The information included in this offer memorandum (the “Offer Memorandum”) relates to the firm public offer by Toeca Fashion Groep B.V. (the “Offeror”) to all holders of issued and outstanding ordinary shares with a nominal value of EUR 0.16 each (the “Shares”, holders of such Shares being referred to as “Shareholders”) in the share capital of McGregor Fashion Group N.V. (“McGregor” or the “Company”) to purchase for cash the Shares held by them, on the terms and subject to the conditions and restrictions contained in this Offer Memorandum (the “Offer”). The meaning of the terms in capitals in this Offer Memorandum are stated under “Definitions”. In this respect, Shareholders are informed that the members of the Management Board shall participate in the Offeror through a participation in Toeca Fashion Holding.
Shareholders are offered EUR 31 per Share, cum dividend. The Offer is subject to certain conditions and restrictions. See ‘Important information’, ‘Invitation to Shareholders’ and ‘Explanation and
background to the Offer’. The Supervisory Board and the Management Board unanimously support the Offer and fully recommend the Shareholders to accept the Offer. See ‘Letter to the Shareholders’ and ‘Decision-making and recommendation by the Supervisory Board and Management Board’.
The Acceptance Period will start on 27 February 2006 at 9:00 hours CET and, unless extended, will end on 22 March 2006 at 15:00 hours CET. If the Acceptance Period is extended, the Offeror will make an announcement to that effect, no later than 27 March 2006, with due observance of the provisions of
article 9o, paragraph 5 of the Decree. As soon as possible after the Closing Date, but no later than on the fifth Euronext Trading Day thereafter, the Offeror will announce whether or not the Offer has been declared unconditional (gestandgedaan). Announcements will in any event be published in the Official
Price List of Euronext Amsterdam and one or more Dutch daily newspapers. See ‘Invitation to the Shareholders’ and ‘Explanation and background to the Offer’.
If the Offer becomes unconditional (gestandgedaan), payment of the Consideration to the Shareholders who have tendered and delivered their Shares under the Offer will take place at the latest five Euronext Trading Days after the Unconditional Date. See ‘Invitation to the Shareholders’ and ‘Explanation and background to the Offer’. On 14 March 2006 at 10:30 hours CET, the EGM will be convened at hotel ‘The Grand – Amsterdam’, Oudezijds Voorburgwal 197, 1012 EX Amsterdam, The Netherlands, at which time the Offer, among other agenda items, will be discussed.
All major Shareholders have irrevocably undertaken to accept the Offer on the same terms and conditions of the Offer as described in this Offer Memorandum. The number of Shares committed under the Offer represents 81.0% of the Shares on the date of this Offer Memorandum (see section 7.2 ‘Committed Shares’).