with the Company will be those in the location of

the registered office of the Company when the Company is a defendant and are selected according to

the nature of the dispute when the Company is a plaintiff, unless stated otherwise in the French Code

of Civil Procedure.

4.3 Form and registration of the Company shares

The Company's shares may be registered or listed as bearer shares, at the discretion of the

shareholders. In accordance with Article L. 211-3 of the French Monetary and Financial Code, they

must be registered in a securities account held by the Company or an authorised intermediary, as the

case may be.

Accordingly, rights of the holders shall be represented by an entry in a securities account in their name

on the books:

of Caceis Corporate Trust, 14, rue Rouget de Lisle - 92189 Issy Les Moulineaux appointed by the

Company, for shares retained in fully registered form (nominative pure);

of an authorised intermediary of their choice and of Caceis Corporate Trust, 14, rue Rouget de

Lisle - 92189 Issy Les Moulineaux, appointed by the Company, for administered registered

shares; and

of an authorised intermediary of their choice in the case of bearer shares.

In accordance with Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, the

shares are transferred between accounts and ownership of the shares is transferred once they have

been registered in the buyer's securities account.

Euroclear France, which will handle the payment of shares between custodians, will make an

application for admission to trading of New Shares and Additional New Shares.

According to the provisional timetable, it is envisaged that the Company's shares will be registered in a

securities account as of 4 October 2016.

4.4 Currency

The Offering will take place in euros.

4.5 Rights attached to the shares

The shares are subject to all the stipulations of the articles of association as amended by the Ordinary

and Extraordinary Shareholders' Meetings held on 29 July 2016. According to current French

legislation and the Company's articles of association which will govern the Company following said

listing, the principal rights attached to the shares are outlined below:

Dividend right - the right to a share in the Company's profits

The Company's shareholders are entitled to profits under the conditions defined by Articles L. 232-10

et. seq. of the French Commercial Code.



42

The Shareholders' Meeting, when approving the financial statements for the year, may grant a

dividend to all shareholders (Article L. 232-12 of the French Commercial Code).

Interim dividend payments may also be made before the financial statements for the year have been

approved (Article L. 232-12 of the French Commercial Code).

The Shareholders' Meeting may offer all Shareholders, for all or some of the dividends or interim

dividends paid out, an option to receive the dividends or interim dividends either in cash or in shares

issued by the Company (Articles L. 232-18 et. seq. of the French Commercial Code).

Dividends must be paid out within nine months following the end of the year. This deadline may be

extended by way of a legal decision.

Any proceedings against the Company regarding dividend payments due for the shares will be time-

barred after a period of five years following their collectability date. Furthermore, dividends not claimed

within five years of their collectability date will be forfeited to the French State.

Dividends paid to non-residents are in principle subject to withholding tax (see Section 4.11.2 below).

The Company's dividend policy is outlined in detail in Section 20.3 of the Registration Document.

Preferential subscription rights

Unless waived by the shareholders, the shares include a preferential right to subscribe to capital

increases. Shareholders have, in proportion to the value of their shares, a preferential right to

subscribe for shares issued for cash to complete an immediate or future capital increase. During the

subscription period, this right is negotiable when it is detached from negotiable shares. Otherwise, this

right can be assigned under the same conditions as the share itself. Shareholders may act individually

to waive their preferential subscription rights (Articles L. 225-132 and L. 228-91 of French Commercial

Code).

Voting rights and right to information

Voting rights attached to equity shares or dividend shares are proportional to the percentage of the

capital they represent. Each share carries entitlement to one vote subject to the provisions below.

When the shares are the subject of usufruct, the voting rights attached to the shares belong to the

usufructuaries in the Ordinary Shareholders' Meetings and to the bare owners in the Extraordinary

Shareholders' Meetings.

Pursuant to Act no. 2014-384 of 29 March 2014 for the support of the real economy (published on 1

April 2014), every shareholder, upon evidence that his/her Company shares have been held in a

registered account for at least two years (as from the date this act was published), now has a double

voting right since 3 April 2016.

In accordance with Article L. 225-123 para. 2 of the French Commercial Code, in the event of a capital

increase through the incorporation of reserves, profits or issue premiums, the double voting right is

granted from the time they are issued to the new shares granted free of charge to a shareholder in the

same way as old shares for which they already enjoy this right.

This double voting right may be exercised at any meeting and ceases by operation of law when the

share is converted to a bearer share or when its ownership is transferred.



43

Each share also carries entitlement to be notified on the Company's progress and to receive certain

corporate documents at times and under conditions stipulated by law and by the articles of

association.

Right to a share in any surplus in the event of liquidation

Any equity remaining after reimbursement of the par value of the shares is distributed among the

shareholders in the same proportions as their stake in the share capital (Article L. 237-29 of the

French Commercial Code).

Buyback or conversion clauses

The Company's articles of association do not contain any clauses for the buyback or conversion of

ordinary shares.

Identification of the holders of securities

The Company remains up to date with the composition of its shareholder base under the conditions

stipulated by law. As such, the Company may make use of all legal provisions with a view to

identifying the holders of securities conferring voting rights at its shareholder meetings immediately or

in the future.

Crossing of statutory thresholds

In accordance with Article 12.2 of the Company's articles of association, any natural or legal person,

acting alone or in concert, who holds a fraction equal to 2.5%, 5%, 7.5%, 10%, 15%, 20%, 25%, 1/3,

50%, 90% or 95% of the share capital or voting rights, is required, within 15 days of the entry in the

securities account that allows this threshold to be reached or exceeded, to declare to the Company, by

registered letter with acknowledgement of receipt, the total number of shares and number of voting

rights held. This obligation also applies when the equity participation falls below the above thresholds.

If they have not been properly declared in accordance with the above conditions, the shares

exceeding the fraction that should have been declared are deprived of voting rights at all

Shareholders' Meetings held until the expiration of two years following the date of regularization of the

notification and this, subject to one or more shareholders holding at least 5% of the capital or voting

rights so requesting at the Shareholders' Meeting.

4.6 Authorisations

4.6.1 Shareholders' Meeting of the Company authorising the issue

The issue of New Shares and, if applicable, New Additional Shares, has been authorised by the 15th,

16th

and 18th

resolutions of the Company's Ordinary and Extraordinary Shareholders' Meetings held on

29 July 2016, the text of which is reproduced below:

“Fifteenth resolution (Delegation of authority to be granted to the Board of Directors to issue ordinary

shares giving, where appropriate, access to ordinary shares or to the allocation of debt securities (of

the Company or a Group company), and/or marketable securities giving access to ordinary shares to

be issued (by the Company or a Group company), without preferential subscription rights through a

public offering). — The Shareholders' Meeting, having acquainted itself with the report of the Board of

Directors and the special report by the Statutory Auditors and in accordance with the provisions of the

French Commercial Code, particularly its Articles L. 225-129-2, L. 225-136, L. 225-148 and L. 228-92:

1) Delegates to the Board of Directors its authority to issue, in one or more sessions, in proportions

and at times of its choosing, onto the French and/or international market, via a public offering, either in

euros, foreign currency or any other unit of account established by reference to a group of currencies:



44

– ordinary shares,

– and/or ordinary shares, carrying entitlement to the allocation of other ordinary shares or debt

securities,

– and/or marketable securities giving access to ordinary shares.

These securities may be issued as compensation for securities contributed to the Company as part of

a public exchange offering on securities meeting the conditions set by Article L. 225-148 of the French

Commercial Code.

