19 octobre 2021 Pierre Perrin-Monlouis
Bull’s Board of Directors headed by Gervais Pellissier met on December 2nd, 2004, acknowledged the European Commission has approved the restructuring aid notified in February 2004 for Bull. The Board of Directors expressed its satisfaction with this decision that will enable Bull to deploy the last stage of its recapitalisation plan.
Bull’s recapitalisation.
Bull’s recapitalisation marked the third and final stage in the turnaround plan carried out by Pierre Bonelli appointed President of Bull on December 2nd, 2001 and pursued by Gervais Pellissier and Bull’s Executive Committee.
Following the restructuring made during in the first half of 2002, Bull was back to profitability on an operational level as of the second half of 2002 and reported a net profit since the first half of 2003.
The restructuring of Bull’s equity was adopted in November 2003. The recapitalisation plan included a significant reduction in the economic value of the existing debt of the Company as of December 31st, including 204 million euros in Oceanes convertible bonds and the French State loan (490 million euros of which 450 million euros in principal), provided the approval of the European Commission, and a capital increase underwritten by a group of investors among which NEC, France Telecom, Axa Private Equity, Groupe Artemis, Debeka and 350 senior Bull group managers in conjunction with a Oceanes bonds public exchange offer in Bull shares.
Consequences of the European Commission approval
The agreement from the European Commission allows the granting of a restructuring aid of 517 million euros, associated with a profit sharing agreement.
Prior to the payment of this aid, the French State subordinated loan, granted in March 2004, will be reimbursed.
Consequently to the agreement of the European Commission, the terms and conditions voted during the General Assembly of the bondholders (December 11th, 2003) enters immediately into force, i.e. :
– Postponement of the maturity date to January 1st, 2033,
– Yearly annual interest rate to 0.1% from January 1st, 2004,
– Redemption of the value fixed to 100% of bond’s nominal value (against 116.5% to 117.5% initially) i.e. 15.75 euros
After the success of the market operations launched in June 2004 and after the payment of the restructuring aid, the Group Bull, will definitely recover a sound financial situation and positive equity of about 56 million euros, before taking into consideration the second half net result.
The level of equity includes the exercise of 100% of the 172,361,376 warrants issued after the Public Exchange Offer on Oceanes bonds, entitling a subscription at a price of 0.10 euro. It has to be reminded that the warrants can be exercised before December 15th 2004.
The Oceanes bonds public exchange offer has given rise to the issue of 172,361,376 shares with warrants (BSA) that can generate an additional 17 million euros to be exercised prior to December 15th, 2004.
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In addition, the Board of Directors has approved the principle of a new parity for the Oceanes bonds (10 shares per bond) for a limited period of time, in order to offer a new possibility to bondholders to convert their bonds in good conditions. This decision will be submitted for approval by forthcoming Oceanes Bondholders General Meeting.
Lastly, the Board of Directors approved the implementation of a Share Option Scheme concerning all Bull’s employees with the exception of those who have already participated in the capital increase. This plan foresees the allocation of 17,2 million stock options, to be exercised in the limit of 25% per year with a 4 year lock-up period.
Bull’s organisation
In order to carry out Bull’s recapitalisation plan, the Board of Directors has decided to extend Gervais Pellissier’s mandate as Acting Chairman of the Board and Managing Director to January 31st, 2005.
The Board of Directors decided to entrust Didier Lamouche Board member. Previously Vice-President world-wide semi-conductor Manufacturing at IBM, he has also been appointed as Chairman and CEO of Bull as of February 1st, 2005.
The Board of Directors has nominated Gervais Pellissier as Deputy Chairman of the Board from February 1st, 2005.
Didier Lamouche stated : ” I am pleased to join Bull. I here wish to recognise the work carried out by Pierre Bonelli who has driven the turnaround of the Company and also the work of Gervais Pellissier and the Bull teams to have concluded the recapitalisation crucial step. Few companies today possess the range of talents and competencies Bull has : I am convinced that Bull can be a European leader in information technology. I am proud to have been called to lead such a team”.
Gervais Pellissier stated: “This is a moment in the history of Bull which welcomed Pierre Bonelli as its President this day three years ago. His vision and dedication have enabled Bull to redefine its strategy, to successfully carry out its turnaround plan and its recapitalisation and to return to a viable status”.
Gervais Pellissier paid tribute to the decisive contribution of the French State in the successful conclusion of “Future Development Plan” as described in March 2002. Finally, Gervais Pellissier paid homage to the confidence extended by Bull’s customers, bondholders and shareholders as well as the performance achieved by Bull’s personnel. Gervais Pellissier also thanked the Board of Directors for its support throughout the Company’s rescue process.
Gervais Pellissier expressed his belief in Bull’s success “a debtless, profitable Company backed up with a clear strategy that also has specific assets to forge its way in the IT arena through the alliance of its service spirit and its innovation culture”.
Contact
Bull
Marie-Claude Bessis
Director Corporate and Financial Communication
Groupe Bull
68 route de Versailles – 78434 Louveciennes Cedex – France
Phone: +33(0)1 39 66 70 55 – Mobile: +33(0)6 80 64 18 81
E-mail: [email protected]
