On 30 January 2007, GFI Informatique and Apax Partners unveiled a project aimed at accelerating the growth of GFI Informatique. This project will be put to vote of the shareholders of GFI Informatique at the General Meeting that is to be held on 11 May 2007.

This project involves in particular a €56 million injection of funds through the issue of shares with share subscription warrants reserved for Itefin Participations(*). This will enable GFI Informatique to pursue an active growth policy through acquisitions while strengthening its financial structure.

The Board of Directors of GFI Informatique met on 20 April 2007, and decided, jointly with Apax Partners, to associate all the Company’s shareholders to this initiative.

Accordingly, the Board will ask the Shareholders’ General Meeting of 11 May 2007 to vote a resolution authorising a bonus issue of share subscription warrants (BSA) to all of the Company’s shareholders on the following conditions:

• Issue parity: bonus issue on the basis of 1 share subscription warrant for every 5 GFI Informatique shares held
• Exercise parity: 1 GFI Informatique share for every share subscription warrant
• Period of exercise: 5 years
• Exercise price: €8

 

With the current number of shares of GFI Informatique and with the number of existing share subscription warrants (BSAR) issued in connection with the 2003 issue of bonds with redeemable share subscription warrants (OBSAR), a maximum of 10 838 838 bonus share subscription warrants will be issued. Theses share subscription warrants will be listed and therefore negotiable.

For the holder of redeemable share subscription warrants (BSAR) the exercise parity will be adjusted.

Itefin Participations will give up its right for bonus share subscription warrant on the 8  million new shares with subscription warrant issued (ABSA).

The Board of GFI Informatique has reiterated its confidence in the initiative taken with Apax Partners to enable the Company to take a new step forward in its growth for the benefit of its clients, personnel and shareholders.

 

(*) Itefin Participations is a holding company controlled by various funds managed by Apax Partners SA.

 

About GFI Informatique

GFI Informatique is an undisputed player in the IT services sector, providing four strategic offerings: consulting, systems integration, infrastructures and production, and solutions. The group covers all stages of the information system life cycle and caters mainly for large corporates, public bodies and local authorities. GFI Informatique has 16 skills centres and 5 service centres. In 2006, the group recorded revenues of €633.1 million and employed a workforce of more than 8,000. GFI Informatique has over 40 branches in France and 9 international agencies in Southern and Northern Europe, Morocco and Canada.

 

For further information please contact

Press relations: Martine Canaque - Email: mcanaque@gfi.fr - Tel. +33 (0)1 53 93 43 80
Financial Communications: Bertrand Maes – Email: bmaes@gfi.fr - Tel. +33 (0)1 53 93 44 25

 

APPENDICE

Information on the dilution

A shareholder of the company holding currently 1% of the share capital of the company will see its share of the company capital change as follows

	Without the BSAR (Redeemable Share Warrants ) exercise
	% of the share capital	Total number of shares
Before the emission of ABSA (share with share equity warrant)	1,00%	46.339.937
After the emission of ABSA	0,85%	54.339.937
After conversion of the bonus BSA (share equity warrant)	0,87%	63.607.923
After conversion of the BSA coming from the ABSA emission	0,80%	69.607.923

 

Excluding the potential dilution coming from the share capital increase reserved to employees and the free allotment of shares to employees.

Excluding the adjustment of exercise parity for the BSAR resulting from the BSA emission