In accordance with Article L. 228-93 of the French Commercial Code, the securities to be issued may

give access to ordinary shares to be issued by any company which directly or indirectly holds over half

of its share capital or in which it directly or indirectly holds more than half of the share capital.

2) Sets the validity period of this delegation to twenty-six months, starting from the date of this

Meeting.

3) The total nominal value of the ordinary shares issued under this delegation may not exceed

€20,000,000.

The nominal value of any ordinary shares to be issued to preserve the rights of holders of securities

convertible to equity, in accordance with the law and any contractual provisions for other adjustment

scenarios, will be added to this limit.

This amount is deducted from the maximum nominal value of the ordinary shares issued by virtue of

the sixteenth resolution.

The nominal value of the Company's debt securities which can be issued under this delegation may

not exceed €100,000,000.

This amount is deducted from the limit on the nominal value of the debt securities provided for in the

sixteenth resolution.

4) Decides to remove the preferential rights of shareholders to subscribe for ordinary shares and

securities convertible to equity and/or debt securities covered by this resolution, while leaving to the

Board of Directors the discretion to confer upon shareholders a right of priority, in accordance with the

law.

5) Decides that the sum due, or which should be due, to the Company for each of the ordinary shares

issued under this delegation of authority, after taking into account (if detachable warrants are issued)

the issue price of said warrants, will be at least equal to the minimum required by the statutory and

regulatory provisions in force at the time the Board of Directors implements the delegation.

6) Decides, if securities used to compensate the securities contributed to a public exchange offering

are issued, that the Board of Directors shall have, subject to the conditions set out in Article L. 225-148

of the French Commercial Code and within the limits set out above, the powers necessary to

determine the list of securities contributed to the exchange, set the issue conditions, the exchange

ratio and, if applicable, the amount of the cash balance to be paid, and to determine the arrangements

for the issue.

7) Decides that if the subscriptions have not absorbed all of an issue referred to in 1/, the Board of

Directors may use the following powers:



45

– limit the amount of the issue to the amount of the subscriptions, subject to any limits provided for

by regulations,

– freely distribute all or some of the unsubscribed securities.

8) Decides that the Board of Directors shall have, subject to the limits set out above, the necessary

powers to set the conditions of the issue(s), note any capital increases which may result from said

issue(s), make the necessary amendments to the articles of association, deduct, at its sole initiative,

the costs of the capital increases from the related premiums and deduct from this amount the sums

necessary to ensure that the legal reserve is a tenth of the new share capital after each increase and,

more generally, do whatever is necessary in similar matters.

9) Notes that this delegation renders any prior delegation made for the same purpose null and void.

Eighteenth resolution (Authorisation to increase the amount of the issues in the event of excess

demand).

The Shareholders' Meeting, after having acquainted itself with the report by the Board of Directors,

decides that, for each issue of ordinary shares or securities convertible to equity decided upon

pursuant to the fourteenth to sixteenth resolutions of this Meeting, the number of securities to be

issued may be increased subject to the conditions provided for by Articles L. 225-135-1 and R. 225-

118 of the French Commercial Code and up to the limits set by these Meetings, when the Board of

Directors notes excess demand."

4.6.2 Decision of the Board of Directors

In accordance with the delegations of authority referred to in section 4.6.1 of this securities note, the Board of Directors, at its meeting of 14 September 2016, has:

- decided to initiate a share capital increase in cash, with suppression of the preferential subscription

right, of a nominal value of 2,300,320.80 euros by issuance of 1,916,934 new shares of a nominal

value of 1.20 each, their number being augmented to a maximum of 2,204,474 new shares in case the

Board of Directors would decide, after the subscription period, to increase by a maximum of 15% the

number of new shares, in order to satisfy the eventual exceeding subscription demands;

- decided to fix the subscription price at 15.65 per share (including fees and expenses), i.e. a nominal

value of €1.20 and an issuance premium of €14.45, corresponding to the weighted average price for

the Company's shares over the last three trading sessions preceding the meeting of the Board of

Directors, reduced by a discount of 3.37%;

- decided that in case of exceeding demands, the amount of the share capital increase can be

augmented by a maximum of 15% by issuance of a maximum number of 330,671 additional new

shares, in accordance with the aforementioned 18th resolution;

- decides that the subscription offer will be addressed to the public (i) in the context of an offering in

France, in the form of a fixed price public offering primarily involving natural persons, between 16

September 2016 and 29 September 2016 and (ii) a global placement primarily involving institutional

investors in France and abroad (excluding, in particular, the United States of America), between 16

September 2016 and 30 September 2016, except for an early close of the offering;

- decided that if the entire 1,916,934 new shares to be issued in light of the present decision would not

be subscribed, taking into account the allocation principle between new shares and assigned shares



46

to be sold by Yeled Invest such as it is described in section 5.1.1 of the securities note, the share

capital increase will be cancelled and the subscription orders would be obsolete;

- decided that the shares to be issued, which will be settled and delivered on 4 October 2016 and

whose listing on Euronext Paris will be requested, will offer immediate entitlement and will be, as of

that date, fully assimilated to the existing shares, having the same rights and being subject to all the

provisions provided by law or the Company's articles of association; notably, the shares to be issued

will give right to any distribution which may be decided by a general meeting of the Company

subsequent to their issuance.

The final arrangements for these capital increases, particularly the Offering Price, shall be decided by

the Company's Board of Directors at a meeting which is expected to be held, according to the

provisional timetable, on 30 September 2016.

4.7 Expected settlement-delivery date of the New Shares

The settlement-delivery of the New Shares is expected to take place on 4 October 2016 according to

the provisional timetable in Section 5.1.1 of this securities note.

4.8 Restrictions on the free trading of Company shares

There are no statutory clauses restricting the free trading of the shares that make up the Company's

share capital.

A detailed description of the commitments entered into by the Company and some of its shareholders

can be found in Section 7.3 of this securities note.

4.9 French regulations for public offerings

The Company is already bound by the statutory and regulatory provisions in force in France relating to

mandatory public offerings, compulsory buy-outs and squeeze-outs.

4.9.1 Mandatory public offering

Article L. 433-3 of the French Monetary and Financial Code and Articles 234-1 et. seq. of the AMF

General Regulation set out the conditions for the obligatory filing of a proposed takeover bid, in order

for it to be declared compliant by the AMF, on all equity securities and securities convertible to equity

or to the voting rights of a company whose shares are admitted to trading on a regulated market.

4.9.2 Compulsory buy-outs and squeeze-outs

Article L. 433-4 of the French Monetary and Financial Code and Articles 236-1 et. seq. (compulsory

buy-outs), 237-1 et. seq. (squeeze-outs following a compulsory buy-out) and 237-14 et. seq.

(squeeze-outs following any public offering) of the AMF General Regulation provide the conditions for

filing a compulsory buy-out and implementation of a squeeze-out procedure of the minority

shareholders of a company whose shares are admitted to trading on a regulated market.

4.10 Takeover bids initiated by third parties on the share capital of the Company during the

last financial year and the current financial year

There were no takeover bids by third parties on the share capital of the Company during the last

financial year and the current financial year.

4.11 Withholding of taxes on dividends paid



47

This section summarises the tax regime applicable to withholding taxes on dividends paid by the

Company, in light of current French tax legislation and subject to the application of any international

tax agreements. They apply to shareholders who hold Company shares other than via a fixed base in

France or a stable establishment in France. The rules outlined below are likely to be affected by

legislative or regulatory changes (potentially with retroactive effect), or by a change in the way they are

interpreted by the French tax authorities. In any case, this information should not be treated as a

complete analysis of all tax effects likely to apply to the shareholders. Shareholders should consult

their usual tax advisor, to find out about the tax rules which apply to their particular case.

