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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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