Size: EUR 100 million
Coupon: 5.5%
Conversion premium: 22.5%
Getronics N.V. ("Getronics" or the "Company") announces the successful offer of its EUR 100 million unsubordinated Convertible Bonds due 2008 (the “Bonds”). The offer was oversubscribed and Getronics has achieved favourable terms with respect to the coupon payable and the conversion premium. The net proceeds of the offer of the Bonds will be used to facilitate the refinancing of the Company’s existing debt.
CONVERTIBLE BONDS
The maturity of the Bonds is 5 years. The Bonds will be issued at 100 per cent of the principal amount and will have a cash interest coupon of 5.5 per cent per annum payable annually. The conversion price is set at EUR 1.58, representing a conversion premium of approximately 22.5 per cent over the Value Weighted Average Price during bookbuilding (or ‘over the reference price’). The Bonds will represent a maximum of 15.5% of Getronics issued share capital.
The Bonds have been offered to institutional investors only. The Bonds have not been offered to investors in the United States, Australia, Canada or Japan. The Bonds have not been and will not be registered under the U.S. Securities Act 1933, as amended (the "Securities Act") and have only been offered and sold only outside the United States in compliance with Regulation S under the Securities Act.
Application has been made for the Bonds to be admitted to the Official segment of the Stock Market of Euronext Amsterdam N.V. Listing and settlement are expected to occur on or around 5th of November 2003. Getronics will publish a Prospectus shortly before that, in order to meet the listing requirements.
ABN AMRO Rothschild has acted as Sole Bookrunner and Lead Manager. Stibbe, and Herbert Smith acted as legal advisor on behalf of the Company.
As previously communicated, the Company expects to announce its complete unaudited third quarter results on 5 November 2003.
ABOUT GETRONICS
With 23,000 employees in over 30 countries and revenues of EUR 3.6 billion in 2002, Getronics is one of the world’s leading providers of vendor independent Information and Communication Technology (ICT) solutions and services. Getronics today combines the capabilities of the original Dutch company with those of Wang Global, acquired in 1999, and of the systems and services division of Olivetti. Getronics is ranked second worldwide in network and desktop outsourcing and fifth worldwide in network consulting and integration (Source: IDC July-August 2002). Getronics designs, integrates and manages ICT infrastructures and business solutions for many of the world’s largest global and local companies and organisations, helping them maximise the value of their information technology investments. Getronics headquarters are in Amsterdam, with regional offices in Boston and Singapore. Getronics’ shares are traded on Euronext Amsterdam (‘GTN’). For further information about Getronics, visit www.getronics.com
For further information:
Press enquiries Investor enquiries
Getronics Media Relations Getronics Investor Relations
Tel: +31 20 586 1581 Tel: +31 20 586 1964
Fax: +31 20 586 1455 Fax: +31 20 586 1455
media@getronics.com investor.relations@getronics.com
For technical details:
ABN AMRO Bank N.V.
Equity Capital Markets
HQ7006, Gustav Mahlerlaan 10
1082 PP Amsterdam
Tel: +31 20 383 6707
Fax: +31 20 628 0004
DISCLAIMERS
This press release is not for distribution, directly or indirectly, in or into the United States or to any US person as defined in Regulation S under the US Securities Act of 1933, as amended ("Regulation S"). This document is not an offer of securities for sale into the United States. The Bonds and the Ordinary Shares to be issued upon conversion thereof have not been registered under the US Securities Act 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S) unless they are registered or exempt from registration. There will be no public offer of securities in the United States.
In the United Kingdom, this communication is directed only at (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001; or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. Any persons who receive this communication who do not fall within (i) or (ii) above should not rely on or act upon this communication.
Until admission of the Bonds to the Official market of Euronext Amsterdam, no offer (or solicitations of such offer) in respect of the Bonds is made/ or will be made to any individual or legal entity anywhere in the world, other than to individuals or legal entities, who or which trade or invest in securities in the conduct of a business or profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, collective investment institutions, central governments, large international and supranational organisations, other institutional investors and other parties, including treasury departments of commercial enterprises, which as an ancillary activity regularly invest in securities.
STABILISATION / FSA
In connection with the offer of the Bonds, ABN AMRO Rothschild may in its
capacity as Sole Lead Manager effect transactions in the open market or otherwise in connection with the distribution of the Bonds with a view to stabilising or maintaining the price of the Bonds at levels other than those which might otherwise prevail in the open market. Such stabilisation, if commenced, may be discontinued at any time and will in any event be discontinued 30 days of the offer date of the Bonds.
Statutory seat Amsterdam
Trade register 33.173.427 Amsterdam-Haarlem