4.11.1 Shareholders with tax residence in France

This sub-section outlines the tax regime applicable to withholding taxes on dividends paid by the

Company to shareholders with tax residence in France. This information should not be treated as a

complete analysis of all tax effects likely to apply to shareholders resident for tax purposes in France.

Shareholders should consult their usual tax advisor to find out about the tax rules that apply to their

particular case.

a) Natural person shareholders with tax residence in France

The following paragraphs outline the tax regime applicable to the withholding taxes on dividends paid

by the Company to natural persons resident for tax purposes in France, who hold Company shares as

part of their private assets outside any share savings plan and who do not perform stock market

transactions in conditions analogous to those which characterise an activity conducted by a

professional in these types of transactions.

21% deduction and withholding tax

Pursuant to Article 117 quater of the French General Tax Code (the "CGI"), the dividends paid to

natural persons domiciled in France are subject to non-definitive income tax of 21% on the gross

amount of the dividend, with certain exceptions.

Natural persons who are part of a taxable household with a reference fiscal income for the year before

last of less than €50,000 (single, divorced or widowed taxpayers) or €75,000 (joint taxpayers), may

request exemption from the non-definitive withholding at source under the conditions provided for in

Article 242 quater of the CGI.

This non-definitive single amount is deducted by the company paying the dividends if it is based in

France. If it is not based in France, the dividends paid by the Company are declared and the

corresponding tax is paid, in the first 15 days of the month following the one in which the dividends

were paid, either by the taxpayer or by the company paying the dividends, when it is located in a

member state of the European Union, Iceland, Norway or Liechtenstein and has been appointed for

this purpose by the taxpayer.

This single, non-definitive payment is an income tax down payment and is deducted from the income

tax owed for the year in which it takes place, the surplus being returned.

Pursuant to Article 119 bis 2 of the CGI, subject to the provisions of international tax agreements

entered into by France, if they are paid outside France in a non-cooperative state or territory within the

meaning of Article 238-0 A of the CGI ("ETNC"), the dividends paid by the Company are subject to a

withholding tax of 75% of the gross dividend. The list of ETNCs is published by ministerial decree and

is updated annually.

Social security contributions



48

Gross dividends paid out by the Company are also subject to social security deductions at a general

rate of 15.5%, distributed as follows:

– the general social security contribution at 8.2%;

– contribution to the repayment of the social security debt, at 0.5%;

– the social security deduction at 4.5%;

– the additional contribution to the social security deduction at 0.3%; and

– the solidarity deduction of 2%.

These social security payments are deducted in the same way as the 21% single, non-definitive

deduction of income tax.

Other shareholders

Company shareholders subject to a tax regime other than those referred to above, notably taxpayers

whose securities transactions go beyond simple portfolio management or who have reported their

shares on the assets side of their commercial balance sheet, must consult their usual tax advisor to

find out about the tax regime applicable to their particular case.

b) Legal person shareholders with tax residence in France

Dividends paid by the Company to legal persons resident in France are not, in principle, subject to

withholding tax. However, if the dividends paid by the Company are paid outside France in a ETNC,

the dividends paid out by the Company will be subject to a 75% withholding tax.

4.11.2 Shareholders with tax residence outside France

This sub-section outlines the tax regime applicable to withholding taxes on dividends paid by the

Company to shareholders (whether natural or legal persons) with tax residence outside France.

In principle, the dividends paid out by the Company are subject to withholding tax, deducted by the

company paying the dividends when the tax residence or registered office of the beneficiary is located

outside France. This withholding tax is (i) 21% when the beneficiary is a natural person resident for tax

purposes in a member state of the European Union or a state that is party to the European Economic

Area agreement having signed an administrative assistance agreement with France to prevent fraud

and tax evasion, (ii) 15% when the beneficiary is a non-profit organisation with registered offices in a

member state of the European Union or a state that is party to the European Economic Area

agreement having signed an administrative assistance agreement with France to prevent fraud and

tax evasion and which would be taxed, were its registered offices in France, under the conditions

outlined in para. 5 of Article 206 of the CGI as interpreted by administrative doctrine (Bulletin Officiel

des Finances Publiques-Impôts BOI-IS-CHAMP-10-50-10-40-20130325) and (iii) 30% in other cases.

However, if they are paid outside France in a ETNC within the meaning of Article 238-0 A of the CGI,

the dividends paid out by the Company will be subject to withholding tax of 75%. The list of ETNCs is

published by ministerial decree and is updated annually.

Withholding tax may be reduced or even waived altogether, pursuant to (i) Article 119 ter of the CGI

applicable under certain conditions to legal person shareholders with their operational registered

offices in a member state of the European Union or in another state party to the Agreement on the



49

European Economic Area having entered into an administrative assistance agreement with France

with a view to combating fraud and tax evasion as interpreted by the Bulletin Officiel des Finances

Publiques-Impôts BOI-RPPM-RCM-30-30-20-10-20160607, (ii) any applicable international tax

agreements, or (iii) specific applicable rules in favour of foreign collective investment funds located in

another member state of the European Union or in a state or territory which has entered into an

administrative assistance agreement with France to combat fraud and tax evasion and which meets

the two following conditions: (y) raises capital from a certain number of investors with a view to

investing it, in accordance with a specific investment policy, in the interest of these investors, and (z)

present similar features to those of certain French collective investment funds (Bulletin Officiel des

Finances Publiques-Impôts BOI-RPPM-RCM-30-30-20-70-20130812). It is recommended that the

shareholders concerned consult their usual tax advisors to find out whether these provisions apply to

their particular case. Shareholders should also find out about the practicalities of application of

international tax agreements such as those provided for by the Bulletin Officiel des Finances

Publiques-Impôts BOI-INT-DG-20-20-20-20-20120912 on the "normal" or "simplified" procedure for

reducing or waiving of the withholding tax.

Tax residents outside France must also comply with tax legislation in force in their state of residence,

which may be amended as a result of the international tax agreement signed between France and that

state.

4.12 Legal regime for company savings plans in shares

Ordinary Company shares are assets eligible for company savings plans in shares for holders

domiciled in France.

In certain conditions, the company savings plans in shares carries entitlement:

– for the duration of the company savings plans in shares, to exemption from income tax and social

security contributions on income (capital gains on disposals, dividends, etc.) generated by

investments made in the company savings plans in shares, provided that the income is reinvested

in the company savings plans in shares; and

– at the time the company savings plans in shares closes (if this happens over five years after the

date of opening) or in the event of a partial withdrawal (if this happens over eight years after the

opening date of the company savings plans in shares), to exemption from income tax on the net

gain since the opening of the plan. However, the social security deductions, contributions

additional to this deduction, the CSG and the CRDS at a total rate of 15.5% still have to be paid on

these capital gains.

Capital losses on shares held under the company savings plans in shares may in principle only be

deducted from the capital gains from the same source (although specific rules apply to some cases of

company savings plans in shares closures). Shareholders should contact their tax advisor on this

matter.

Withdrawal or buyback before the end of the fifth year of the company savings plans in shares in

principle results in the net gain since the opening of the company savings plans in shares being taxed.

The tax rate, excluding social security deductions, is (i) 22.5% when withdrawal or buyback takes

place within two years of opening (Article 200 A of the CGI), (ii) 19% when the sale takes place two to

five years after the company savings plan in shares was opened. Social security contributions at a

total rate of 15.5% must be paid in addition to the tax.

