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| Press Release December 18, 2003 | ||
| Refinancing successfully completed - German Subsidiary re-integrated The Board of Management of Rood Testhouse International N.V. (‘Rood Technology’) announced today that a subordinated convertible loan amounting to € 2,000,000 has been issued to a group of private investors. As a consequence, agreement has been reached with the Company’s banks to cancel the so-called “Treuhandvertrag” in order to re-integrate the German subsidiary into the group. The issue of the loan was organised through Informal Capital Network B.V. (“ICN”), an organisation of informal investors. ICN is looking to add value to its participating interests by supplying capital, knowledge and contacts. The agreed conditions of the convertible loan are as follows:
The shareholders of the Company have approved the issue during the Shareholders Meeting held on October 22, 2003. Approval was also obtained for exclusion of the pre-emptive rights of shareholders related to the issue of the convertible loans and any conversion in connection with it. In order to allow the conversion into shares during the coming years, the Articles of Association of the Company have been changed. The authorised capital has been increased to € 3,949,000, whereby the nominal value of each share has been reduced from € 0.23 to € 0.11. It has been agreed that a recommendation will be made to the shareholders for the appointment of Mr G.J. Wanrooy, one of the managing directors of ICN, as supervisory director of the Company. Mr. Wanrooy has many years experience in the semiconductor industry. The Company’s banks in Germany have confirmed their agreement with the issue based on the condition that € 1,800,000 of the issue proceeds will be invested in the German group company. The banks will waive € 953,000 of their receivables on the Company, based on a cash repayment of bank debts amounting to € 1,040,000. Financing conditions have been brought back to normal market levels. “The issue of the subordinated convertible loan and the restructuring of bank debts is a major step for the future of the Company”, said Mr Wolfgang Wagner, CEO of Rood Technology. “It will allow the Company to benefit from the coming market upturn and to execute the strategic plans.” Mr Gerrit Jan Wanrooy, managing director of Informal Capital Network, added: “Coming out of the market downturn, Rood Technology is now well positioned to make the necessary investments to create an unique position in the semiconductor industry. ICN will support the Company to realise its objectives.” Based on the operational performance up to November and the financial effects and associated costs of the loan issue as well as the bank debt restructuring, management expects to realise a profit for the whole year 2003 amounting to around € 700,000.
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| Rood Technology's Services Rood Technology has more than 30 years experience of providing engineering intensive added value services to the semiconductor industry. These include testing, device programming, tape and reel, and related equipment supply. For further information:
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