Getronics N.V. ("Getronics" or the "Company") announces that it has successfully placed new ordinary shares of Getronics and has set the offering price at EUR 2.40 per share. The offer was oversubscribed. The Company intends to use the proceeds from the offering to redeem the EUR 250 million nominal value 13% subordinated instalment bond due 2008 in full.
The new ordinary shares were placed today with institutional investors through a private placement. The offering comprises 87 million new ordinary shares of Getronics. In addition, the Company has granted to ABN AMRO Rothschild on behalf of the syndicate the option to purchase up to 13 million additional new ordinary shares solely to cover over-allotments.
Getronics CEO Klaas Wagenaar: “We are happy with this successful transaction. It shows the confidence stakeholders have in Getronics.”
Closing of the placing is conditional on the approval of the Company’s shareholders at a general meeting and on the admission of the new ordinary shares listing on the official segment of the stock exchange of Euronext Amsterdam NV (“Euronext”) and certain other customary conditions set out in an underwriting agreement dated today.
Allocations will be communicated today. Application for the admission of the new ordinary shares to Euronext will be made in due course and it is expected that the new ordinary shares will be admitted to listing on 27 February 2004, barring unforeseen circumstances. Payment and settlement is expected to take place on 27 February 2004. Until this date the new ordinary shares will trade conditionally under a separate fund code (fund code: 35589; ISIN code: NL0000355899; common code: 018589834).
Conditional trading can only take place in lots of 50,000 ordinary shares and multiples thereof, in accordance with Euronext requirements. Any conditional trading is at the risk of the investor. If any of the conditions to the placing are not satisfied or waived, all trades in new ordinary shares will become void.
ABN AMRO Rothschild, on behalf of the syndicate, may engage in transactions that stabilize, maintain or otherwise effect the price of both the Company’s existing and new ordinary shares until 30 days after closing of the offering.
Following the settlement of the issue of the new ordinary shares, the Company will give notice of the adjustment to the conversion price of the 5.5% unsubordinated convertible bonds due 2008 (the "Bonds") issued by the Company in October 2003 as a result of this offering. Such adjustment will become effective immediately upon issue of the notice. Assuming no further adjustments before settlement of the issue of new ordinary shares, the Company expects the new conversion price, calculated in accordance with Formula C, set out in Condition 4(b)(2)(C) of the terms and conditions of the Bonds, to be EUR 1.56.
ABN AMRO Rothschild and ING Investment Banking are acting as Global Joint Co-ordinators and Joint Bookrunners for the offering and Barclays Bank Plc is acting as Co-Lead Manager. Stibbe and Herbert Smith are acting as legal advisers to the Company.
About Getronics
With approximately 22,000 employees in over 30 countries and preliminary unaudited revenues of approximately EUR 2.6 billion in 2003, 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 world-wide in network and desktop outsourcing and fourth world-wide in network consulting and integration (Source: IDC 2002-2003). 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, Madrid and Singapore. Getronics’ shares are traded on Euronext Amsterdam ("GTN"). For further information about Getronics, visit www.getronics.com
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Important Information
The new ordinary shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state within the United States. The new ordinary shares will only be offered or sold in offshore transactions outside the United States in reliance on Regulation S ("Regulation S") under the Securities Act and, unless the New Ordinary Shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available, may not be offered, sold or delivered within the United States or to or for the account or benefit of US Persons.
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 new ordinary shares to the official segment of the stock exchange of Euronext Amsterdam NV, no offer (or solicitations of such offer) in respect of the new ordinary shares is 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.
The distribution of this announcement, the placing and/or the issue of the new ordinary shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, ABN AMRO Rothschild, ING Investment Banking or Barclays Capital that would permit an offer of such ordinary shares or possession or distribution of this announcement or any other offering or publicity material relating to such ordinary shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, ABN AMRO Rothschild, ING Investment Banking or Barclays Capital to inform themselves about and to observe any such restrictions.
Stabilisation/FSA