The maximum payment into a "traditional" ordinary-law company savings plan in shares is €150,000

(€300,000 for a couple).



50

The 2014 finance law also created a new category of company savings plans in shares called "PME-

ETI", which has the same tax advantages as the company savings plan in shares. To be eligible,

securities must have been issued by a company with under 5,000 employees and which has yearly

revenue of no more than €1.5 billion or total assets not exceeding €2 billion. An application decree

(no. 2014-283) outlining these conditions was published on 5 March 2014. Payments are limited to a

maximum of €75,000 (€150,000 for a couple). The "PME-ETI" company savings plan in shares can be

combined with an ordinary company savings plan in shares. Each taxpayer may only hold one "PME-

ETI" company savings plan in shares.

At the date of this securities note, the Company’s shares are eligible for the "PME-ETI" company

savings plan in shares.

5. TERMS AND CONDITIONS OF THE OFFERING

5.1 Offering conditions, provisional timetable and subscription procedures

5.1.1 Offering conditions

The overall Offering (the "Offering") comprises:

a public offering in France in the form of a fixed price offering, mainly intended for natural persons,

the "Fixed Price Offering" or "FPO" ;

a Global Placement mainly intended for institutional investors, (the "Global Placement") made up

of:

– a placement in France; and

– an international private placement in certain other countries, except for, in particular, the

United States of America, Canada, Japan and Australia.

The Offering concerns both New Shares to be issued, offered by the Company in a Primary Offering,

and Assigned Shares offered by Yeled Invest, as the assigning shareholder, in the Secondary

Offering.

The Primary Offering will cover an initial maximum number of 1,916,934 New Shares to be issued via

a capital increase without preferential subscription rights for existing shareholders, to be subscribed in

cash via a public offering. The Secondary Offering will cover an initial number of 958,466 Existing

Shares.

Depending on the level of interest in the Offering, (i) the initial number of New Shares may be

increased by 15%, i.e. a maximum of 287,540 New Shares in case the Extension Clause is exercised

in full and, and by 15%, i.e. 330,671 in the event that the Over-allotment Option is exercised in full and

(ii) the initial number of Assigned Shares may be increased to 1,389,776 Assigned Shares in case the

Extension Clause is exercised in full and to 1,885,782 in case the Over-allotment Option is exercised

in full.

Public circulation of the shares in France will take place in accordance with the provisions of Articles P

1.2.1 et. seq. of book II of the Euronext market rules on the special rules applicable to French

regulated markets. The distribution of the Shares Offered between the Global Placement and the FPO

will take place depending on the nature and level of the demand in accordance with the principles

enshrined in Article 315-35 of the AMF General Regulation. Should demand for the FPO permit it, the

number of shares allocated to fulfil the orders issued as part of the FPO would be at least equal to



51

30% of the Shares Offered. Should demand for the FPO be lower than 10% of the Shares Offered, the

remaining non-allocated Shares Offered under the FPO will be offered as part of the Global

Placement.

The Shares Offered, that is, New Shares, Additional New Shares and Assigned Shares, will be offered

simultaneously in the Offering and under the same conditions, according to the following terms and

conditions:

- up to approximately €45 million, investors will be allocated 2 New Shares for every 1 Assigned

Share, it being specified that any order involving fewer than 3 shares or any portion of an order

that does not represent a multiple of 3 will be first fulfilled by New Shares;

- in excess of approximately €45 million and up to a maximum limit of approximately €70 million, in

the event that all or a portion of the Extension Clause and, where applicable, the Over-allotment

Option are exercised, investors will be allocated 3 Assigned Shares for every 2 New Shares (or

Additional New Shares, where applicable), it being specified that any portion of an order not

amounting to a multiple of 5 will be, where appropriate, fulfilled using both New Shares (or

Additional New Shares, where applicable) and Assigned Shares in the event of an even number,

and using Assigned Shares as a priority in the event of an odd number. However, it is specified

that this allotment could be subject to change if the Company's shares would be acquired for

stabilization purposes and would therefore reduce the number of Additional New Shares issued

pursuant to the Over-allotment Option.

Provisional timetable

14 September 2016 Setting of the Price of Shares Offered

15 September 2016 AMF visa on the Prospectus

16 September 2016 Publication of the press release announcing the Offering

Euronext notice upon the opening of the FPO

Opening of the FPO and the Global Placement

Suspension of the listing of Company shares on Euronext Paris

29 September 2016 Closing of the FPO at 5:00 p.m. (Paris time) for brokerage subscriptions

and at 8:00 p.m. (Paris time) for Internet subscriptions

30 September 2016 Closing of the Global Placement at 12:00 p.m. (Paris time)

Potential exercise of the Extension Clause

Publication of the press release indicating the results of the Offering

Euronext notice regarding the results of the Offering

Signature of the Investment Agreement

4 October 2016 Settlement-delivery of the FPO and the Global Placement



52

5 October 2016 Resumption of the listing of the Company's securities

Admission of the New Shares to trading on Euronext Paris

31 October 2016 Long-stop date for the exercise of the Over-allotment Option by the Lead

Manager and Bookrunner

End of the stabilization period

5.1.2 Amount of the Offering

See Section 8 "Expenses associated with the Offering" in this securities note.

5.1.3 Offering procedures and period

5.1.3.1 Main features of the Fixed Price Offering

Duration of the Fixed Price Offering

The FPO will begin on 16 September 2016 and will end on 29 September 2016 at 5:00 p.m. (Paris

time) for brokerage subscriptions and at 8:00 p.m. (Paris time) for Internet subscriptions, if this option

is granted by their financial intermediary. The FPO closing date may be changed (see Section 5.4 of

this securities note).

Number of shares offered under the Fixed Price Offering

A minimum of 10% of the Shares Offered under the Offering before the Over-allotment Option is

exercised (if applicable) will be offered under the FPO. Therefore, should demand for the FPO permit

it, the number of shares allocated to fulfil the orders issued as part of the FPO would be at least equal

to 10% of the Shares Offered.

The number of shares offered under the FPO may be increased or decreased depending on the

arrangements detailed in Section 5.1.1 of this securities note.

Authorised persons, receipt and transfer of orders

Persons authorised to issue orders for the FPO are natural persons of French nationality or those

resident in France or nationals of one of the states’ party to the agreement and the protocol on the

European Economic Area (member states of the European Union, Iceland, Norway and Liechtenstein,

hereafter "EEA states"), collective investment funds or French legal persons or those from another

EEA state which are not, within the meaning of Article L. 233-3 of the French Commercial Code,

controlled by entities or nationals of states other than EEA states, as well as investment associations

and clubs domiciled in France or EEA states whose members are French nationals or nationals of an

EEA state, subject to the stipulations in Section 5.2.1 of this securities note. Other persons must find

out about local investment restrictions, as indicated in Section 5.2.1 of this securities note.

Natural persons, legal persons and collective investment funds without accounts in France enabling

them to subscribe for shares under the FPO must open such an account with an authorised

intermediary when placing their orders.

Subscription orders must be signed by the person making the order or their representative or, in the

case of mandated management, their agent. In the latter case, the manager must:

either have a mandate with specific stipulations by which its customer is bound, for transactions in

which each investor is only authorised to place one order, to not place orders without having



53

sought and obtained written confirmation from the manager that they have not placed an order for

the same securities under the management mandate;

or implement any reasonable measure to prevent multiple orders (for example, information to the

customer by the manager that they have placed an order on their behalf and that, accordingly, the

customer cannot directly place an order of the same nature without notifying the manager in

writing, prior to completion of the transaction, of their decision so that the manager can cancel the

corresponding order).

