Closing of the Private Placement and Acquisition of Constructeo.com SA.Business Editors PORTSMOUTH, N.H. & GENT, Belgium--(BUSINESS WIRE)--July 23, 2001 Bricsnet NV (Nasdaq Europe: BSNT BSNT Backward Sequence Number to Transmit (CCS #7 ITU-T) ). On July 20, 2001, Bricsnet closed the first part of its acquisition of the Paris based company Constructeo.com SA that was announced on June 26, 2001. At the same time, Bricsnet closed its EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 10 million private placement, which was fully subscribed Fully Subscribed A situation in which an underwriting firm has successfully sold to investors all of its available issues of a public offering of securities. When the issue is fully subscribed, the underwriter's risk of being undersubscribed (being unable to sell its allotment of by Vinci and certain other investors. In connection with the acquisition of Constructeo.com, Bricsnet acquired 83.52% of the issued and outstanding shares of Constructeo.com held by Vinci and certain other institutional investors. In consideration hereof, the board of directors of Bricsnet, within the framework of its authorization under the company's authorized capital authorized capital n (COMM) → capital m autorizado or social authorized capital n (Comm) → capital social , issued 675,103 ordinary shares at an issuance price of EUR 4.26 per share. Bricsnet also entered into an agreement for the acquisition of the remaining 16.48% for shares and convertible bonds of Bricsnet. Vinci further selected Bricsnet as its technology provider for project management, facilities management The management of a user's computer installation by an outside organization. All operations including systems, programming and the datacenter can be performed by the facilities management organization on the user's premises. and e- commerce. In connection herewith here·with adv. 1. Along with this. 2. By this means; hereby. herewith Adverb Formal together with this: , Bricsnet will issue to Vinci 500,000 warrants that subject to certain performance criteria can lead to the issuance of an additional 500,000 ordinary shares. As to the private placement, the board of directors of Bricsnet increased the company's share capital with an amount of EUR 292,829.18, excluding an issuance premium of EUR 357,170.97, through the issuance of 164,557 new shares at an issuance price of EUR 3.95 per share. In addition, the board of directors issued a convertible bond loan of EUR 9,400,000, represented by 940 convertible bonds "CO-A" for an amount of EUR 10,000 each. The convertible bond loan bears a nominal interest of 8.5 % per annum Per annum Yearly. with maturity on June 30, 2004, and in principle cannot be reimbursed prior to the maturity date, unless upon conversion. The principal amount of the loan and the interest are convertible from January 1, 2002 up to the maturity date of June 30, 2004, in up to a maximum of 2,986,582 new shares at a conversion price of EUR 3.95 per share. All new shares and convertible bonds were fully subscribed to by Vinci, Net Fund Europe and Chrysalead, that each will be able to present a candidate as director of Bricsnet, and a number of other national and international institutional investors and existing shareholders. Furthermore, Bricsnet agreed to issue 367,087 warrants to certain of the investors. Upon exercise, these warrants can lead to the issuance of 367,087 ordinary shares of Bricsnet. All new shares that were issued, as well as the shares that can be issued upon conversion of the convertible bond, have the same rights and benefits as the existing shares of Bricsnet upon their issuance. The new shares will not benefit from the right to reduced withholding tax The amount legally deducted from an employee's wages or salary by the employer, who uses it to prepay the charges imposed by the government on the employee's yearly earnings. on dividends under Belgian tax law. The company will apply for the admission to listing on Nasdaq Europe of all new shares and the new shares that can be issued upon conversion of the convertible bonds. The acquisition of the remaining 16.48% of Constructeo.com and issuance of additional warrants to Vinci and certain investors will be submitted to an extraordinary shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. of Bricsnet that the board of directors proposes to convene in the near future. As a result of the above transactions, Bricsnet share capital now amounts to EUR 15,528,442.24, represented by 8,726,261 shares. About Bricsnet Bricsnet (Nasdaq Europe: BSNT) is the global provider of owner-oriented, integrated software Separate software components or applications that have been combined into one package. See integrated software package. technology, services and information for the process of engineering, construction and operations of commercial buildings. Bricsnet's offerings provide its customers with an integrated platform to manage existing buildings, design new buildings or upgrade existing ones, manage geographically dispersed property and project teams, access building product specifications from manufacturers and bid on and procure building materials Building materials used in the construction industry to create . These categories of materials and products are used by and construction project managers to specify the materials and methods used for . and services. Bricsnet maintains corporate headquarters in Portsmouth, N.H. and Gent, Belgium. The BricsnetWire automatically delivers via e-mail news releases such as this as they are being issued. To subscribe to the BricsnetWire, visit www.bricsnet.com |
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