GETRONICS N.V. LAUNCHES AN ISSUE OF UP TO EURO 150 MILLION OF 5 YEAR SENIOR UNSECURED CONVERTIBLE BONDS

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Overig advies 29/09/2005 18:12
Getronics N.V. ("Getronics") announces today that it has launched an offering (the "Offering") of up to EUR 150 million senior unsecured convertible bonds due 2010 (the "Bonds"). The shares to be issued upon conversion of the Bonds (the "Shares") will represent a maximum of 10% of Getronics’ currently issued share capital.

The maturity of the Bonds is 5 years. The Bonds will be issued at 100 per cent of their principal amount and will have a coupon of between 2.75 per cent and 3.25 per cent per annum payable semi-annually in arrear. The conversion price is expected to be set at a premium of between 27 per cent and 32 per cent above a reference price of Getronics' ordinary shares. The final terms of the Bonds are expected to be announced later today through a separate press release.

The net proceeds of the Offering will be used to repay Getronics’ existing indebtedness and for general corporate purposes. Issuance of the Bonds will allow Getronics to reduce its interest expense, improves its funding maturity profile and creates financial flexibility for Getronics’ future growth and development. Getronics is taking advantage of favourable market conditions.

The current performance of Getronics’ business is in line with previous guidance and on track to achieve the communicated targets for 2005. Recent successes in winning large international contracts continue to strengthen expected operational performance medium term.

The Bonds will be offered to institutional investors only. Neither the Bonds nor the Shares have been or will be registered under the U.S. Securities Act 1933, as amended (the "Securities Act") and will be offered and sold only outside the United States in compliance with Regulation S under the Securities Act. Neither the Bonds nor the Shares will be offered to investors in the United States, Australia, Canada, Italy or Japan.

Application will be made for the admission of the Bonds to the official list of the Luxembourg Stock Exchange and application will be made for the admission of the Bonds to trading on the Luxembourg Stock Exchange’s Euro MTF Market.

Deutsche Bank AG and Rabo Securities are acting as joint global co-ordinators and joint bookrunners (the "Joint Global Co-ordinators and Joint Bookrunners") of the Offering. For the purpose of this transaction, KBC Financial Products UK Ltd. will act as selling agent for Rabo Securities. Linklaters is acting as legal adviser on behalf of Getronics and Clifford Chance LLP is acting as legal adviser on behalf of the Joint Global Co-ordinators and Joint Bookrunners and KBC Financial Products UK Ltd.

In connection with the offering of the Bonds, Deutsche Bank AG, as stabilising manager, may undertake stabilising transactions with a view to supporting the stock exchange or market price of the Bonds from the date of pricing for up to 30 days after the closing date. This may result in a higher price for the Bonds than if the stabilisation had not been undertaken. Deutsche Bank AG is under no obligation to engage in any stabilisation and if commenced stabilisation may be discontinued at any time.

Stabilisation / FSA






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