Categories of orders that can be issued in response to the FPO

Individuals who wish to participate in the FPO must submit their orders to an authorised financial

intermediary in France no later than 29 September 2016 at 5:00 p.m. (Paris time) for brokerage

subscriptions and 8:00 p.m. for Internet subscriptions, if this method is provided by their financial

intermediary, unless there is an early closing or an extension is granted.

A Orders

Pursuant to Article P 1.2.16 of book II of the Euronext market rules on the special rules applicable to

French regulated markets, orders will be broken down according to the number of securities

requested:

A1 orders: from 1 share up to 75 shares (inclusive); and

A2 orders: over 75 shares.

Notification of the FPO result which will be published by Euronext must indicate any reductions applied

to orders. A1 orders: will have preferential treatment in relation to A2 orders if it is not possible to fully

satisfy all orders.

It is also specified that:

each A order must be placed for at least 1 share;

one person issuing an A order may only issue one A order. This A order may not be split between

several financial intermediaries and must be entrusted to a single financial intermediary;

each member of a taxable household may transfer an A order. Orders by minors shall be made by

their legal representative. Each of these A orders will benefit from the advantages normally

granted to them. In the event of reduction, this will apply separately from the orders of each of the

members of the taxable household;

no A orders may be placed for a number of shares representing over 20% of the number of shares

offered under the FPO;

there may be reductions on some orders, in line with the procedures outlined below;

if the application of the reduction rate(s) does not lead to the allocation of a full number of shares,

the figure will be rounded down to the next full number;

A orders shall be expressed as numbers of shares without any price indication and shall be

considered stipulated in the Offering Price; and



54

A orders shall be irrevocable, even in the event of reduction, subject to the indications in Section

5.5 of this securities note.

Authorised financial intermediaries in France will send the orders to Euronext, according to the

timetable and the procedures set out in the FPO opening notice which will be circulated by Euronext.

Orders shall be null and void if the Company's press release indicating the final arrangements for the

Global Placement Global and the FPO are not circulated.

Order reductions

A1 orders take priority over A2 orders. A reduction rate of up to 100% may be applied to A2 orders to

service A1 orders.

Reductions will be proportional within each order category. If the application of the reduction

procedures does not result in a full number of shares, the figure will be rounded down to the next full

number.

Cancellation of orders

Subscription orders placed on the Internet under the FPO may be cancelled, via Internet, up to the

FPO closing date: 29 September 2016 at 8:00 p.m. (Paris time). Investors are responsible for

contacting their financial intermediaries to check the procedures for cancelling Internet orders and to

find out whether orders placed via other channels can be cancelled and if so, under what conditions.

Result of the FPO

The Company will announce the result of the FPO in a press release and a notification by Euronext

which is scheduled for circulation on 30 September 2016, unless the FPO closes early, in which case

the circulation of the press release and the notification should take place the day after closure of the

Offering.

This notification must specify any reduction applied to the orders.

5.1.3.2 Main features of the Global Placement

Duration of the Global Placement

The Global Placement will begin on 16 September 2016 and end on 30 September 2016 at 12:00

(Paris time). If the FPO closing date is postponed (see Section 5.4 of this securities note), the Global

Placement closing date may be extended accordingly.

The Global Placement may be closed early without notice (see Section 5.4 of this securities note).

Persons authorised to issue orders for the Global Placement

The Global Placement is mostly aimed at institutional investors inside and outside France (except the

United States of America, Australia, Canada and Japan).

Orders which can be issued under the Global Placement

Orders must be expressed as a number of shares or as an amount requested.

Receipt and transfer of orders under the Global Placement

To be accepted, Global Placement orders must be received by the Bookrunner no later than 30

September at 12:00 p.m. (Paris time), except in the case of early closing.

Only orders in euros above or equal to the Offering Price will be taken into consideration in the

allocation procedure.



55

Order reductions

Global Placement orders may be reduced in whole or in part.

Cancellation of orders

Any Global Placement order may be cancelled with the Bookrunner which took the order no later than

30 September 2016 at 12:00 p.m. (Paris time), except in the case of early or postponed closing.

Result of the Global Placement

The Company will announce the result of the Global Placement in a press release and a notification by

Euronext which is scheduled for circulation on 30 September 2016, unless it closes early, in which

case the circulation of the press release and the notification should take place the day after closure of

the Offering.

5.1.4 Cancellation or suspension of the Offering

The Offering must take place subject to the issue of the certificate of the depositing entity of the funds

confirming the subscription for New Shares. The Offering may be cancelled by the Company on the

settlement-delivery date if the certificate of the depositing entity of the funds has not been issued.

If the depositing entity does not issue a certificate, this information will be revealed in a press release

issued by the Company and a notification by Euronext. In this case, subscription orders would be

retroactively cancelled.

Furthermore, if the amount of subscription or purchase orders received in the context of the Offering

does not reach a minimum amount of approximately €45 million (i.e. approximately €30 million for the

Primary Offering and approximately €15 million for the Secondary Offering), the Offering will be

cancelled and the subscription orders will be obsolete.

5.1.5 Order reductions

See Section 5.1.3 of this securities note for a description of the reductions on orders issued under the

Offering.

5.1.6 Minimum or maximum number of shares that may be part of an order

The minimum or maximum number of shares for which orders can be made under the FPO is outlined

in Section 5.1.3 of this securities note.

There is no minimum or maximum for orders issued for the Global Placement.

5.1.7 Cancellation of subscription orders

Orders issued under the Fixed Price Offering and the Global Placement may be cancelled under the

conditions set forth in Sections 5.1.3.1 and 5.1.3.2 of this securities note.

5.1.8 Payment of funds and delivery of the Shares Offered

The price of the Shares Offered (see Section 5.3 of this securities note) under the Offering must be

paid by the ordering parties on or before the settlement-delivery date of the Offering, i.e. 4 October

2016, according to the provisional timetable.

The shares will be recorded in the ordering parties' accounts as soon as possible following the

publication of the Euronext notice of the results of the Offering.



56

5.1.9 Publication of the results of the Offering

The final results and terms and conditions of the Offering will be communicated in a press release

issued by the Company and a Euronext notice due to be released on 30 September 2016, except in

the event of early closing, it being understood that the period of the FPO must be no less than three

(3) trading days (see Section 5.4 of this securities note), in which case the press release and notice

must be published on the day after the closing of the Offering.

5.1.10 Preferential subscription rights

The capital increase carried out as part of the Offering will be with cancellation of preferential

subscription rights.

5.2 Distribution and allotment of the Shares Offered

5.2.1 Categories of potential investors - Countries in which the Offering will be open -

Restrictions applicable to the Offering

5.2.1.1 Categories of potential investors and countries in which the Offering will be open

The Offering comprises:

a public offering in France in the form of a Fixed Price Offering, primarily intended for natural

persons;

a Global Placement primarily intended for institutional investors, made up of:

– one placement in France; and

– an international private placement in certain other countries, except for, in particular, the

United States of America, Canada, Japan and Australia.

5.2.1.2 Restrictions applicable to the Offering

The distribution of this securities note, of the summary of the Prospectus and of any other document or

information relating to the transactions referred to in this securities note, or the offering or sale or

subscription of Company shares may, in certain countries, including the United States of America, be

subject to specific regulations. Persons in possession of the aforementioned documents must check

any and all restrictions imposed by local regulations and must comply therewith. Authorised

intermediaries must not accept orders from any customer whose address is in a country where such

restrictions apply and any such orders shall be deemed null and void. Persons (including trustees and

nominees) in receipt of the Prospectus or any other document or information relating to the Offering

may distribute it only within or send it only to such countries in compliance with the laws and

regulations applicable in said countries. Any person who, for any reason whatsoever, distributes or

enables the distribution of the aforementioned documents in such countries, must draw the attention of

the addressee to the provisions of this section.

