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>> POTENTIAL ADDITIONAL LISTING OF SHARES ON EURONEXT

 

Listing of respectively 101,789, 440,000 and 1,066,247 shares of Option NV on the First Market of EURONEXT BRUSSELS, possibly resulting from the exercise of warrants under warrant plans S and T and from the conversion of the subordinated convertible bonds

On 15 October 1999, the Board of Directors of Option NV (EURONEXT Brussels: OPTI, Nasdaq Europe: OPIN) approved the warrant plan S pursuant to which a total of 101,789 shares can still be issued through the exercise of warrants in accordance with the provisions of said warrant plan. The exercise period of the warrants was determined as follows: four fifths (4/5) of the warrants granted can be exercised as from 1 January 2003 up to and including the fifth (5th) anniversary of the offer of the warrants, i.e. 22 October 2004. One fifth (1/5) of the warrants granted can be exercised as from 1 January 2004 up to and including the fifth (5th) anniversary of the offer of the warrants, i.e. 22 October 2004. In the event of termination of employment, specific exercise modalities will apply. The exercise price of the warrants equals the average of the closing price during the period starting on 22 September 1999 until and including 21 October 1999, which was fixed at $ 11. The warrants under warrant plan S were granted to the employees of Option NV and its subsidiaries. The shares which may be issued as a result of the exercise of the warrants, will have the same rights as the existing shares of Option NV at the time of the issuance, and will have the right to receive dividends during the full financial year of their issuance.

The Banking and Finance Commission granted Option NV full exemption of the publication of a prospectus with regard to the listing of 101,789 shares on the First Market of EURONEXT Brussels, which may be issued upon the exercise of warrants under the provisions of warrant plan S, in accordance with article 6,2°, c of the Royal Decree of 18 September 1990.

On 6 February 2002, the Board of Directors of Option NV approved warrant plan T (modified on 6 June 2003) allowing the issuance of a total of 440,000 shares through the exercise of warrants in accordance with the provisions of warrant plan T. The exercise period for the warrants was determined as follows: fifty percent (50 %) of the total number of offered and accepted warrants as from the first anniversary of the date of the offer of the warrants, i.e. 3 July 2004 and one hundred percent (100%) as from the second anniversary of the date of the offer, i.e. 3 July 2005 until the fifth anniversary of the offer of warrants, i.e. 3 July 2008. In the event of termination of employment, specific exercise modalities will apply. The exercise price of the warrants equals the average of the closing price during thirty (30) calendar days prior to the date of the offer of the warrants, or if the Board of Directors so decides, the closing price of the business day prior to the date of the offer of the warrants. The warrants under warrant plan T are granted to the employees of Option NV and its subsidiaries. On 3 July 2003, warrants with an exercise price of € 2.2084 were granted, which may result in the issuance of 400,000 shares. The remaining warrants, which may result in the issuance of a maximum of 40,000 shares, may be granted on a later date. The shares which may be issued as a result of the exercise of the warrants will have the same rights as the existing shares of Option NV at the time of the issuance and will have the right to receive dividends during the full financial year of their issuance.

The Banking and Finance Commission granted Option NV full exemption of publication of a prospectus concerning the listing of 440,000 shares on the First Market of EURONEXT Brussels, which may be issued upon the exercise of the warrants under the provisions of warrant plan T, in accordance with article 6, 2°, c of the Royal Decree of 18 September 1990.

Upon the conversion of the subordinated convertible bonds of 16 July 2001, a total of 1,066,247 shares may be issued. These subordinated convertible bonds were subscribed by Mr. Jan Callewaert, managing director of Option NV, and by GIMV NV, whereby each obtained 10 bonds with a nominal value of € 316,542 each. In the course of 2002, two bonds were transferred to "Partners@Venture". On 27 December 2001, the modalities of the subordinated convertible bonds were modified by delaying the maturity of the bonds from 10 January 2001 to 26 January 2004.

The conversion of the bonds can be requested in writing at any time until 26 January 2004. The interest rate of this subordinated convertible bonds was fixed at eight percent (8 %) a year, calculated on the basis of 365 calendar days a year. The number of shares which may be issued upon conversion of the bonds, equals the nominal value of each bond (€ 316,542) divided by the share price (fixed at € 5,9375). The share price was determined as the average of the closing prices on Nasdaq Europe during thirty (30) calendar days prior to the issuance of the bonds. The shares which may be issued as a result of the conversion of the bonds will have the same rights as the existing shares of Option NV on the date of the issuance and will have the right to receive dividends during the full financial year of their issuance. If no conversion is requested prior to the maturity date, the bonds will be reimbursed for their nominal value.

The Banking and Finance Commission granted Option NV full exemption of publication of a prospectus with regard to the listing of the 1,066,247 shares on the First Market of EURONEXT Brussel which may be issued as a result of the conversion of the subordinated convertible bonds in accordance with article 6,2°, b of the Royal Decree of 18 September 1990.

EURONEXT Brussels authorised Option NV to list its respective 101,789, 440,000 and 1,066,247 shares which may be issued as a result of the exercise of the warrants under warrant plans S and T and of the conversion of the subordinated convertible bonds of 16 July 2001.

Option NV's shareholders can exercise their financial rights with FORTIS Bank NV who will act as an agent of the company.

The special reports for the exercise of warrants under warrant plans S and T and a copy of the notarial deed concerning the issuance of the subordinated convertible bonds are available upon request with the company (to the attention of Mr Frederic Convent, CFO, Option NV, Kolonel Begaultlaan 45, 3012 Leuven, tel: +32 (0) 16 317411) and the last annual report and other interim reports of Option NV are available on their website at www.option.com.

Additional information may be obtained by contacting:

Frederic Convent
Chief Financial Officer & General Counsel
Option NV
Kol Begaultlaan 54
3012 Leuven
Tel +32 (0)16 317 411
investor@option.com


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