Board of Directors meeting
Paris,
July
12, 2004 -
Bull's Board of Directors, which met today 12th July 2004, took note of the results of the new share capital increase and public exchange offer for Oceanes bondholders, which respectively closed 30th June and 2nd July 2004.
Capital Increase results
94.4 % of the minority shareholders(1) subscribed to the capital increase by exercising their Preferential Subscription Rights (53 million exercised). This subscription will give rise to the issue of 137,975,084 new shares.
Bull's Board of Directors then decided, in accordance with the plan presented in the offering memorandum, to allocate the shares remaining, i.e. 304,542,043 shares, to be subscribed to investors who had committed themselves guaranteeing the share capital increase in November 2003.
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Number of shares allocated
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NEC
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France Telecom
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Axa Private Equity
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Artemis
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Debeka
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Bull Managers
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Bondholders Oceanes (2)
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TOTAL
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(1) Excluding strategic shareholders represented at the Board of Directors: NEC, France Telecom, Motorola and the French State.
(2) The list of Oceane bondholders guaranteeing the capital increase figures in the Memorandum
Public Exchange Offer results
On a total of 11,495,396 Oceanes bonds, 10,974,037 (95.46%) were brought to the public exchange offer:
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201,451 Oceanes bonds were brought to the 1st branch (1 bond in exchange for 20 new shares) and will give rise to the issue of 4,029,020 new shares.
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10,772,786 Oceanes bonds, i.e. 98% of the exchanged bonds, were brought to the 2nd branch (1 bond in exchange for 16 new shares with warrants attached - ABSA) and will give rise to the issue of 172,361,376 shares with warrants - ABSA. The warrants (BSA) will be detached and quoted, giving rights from 15th July until 15th December 2004 to subscribe to one Bull share at the price of € 0.10 per share.
The Board of Directors decided to carry out the share capital increase of the company in accordance with the resolutions approved by the Shareholders Meeting of 25th May 2004.
The closing of these operations marks an essential step in Bull's recapitalisation process, such as was defined on 20th November 2003 under the chairmanship of Pierre Bonelli and put into operation on 31st March 2004.
Bull's recapitalisation will be definitively completed as soon as the State loan processing, as described in the various memorandums, will be effective, after the approval of the European Commission.
Following the Board meeting, Gervais Pellissier, acting Chairman of the Board and Managing Director, stated: "Bull's Board of Directors was pleased with the success of the public exchange offer and the share capital increase of the company, the results of which testify to the confidence of its shareholders and Oceanes bondholders in the strategy and future of the company."
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