This Prospectus, its summary and the other documents relating to the transactions referred to in this

Prospectus, shall not constitute an offer to sell or the solicitation of an offer to subscribe for securities

in any country in which such an offer or solicitation may be illegal. This Prospectus has not been

registered or approved outside of France.

Restrictions relating to the United States of America



57

The Company shares have not been, and will not be, registered under the U.S. Securities Act of 1933,

as amended (the "Securities Act"), or any other U.S. stock exchange regulatory authority.

Accordingly, the Company shares may not be offered, sold, assigned, or transferred in any way to the

United States of America, either on behalf or in favour of any U.S. persons, unless they are registered

or as part of a transaction exempt from registration under the Securities Act.

Neither the Prospectus nor its summary, nor any other document prepared in relation to the Offering

may be distributed in the United States of America.

Restrictions relating to the Member States of the European Economic Area (excluding France)

With regard to the Member States of the European Economic Area, other than France, that have

implemented the Prospectus Directive (a "Member State"), no action has been nor will be taken for

the purposes of enabling a public offering of Company shares requiring the publication of a prospectus

in any such Member States. Consequently, the Company shares may only be offered in these States

to:

a) qualified investors, as defined in the Prospectus Directive, in accordance with Article 3.2(a) of the

Prospectus Directive;

b) fewer than 100, or if the Member State has implemented the relevant provision of the Amending

Prospectus Directive, 150 natural persons or legal entities (other than qualified investors as

defined in the Prospectus Directive), subject to the prior consent of the investment institutions

appointed by the Company for such offering, in accordance with Article 3.2(b) of the Prospectus

Directive and Article 1.3(a)(i) of the Amending Prospectus Directive; or

c) investors acquiring these securities for a total price of at least €50,000 per investor, or at least

€100,000 if the Member State has implemented the relevant provision of the Amending

Prospectus Directive; or

d) in any other cases where the publication of a prospectus is not required under the provisions of

Article 3 of the Prospectus Directive;

and on the condition that none of the offers mentioned in paragraphs (a) to (c) above require the

publication of a prospectus by the Company or the investment institutions in accordance with the

provisions of Article 3 of the Prospectus Directive or a supplement to the prospectus in accordance

with the provisions of Article 16 of the Prospectus Directive.

For the purposes of this paragraph, (i) the concept of a "public offering" in any Member State means

the communication in any form and by any means whatsoever of information on the offer conditions

and on the shares to be offered, sufficient to enable an investor to decide whether or not to purchase

or subscribe for these shares, including any potential amendments by the Member State by any

implementing measure of the Prospectus Directive, (ii) the term "Prospectus Directive" means

Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as

amended, including by the provisions of the Amending Prospectus Directive, once it has been

implemented by the Member State) and includes any implementing measure of this Directive in each

Member State, and (iii) the term "Amending Prospectus Directive" means Directive 2010/73/EU of

the European Parliament and of the Council of 24 November 2010.

These selling restrictions shall apply in addition to all other selling restrictions applicable in the

Member States that have implemented the Prospectus Directive.

Restrictions relating to the United Kingdom



58

The Prospectus is distributed and intended only for persons who (i) are located outside of the United

Kingdom, (ii) are "investment professionals" (namely persons with professional investment experience)

in accordance with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)

(the "FSMA") Order 2005 (the "Order"), (iii) are "high net worth entities", or any other person falling

within the scope of application of Article 49(2) (a) to (d) of the Order ("high net worth companies",

"unincorporated associations", etc.) or (iv) are persons to whom an invitation or inducement to engage

in investment activity (within the meaning of Section 21 of the FSMA) may be legally communicated or

sent (hereinafter collectively known as "Qualified Persons").

Any invitation, offer or agreement to subscribe for Company shares may be offered and/or entered into

only with Qualified Persons. The Company shares referred to in the Prospectus must not be offered or

issued to any persons located in the United Kingdom other than Qualified Persons. No persons other

than Qualified Persons may act or rely on the Prospectus or any of its provisions. Persons in charge of

the distribution of the Prospectus must comply with the legal conditions for the distribution of the

Prospectus.

Restrictions relating to Australia, Canada and Japan

The Shares Offered must not be offered or sold in Australia, Canada or Japan.

5.2.2 Subscription intentions of the main shareholders of the Company or members of its

administrative, management, supervisory or other bodies representing a subscription

order of more than 5%

None.

5.2.3 Pre-allotment information

This information appears in sections 5.1.1 and 5.1.3 of this securities note.

5.2.4 Notification to subscribers

With regard to the FPO, investors who have placed subscription orders will be informed of their

allocations by their financial intermediary.

With regard to the Global Placement, investors who have placed subscription orders will be informed

of their allocations by the Bookrunner.

5.2.5 Extension Clause

Depending on demand, the Company may, with the agreement of the Bookrunner, decide to increase

the number of New Shares originally offered by a maximum of 15%, i.e. to a maximum of 287,540

New Shares (the "Extension Clause"). The exercise of the Extension clause will be contemporaneous

to the sale of a maximum of 431,310 additional Assigned Shares.

The decision whether or not to exercise the Extension Clause will be made on the day of the closing of

the FPO and the Global Placement and will be mentioned in the Company press release and the

Euronext notice announcing the results of the Offering, namely, for indicative purposes, 30 September

2016.

5.2.6 Over-allotment Option

In order to cover any potential over-allotment, the Company will grant to the Lead Manager and

Bookrunner an over-allotment option (the "Over-allotment Option") enabling the subscription of



59

Additional New Shares up to a maximum of 15% of the number of New Shares, after the potential

exercise of the Extension Clause, i.e. a maximum of 330,671 Additional New Shares, at the Offer

Price. The exercise of the Over-allotment Option will be contemporaneous to the sale of a maximum of

496,006 additional Assigned Shares.

This Over-allotment Option may be exercised only once, at any time, in full or in part, during a period

of 30 calendar days from the day on which the Offer Price is set, i.e. provisionally, no later than 31

October 2016 (inclusive).

In the event of the exercise of the Over-allotment Option, the Company will issue a press release to

inform the public of this exercise and of the number of Additional New Shares to be issued.

5.3 Price of Shares Offered

€15.65 per Share Offered (the "Offering Price"), i.e. a nominal value of €1.20 and an issuance

premium of €14.45, corresponding to the weighted average price for the Company's shares over the

last three trading sessions preceding the setting of the price on 14 September 2016 after market close,

reduced by a discount of 3.37%.

The price of €15.65 per share is therefore in compliance with the minimum price requirements set forth

in Articles L. 225-136 and R. 225-119 of the French Commercial Code.

5.4 Early closing or extension of the Offer

The closing dates of the Global Placement and the FPO may be brought forward (assuming that the

FPO period does not fall below three trading days) or extended in accordance with the following

conditions:

If the closing date is brought forward, the new closing date shall be the subject of a press release

issued by the Company and a Euronext notice announcing this change and published no later

than the eve of the new closing date.

If the closing date is extended, the new closing date shall be the subject of a press release issued

by the Company and a Euronext notice announcing this change and published no later than the

eve of the original closing date. Under these circumstances, the orders issued under the Fixed

Price Offer prior to the publication of the aforementioned Company press release and Euronext

notice shall be retained except where they have been expressly revoked prior to the new FPO

closing date (inclusive).

