29.03.2007 05:00:00
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Esmertec Extends Convertible Bond Repayment
Esmertec™ (SWX:ESMN), a focused
provider of software and services to communications device manufacturers
and mobile telecom operators, today invited its shareholders to its AGM
held on April 19, 2007 at the Novotel, Zurich-Airport.
At this occasion, Esmertec is pleased to inform its shareholders that it
expects to conclude favorable amendments of terms and conditions with
investors in its convertible bonds due in September 2008 and September
2009 allowing for delayed repayments of the bonds and hence increasing
the company’s financial flexibility.
Confirmation of investors representing 91% of convertible bond principal
is expected in the next days.
According to new terms and conditions, conversion price, maturity date
and non-conversion premium will be amended as follows:
For one third of the bond principal, the conversion price is reduced
from CHF 16.20 to CHF 13.00 in exchange for the maturity being
extended by one year and non-conversion premium is increased from
18.5% to 23.5% such that overall yield on the instrument remains
unchanged.
For one third of the bond principal, the conversion price is reduced
from CHF 16.20 to CHF 11.00 in exchange for the maturity being
extended by two years and non-conversion premium is increased from
18.5% to 28.5% such that overall yield on the instrument remains
unchanged.
For the last third of the bond principal, conversion price, maturity
and non-conversion premium remain unchanged.
In order to meet the reduced conversion prices, a maximum capital
increase of 496,040 new shares or less than 3% of total issued ordinary
capital is needed. In agenda item 5.1, shareholders will be asked to
vote on creating new conditional capital of 496,040 shares. However, to
maintain the same overall potential dilution to issued ordinary capital,
the Board of Directors is proposing in agenda item 5.2 to reduce
authorized capital by 496,040 shares. The remaining 154,983 shares of
authorized capital are expected to be used primarily in connection with
the final earn-out payment to the sellers of Cellicium.
Furthermore, shareholders are invited to re-elect board members. The
Board of Directors proposes that Hans-Ulrich Müller,
Jean Schmitt and Ulrich Schumacher be re-elected for an additional
one-year term of office. Roland Manger, Bernd Pfister and Tony Reis
whose terms of office expire at this General Meeting do not stand for
reelection, and Chase Bailey has resigned effective this General
Meeting. Thereafter, Esmertec's Board of Directors is expected to
consist of seven members.
As of today, the Annual Report of Esmertec AG is available for
inspection at the Company’s registered office
(Esmertec AG, Lagerstrasse 14, 8600 Dübendorf)
or can be downloaded from the Company’s
website (www.esmertec.com/investor_relations/reports.shtml).
This communication contains forward-looking statements based on
current expectations and assumptions of the company’s
management, and involve certain risks and uncertainties. The
forward-looking statements contained herein could be substantially
impacted by risks and influences that are not foreseeable at present, so
that actual results may vary materially from those anticipated, expected
or projected. About Esmertec
Esmertec is a focused provider of software and services to
communications device manufacturers and mobile telecom operators. The
company provides software platforms that enable the deployment of
content and applications in devices and over servers. Customers include
mobile telecom operators and manufacturers of mobile handsets, set-top
boxes and interactive televisions. Esmertec's software and service
capabilities excel with its reliability as well as fast and local
execution. Founded in 1999, Esmertec is headquartered in
Zurich-Switzerland with subsidiaries in China, France, South Korea, and
the USA, and offices in Taiwan and the UK. Since 2005, Esmertec has been
listed on the SWX Swiss Exchange (ESMN). www.esmertec.com Esmertec and Jbed are trademarks of Esmertec AG. Java is a trademark of Sun Microsystems Inc. Other company, product and service names may be trademarks of their
respective owners
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