Tele Atlas, a leading provider of digital map data, announces today an offering of up to 25,680,535 ordinary shares (the 'Offering') representing in aggregate approximately 33.7 % of the issued share capital of Tele Atlas N.V. ('Tele Atlas' or the 'Company') immediately prior to the Offering. Details of the Offering: The Offering comprises up to 7,704,161 new ordinary shares offered by the Company (the 'New Shares') and up to 17,976,374 existing ordinary shares offered by IAM, Oak Investment Partners, New Enterprise Associates (NEA), Robert Bosch GmbH, Meritech, TeleSoft Partners and Stanford University (the 'Existing Shares', and together with the New Shares, the 'Sale Shares') In connection with the Offering, the selling shareholders, other than IAM, have granted the underwriters an option pursuant to which the underwriters may require such selling shareholders to sell up to 3,852,080 additional existing ordinary shares. The Offering consists of a public offering in The Netherlands (including to certain institutional investors) and an international offering to certain institutional investors
A prospectus approved by the Authority for the Financial Markets (AFM) is available on the websites www.euronext.com and www.teleatlas.com. Tele Atlas intends to apply for the ordinary shares to be listed and admitted to trading on Eurolist by Euronext Amsterdam under the symbol 'TA'. Tele Atlas also intends to apply for admission of the New Shares, and of the existing ordinary shares which have not yet been listed on the FSE, to listing on the Prime Standard Segment of the regulated market of the Frankfurt Stock Exchange
The subscription period commences on 9 November 2005 and the Offering is expected to price on or around 17 November 2005. The timing of closing of the books will be at the discretion of the joint global co-ordinators and joint bookrunners; who reserve the right to accelerate the pricing of this transaction or to extend the subscription period immediately prior to the closing of the Offering, all the preferred shares held by certain selling shareholders will convert into ordinary shares. Immediately after the closing of the Offering, the warrants held by certain selling shareholders will automatically be exercised for ordinary shares. The Offering is expected to increase the Companys free float from approximately 21.5% immediately prior to the Offering, to approximately 47.1% immediately after the Offering (assuming no exercise of the underwriters option) and therefore is expected to increase trading liquidity and visibility of the Companys ordinary shares in the capital markets. The Company intends to raise approximately 150 million of gross proceeds from the issue of the New Shares in the Offering. The Company intends to use the net proceeds for general corporate purposes, including the acquisition of underlying map data in the territories in which it is planning to expand its coverage, international expansion generally, the acquisition or investment in businesses, products or technology that complement its business and growth strategy and for working capital. Alain De Taeye, CEO of Tele Atlas commented; This offering is an important step for Tele Atlas for a number of reasons. It will help us as we seek to increase the liquidity of our shares in the market; it provides us with additional cash resources to finance opportunities for future growth and, as a Dutch company, we are looking forward to being listed on Euronext Amsterdam. We are excited about taking the Company to its next stage of development. Goldman Sachs, Lehman Brothers and Morgan Stanley are acting as joint global co-ordinators and joint book-runners for the Offering. Fortis Bank is acting as lead manager.