5.5 Significant changes to the Offer conditions

In the event of a significant change to the original Offer conditions not referred to in this securities

note, a supplementary note to the Prospectus shall be submitted to the AMF for approval. The orders

issued under the FРО and the Global Placement shall be deemed null and void if the AMF does not

approve this supplementary note to the Prospectus. The orders issued under the FPO and the Global

Placement prior to the release of the supplementary note to the Prospectus approved by the AMF may

be revoked during a minimum period of two trading days following the release thereof.

5.6 Restrictions to or cancellation of the preferential subscription right

The New Shares and the Additional New Shares are issued in accordance with the 15th and 18th

resolutions of the Company's Ordinary and Extraordinary Shareholders' Meeting held on 29 July 2016



60

approving a capital increase with cancellation of preferential subscription rights by way of a public

offering (see Section 4.6.1 of this securities note).

5.7 Price disparity

Not applicable.

5.8 Placement

5.8.1 Contact details for the financial institutions responsible for the placement

Lead Manager and Bookrunner:

Louis Capital Markets

96, Boulevard Haussmann

75008 Paris

5.8.2 Contact details for the institution in charge of the securities, financial and depositary

services

The Company's securities service (management of the share register) and financial service (payment

of dividends) shall be performed by Cacéis Corporate Trust (14, rue Rouget de Lisle - 92189 Issy Les

Moulineaux), who shall issue the funds deposit certificate for this capital increase.

5.8.3 Guarantee

The Offer is not subject to a guarantee contract.

5.8.4 Lock-up arrangements

This information appears in Section 7.3 of this securities note.

5.8.5 Settlement-delivery date of the Shares Offered

The settlement-delivery of the New Shares is expected to take place on 4 October 2016.

6. ADMISSION TO TRADING AND TRADING CONDITIONS

6.1 Admission to trading

A request has been sent for the New Shares and the Additional New Shares (in the event of the

exercise of the Over-allotment Option) to be admitted for trading on Euronext Paris, Compartment B.

The trading conditions for all of the shares will be set out in a Euronext notice to be published on 30

September 2016.

The listing of the New Shares and the Additional New Shares on the Euronext Paris regulated market

is due to occur on 5 October 2016.

6.2 Place of listing

As at the date of the Prospectus, the Company shares will be listed for trading on the Euronext Paris

market (Compartment B).



61

6.3 Liquidity agreement

Since 8 November 2013, the Company has entrusted Louis Capital Markets with the implementation of

a liquidity agreement on its shares. This liquidity agreement, in compliance with the AMAFI

(Association française des marchés financiers) ethics charter, covers the management of the

Company's securities on the Euronext Paris market.

6.4 Stabilisation

Under the terms of an agreement between the Company and the Lead Manager Bookrunner, the latter

acting in its capacity as stabilisation manager, in its own name and on its own behalf (the

"Stabilisation Manager"), may (but is under no circumstances obliged to) carry out stabilisation

transactions in compliance with applicable legal and regulatory provisions, in particular those of

Commission Regulation (EC) no. 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC

of the European Parliament and of the Council of 28 January 2003 regarding insider trading and

market manipulation (the "European Regulation"). It is specified that there is no assurance that such

transactions will be carried out and in any event this agreement may be terminated at any time and

without warning.

The purpose of the stabilisation transactions is to stabilise or support the market price of the shares.

They are likely to have an effect on the market price of the shares and may lead to the setting of a

higher market price than would be set if they were not carried out. In the event of their implementation,

such interventions may take place, at any time, during a period of 30 calendar days from the closing

date of the Offering, i.e. according to the provisional timetable, until 31 October 2016 (inclusive).

Pursuant to Article 10-1 of the European Regulations, stabilisation transactions may not be carried out

at a price higher than the Offer Price.

The relevant market authorities and the public shall be kept informed by the Stabilisation Manager in

accordance with Article 9 of the European Regulations and Article 631-10 of the AMF's General

Regulations.

6.5 Suspension of the share price

Given its current free float and the low liquidity of its shares, which could lead to erratic share price

movements, the Company, under its own responsibility, has asked Euronext Paris to suspend its

share price listing from 16 September 2016 in order to facilitate the smooth operation of the Offering.

The share price listing on Euronext Paris will resume on the day on which the New Shares are

admitted to trading on Euronext Paris, i.e. according to the provisional timetable, 5 October 2016.

7. HOLDERS OF SECURITIES WISHING TO SELL THEM

7.1 Persons or entities wishing to sell equity shares or securities giving access to the

share capital

As part of the Secondary Offering, Yeled Invest, the Company's majority shareholder, will sell 958,466

Assigned Shares, which may be increased to a maximum of 1,885,782 Assigned Shares in the event

that the Extension Clause and Over-allocation Option are implemented in full.

7.2 Number and class of securities offered by holders of securities wishing to sell them

This information appears in Section 7.1 above.



62

7.3 Lock-up arrangements

7.3.1 Commitment to abstain

As part of the investment agreement to be entered into on 30 September 2016, the Company will

make a commitment to the Bookrunner, for a period of 180 days following the settlement-delivery date

of the Offering, without the prior consent of the latter (which shall not be unreasonably withheld or

delayed), to abstain from, (i) carrying out or committing to carry out any issue, offering or disposal, or

granting or committing to grant a promise to sell or purchase, pledge, directly or indirectly, or dispose

of in any other manner, shares or other financial securities giving entitlement or which may give

entitlement, directly or indirectly, immediately or in the future, in particular by conversion, exchange,

redemption, presentation of a warrant or in any other way, to the allocation of shares issued or to be

issued that represent a portion of the Company's share capital (”Equity Shares” or individually an

“Equity Share”), nor will it conclude any other transaction with an equivalent financial impact, (ii)

proceeding, or committing to proceed, with any option or hedging transactions with the aim or likely

result of a transfer of Equity Shares, or any other transaction with an equivalent financial impact, or (iii)

publicly announcing any intention to perform one or more of the operations listed in (i) or (ii)

hereinabove. In particular, the Company will commit not to undertake or agree to undertake any swap

contract or other agreement transferring to a third party, in full or in part, the economic effects of

ownership of Equity Shares, whether these transactions give rise to payment in Equity Shares or other

securities, or payment in cash or otherwise.

The following are excluded from the scope of this section 7.3.1:

the New Shares and the Additional New Shares issued as part of the Offering;

the purchase and sale transactions performed under the liquidity agreement entered into by the

Company with Louis Capital Markets in compliance with the AMAFI ethics charter;

any transaction carried out as part of a share buyback programme in accordance with legal and

regulatory provisions and applicable market rules;

Equity Shares that may be issued, offered or assigned to employees and/or corporate officers of

the Company and/or the companies of its Group as part of future plans, approved as at the date

hereof or to be approved in the future by the Company Shareholders' Meeting; and

Equity Shares that may be issued, offered or sold as part of any merger or the acquisition of

securities or assets of any other entity, including as part of any alliance or merger operation with

the company Destination Maternity (as described in paragraph 4.3.2 of the Registration Document

and Section 2 of this securities note).

