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31.01.2006 06:00:00
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Genesys Conferencing Launches 53.6 Million Euro Share Offering
Holders of the Company's ordinary shares as of the close ofbusiness in Paris on January 31, 2006, will receive free of charge onewarrant for each share they hold. 16 warrants will provide theirholder the right to purchase 45 new shares. The exercise price is 1.04euros per new share. The exercise period will start on February 1 andit will end on February 15, 2006. Subscription rights will be listedon Euronext Paris starting February 1, 2006.
Genesys expects the offering to generate proceeds of approximatelyEUR 53.6 million (U.S. $65 million). The proceeds will be usedprimarily to prepay amounts outstanding under the company's principalcredit facility, which was amended as part of the overall financialrestructuring on January 27, 2006, subject to a fully subscribed shareoffering. If the offering is fully subscribed, the amount outstandingunder the credit facility will decline to approximately EUR 31 million(approximately U.S. $38 million).
As part of the share offering and overall recapitalization ofGenesys, the lenders under Genesys' principal credit facility haveagreed to purchase any shares that are not subscribed by warrantholders. If the purchase agreement would result in the lenders holdingone-third or more of Genesys' total share capital (a threshold thatwould otherwise require them to launch a mandatory tender offer underFrench Law), the lenders will initially acquire shares that would keepthem below this threshold, and their agreement to acquire theremainder will be subject to certain conditions, including approval byan extraordinary general shareholders' meeting.
On January 10, 2006, the Autorite des marches financiers granted awaiver from the French mandatory tender offer rules that will apply ifcertain lenders (or their representative) come to hold more thanone-third of Genesys' share capital following the extraordinarygeneral shareholders' meeting.
The French language prospectus that received the visa of theAutorite des Marches Financiers on January 30, 2006 under number06-028 is available on the website of the Autorite des marchesfinanciers: www.amf-france.org, on the Genesys websitewww.genesys.com, and upon request at the company: 954, avenue JeanMermoz 34000 Montpellier France- Tel: 04.99.13.27.67. A summary of theNote d'operation will be published on February 1, 2006 in thenewspaper Les Echos.
A registration statement relating to the new Genesys shares to beissued in the rights offering (the "Shares") has been filed with theSecurities and Exchange Commission on January 30, 2006. A copy of thisregistration statement is available on the Genesys websitewww.genesys.com. This press release shall not constitute an offer tosell or the solicitation of an offer to buy nor shall there be anysale of the Shares in any state in which such offer, solicitation orsale would be unlawful prior to registration or qualification underthe securities laws of any such state.
About Genesys Conferencing
Genesys Conferencing is a leading provider of integrated Web,audio and video conferencing services to thousands of organizationsworldwide, including more than 200 of the Fortune Global 500. Thecompany's services are designed to meet the full range ofcommunication needs within the large enterprise, from collaborativeteam meetings to high-profile online events. The company's flagshipproduct, Genesys Meeting Center, provides a single-platform multimediaconferencing solution that is easy to use and available on demand.With offices in 24 territories across North America, Europe and AsiaPacific, the company offers an unmatched global presence and stronglocal support. Genesys Conferencing is publicly traded on Euronext inFrance (ISIN FR0004270270) and on the Nasdaq in the U.S. (GNSY).Additional information is available at www.genesys.com.
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