prospectus-elise-%20english by Elia NV

Form and Delivery of the Shares All Shares included in the Offering are Class B shares, except that any New Shares subscribed to by and allocated to Existing Shareholders will be Class A Shares in the case of New Shares subscribed to by Electrabel and SPE and Class C Shares in the case of New Shares subscribed to by Publi-T (it being understood that the total number of New Shares of Class A cannot exceed the number of New Shares of Class C and that, for the surplus, Electrabel and SPE will receive New Shares of Class B). All of these shares have identical rights, except for certain special rights of Class A and Class C shares with respect to the nomination of candidates for appointment to the Company’s Board of Directors and the voting of shareholders’ resolutions. (See “Description of Shares and Share Capital”). The Shares entitle their holder to any dividends that may be declared in respect of the fiscal year commencing 1 January 2005 and future years. The Class B Shares will, initially, be bearer securities represented by one or more global certificates deposited with the “Caisse Interprofessionnelle de dépôts et virements de titres / Interprofessionele effectendeposito- en girokas” (the “CIK”). Investors should indicate on their share application form whether they wish to receive their Shares (i) in book-entry form or (ii) in the form of physical bearer shares. If delivery in book-entry form is requested, interests in the Shares and VVPR-strips will be credited on or about 28 June 2005 to the securities account of the investors through the facilities of the CIK. If physical delivery of the Shares and VVPR-strips is requested, the relevant Shares will remain represented by global bearer certificates, and only book-entry delivery and book-entry settlement will be possible until the physical delivery (which is expected within three months from the commencement of trading of the Shares on Eurolist by Euronext (Brussels)). The shareholders requesting such delivery will bear the taxes and costs related thereto and consisting of, among others, printing costs, a tax of 0.6% on the physical delivery of bearer securities in the case of Existing Shares (See “Taxation”) and the cost for physical delivery by the financial institution. The latter cost amounts up to EUR 25 (plus any applicable value-added tax) per delivery requested at the counters of the Joint Lead Managers of the Belgian Offering, Co-Lead Managers of the Belgian Offering and Selling Agent in Belgium. Investors should inquire about the costs that may be charged by other financial institutions and which are to be borne by them. Shareholders may at any time ask the Company for their bearer securities to be converted into registered securities or vice versa, at the cost of the shareholder. Listing Application has been made for admission to listing of all of the shares of the Company on Eurolist by Euronext, the Regulated Market of Euronext Brussels, under the code “ELI”. Only Class B shares will effectively be traded on Eurolist by Euronext. Class A or Class C shares must first be converted into (bearer or dematerialised) Class B shares in order for them to be tradable on Eurolist by Euronext. Application has also been made for admission to trading of all of the VVPR-strips on Eurolist by Euronext, under the code “ELIS”. Commencement of trading, which is expected to occur on or about 23 June 2005, will take place on a “when issued-or-delivered” basis, meaning that trading of the Shares will commence prior to their payment by, and their delivery to, the investors, which is expected to occur on 23 June 2005. (See “Underwriting”). Investors who wish to effect transactions in the Shares prior to the Closing, whether transactions are effected on Eurolist by Euronext, the Regulated Market of Euronext Brussels, or otherwise, should be aware that the delivery of the Shares offered may not take place on the expected date of the Closing or at all if certain conditions, such as delivery of opinions and officer’s certificates or events referred to in the Underwriting Agreement, are not satisfied or waived, or occur on or prior to such date. (See “Underwriting”). Euronext Brussels has indicated that it will annul all transactions in the Shares effected on Eurolist by Euronext, if the Shares offered are not delivered at the expected date. Paying Agents The financial services in Belgium for the Shares (which include the payment of dividends and the deposit of shares with a view to attending shareholders’ meetings) will be provided by ING Belgium, KBC Bank, Dexia Bank and Fortis Bank. These paying agents will not charge the shareholders for the provision of such services. Investors should inform themselves about the amounts that other financial intermediaries may charge in connection with paying agency services. 29