7.3.2 Commitment to retain

Yeled Invest, the Company's majority shareholder holding 90.55% of the share capital and 93.92% of

the voting rights of the Company as at the date of this securities note, will make a commitment to the

Bookrunner not to, without the prior consent of the latter (which shall not be unreasonably withheld or

delayed), for a period of 180 days following the settlement-delivery date of the Offering, (i) offer,

assign, sell, where appropriate, issue or otherwise transfer (notably by market transaction, private

placement or over-the-counter disposal), directly or indirectly (including via the use of any financial

instruments or other option products), Equity Shares, (ii) publicly announce its intention to perform any

such offering, sale, issue, promise or transfer or any other transaction with an equivalent financial

impact, and (iii) agree to pledge, grant entitlement, guarantee, privilege or other security of any nature



63

whatsoever on Equity Shares, it being specified that the following are excluded from the scope of this

section 7.3.2:

the Shares Sold as part of the Secondary Offering;

any lending of Company shares granted as part of the Offering in favour of Louis Capital Markets

for the requirements of the Over-allotment Option and/or the stabilisation transactions described in

Section 6.4 of the securities note;

any transaction involving the transfer of Equity Shares as part of a public offering of Company

securities;

any transaction involving the transfer of Equity Shares concluded with any other person (affiliated

or not with the assigning shareholder), provided that the assignee makes the same commitments

to retain; and

any transaction involving Equity Shares acquired by the assigning shareholder subsequent to the

settlement-delivery date of the Offering.

8. EXPENSES RELATED TO THE OFFERING

The maximum total amount of all expenses related to the Offering is estimated at approximately

€2,782,658, of which approximately €1,890,136 relating to the Primary Offering, which will be borne by

the Company, and approximately €892,522 relating to the Secondary Offering, which will be borne by

Yeled Invest.

The gross proceeds from the issue of the New Shares will be approximately €30,000,017, and may be

increased to approximately €34,500,018 in the event of the full exercise of the Extension Clause and

to approximately €39,675,019 in the event of the full exercise of the Extension Clause and the Over-

allotment Option.

The net proceeds from the issue of the New Shares will be approximately €28,332,888, and may be

increased to approximately €32,729,189 in the event of the full exercise of the Extension Clause and

to approximately €37,784,883 in the event of the full exercise of the Extension Clause and the Over-

allotment Option.

The gross proceeds from the sale of Assigned Shares will be approximately €14,999,993, that may be

increased to approximately €21,749,994 in case of additional sales of shares simultaneously to the full

exercise of the Extension Clause and approximately €29,512,488 in case of additional sales of shares

simultaneously to the full exercise of the Extension Clause and the Over-allotment Option.

The net proceeds from the sale of Assigned Shares will be approximately €14,441,174 , that may be

increased to approximately €21,036,400 in case of additional sales of shares simultaneously to the

full exercise of the Extension Clause and approximately €28,619,966 in case of additional sales of

shares simultaneously to the full exercise of the Extension Clause and the Over-allotment Option.



64

9. DILUTION

9.1 Impact of the Offering on the equity of the Company

Based on the consolidated equity as at 30 June 2016 and the total number of shares making up the

share capital of the Company as at the date of the Prospectus, and a price at the midpoint of the

provisional range of the Offer Price, the equity per share, before and after completion of the Primary

Offering, would be as set out below (net of legal, accounting and administrative costs and the

compensation of financial intermediaries on the issue premium, with no tax effect), based on the

following assumptions:

Share of equity (in

euros)*

Before the completion of the Offering 6.77



the Primary Offer and approximately €15 million regarding the

Secondary Offer)

7.63




Secondary Offer)

7.88

(*) At its meeting on 31 August 2016, the Company's Board of Directors decided to allocate 52,706 bonus shares representing approximately 0.3% of the Company's capital to certain Company managers, under certain performance conditions; said bonus shares may give rise to the allocation of existing shares or new shares.

9.2 Amount and percentage of dilution as a result of the Offering

Based on the total number of shares making up the share capital of the Company as at the date of the

Prospectus, the impact of the Offering on the stake in the share capital of the Company of a

shareholder holding 1% of the share capital as at the date of the Prospectus and not subscribing to

the Offering would be as set out below, based on the following assumptions:

Shareholder's stake

(%)*

Before the completion of the Offering 1%




Secondary Offer)

0.89%




Secondary Offer)

0.86%

(*) At its meeting on 31 August 2016, the Company's Board of Directors decided to allocate 52,706 bonus shares representing approximately 0.3% of the Company's capital to certain Company



65

managers, under certain performance conditions; said bonus shares may give rise to the allocation of existing shares or new shares.

9.3 Breakdown of share capital and voting rights

The tables below present the breakdown of the share capital and voting rights of the Company (i)

before the completion of the Offering, (ii) after the completion of the Offering at the minimum threshold

(i.e., approximately €45 million, of which approximately €30 million regarding the Primary Offer and

approximately €15 million regarding the Secondary Offer), and (iii) after the completion of the Offering

at its maximum amount (i.e., approximately €70 million, of which approximately €40 million regarding

the Primary Offer and approximately €30 million regarding the Secondary Offer).

It should be noted that the number of theoretical voting rights is calculated on the basis of all shares to

which voting rights are attached and is the basis on which the crossing of thresholds is calculated,

whereas the number of exercisable voting rights at the Shareholder's Meeting is calculated exclusive

of shares deprived of voting rights, namely the treasury shares held by the Company.

9.3.1 Before the Offering

Shareholde

rs

Number of

shares

% of share

capital

Number of

theoretical

voting

rights

% of

theoretical

voting

rights

Number of

exercisable

voting

rights

% of

exercisable

voting

rights

Yeled

Invest 14,491,380 90.55% 24,099,865 93.92% 24,099,865 98.60%

Public293,776 1.84% 342,531 1.33% 342,531 1.40%

Treasury

shares 1,217,809 7.61% 1,217,809 4.75% N/A N/A

Total16,002,965 100% 25,660,205 100% 24,442,396 100%

9.3.2 After the completion of the Offering at the minimum threshold (i.e., approximately €45

million, of which approximately €30 million regarding the Primary Offer and

approximately €15 million regarding the Secondary Offer)

Shareholde

rs

Number of

shares

% of share

capital

Number of

theoretical

voting

rights

% of

theoretical

voting

rights

Number of

exercisable

voting

rights

% of

exercisable

voting

rights

Yeled

Invest 13,532,914 75.52% 23,141,399 83.92% 23,141,399 87.79%

Public3,169,176 17.69% 3,217,931 11.67% 3,217,931 12.21%

Treasury

shares 1,217,809 6.80% 1,217,809 4.42% N/A N/A



66

Total17,919,899 100% 27,577,139 100% 26.359.330 100%

9.3.3 After the completion of the Offering at its maximum amount (i.e., approximately €70

million, of which approximately €40 million regarding the Primary Offer and

approximately €30 million regarding the Secondary Offer)

Shareholde

rs

Number of

shares

% of share

capital

Number of

theoretical

voting

rights

% of

theoretical

voting

rights

Number of

exercisable

voting

rights

% of

exercisable

voting

rights

Yeled

Invest 12,605,598 68% 22,214,083 78.79% 22,214,083 82.34%

Public4,714,703 25.43% 4,763,458 16.89% 4,763,458 17.66%

Treasury

shares 1,217,809 6.57% 1,217,809 4.32% N/A N/A

Total18,538,110 100% 28,195,350 100% 26,977,541 100%

10. ADDITIONAL INFORMATION

10.1 Advisors connected to the Offering

None.

10.2 Other information verified by the Statutory Auditors

None.

10.3 Expert's report

None.

10.4 Information contained in the Prospectus obtained from a third party

None.

11. UPDATED COMPANY INFORMATION

None.

Documents

ORCHESTRA PREMAMAN · Non-certified translation from French to English for information purposes only The informationcontained herein is not for release, publication or distribution