ECONOCOM GROUP : 08/01/2014. Econocom successfully places €175 million of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE)

This announcement may not be distributed, directly or indirectly, in the United States, Canada, Australia, Japan or in any other jurisdiction in which such distribution would be prohibited by applicable law.

This press release constitutes regulated information within the meaning of the Belgian Royal Decree of 14 November 2007 concerning the obligations of issuers of financial instruments that have been admitted to trading on a regulated market.

REGULATED INFORMATION 8 January 2014 Econocom successfully places €175 million of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE)

Econocom Group SA/NV ("Econocom" or the "Company"), a European business-to-business digital service provider, announced today the successful placing of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) due in 2019 (the "Bonds") for a total amount of €175 million (the "Offering").
The Bonds were placed through an accelerated bookbuilding placement to qualified investors (based outside the United States of America, Canada, Australia and Japan). The success of the Offering, which was several times oversubscribed in a few hours, led Econocom to exercise in full the extension clause of €25 million, increasing the total nominal amount from €150 million to €175 million, and confirms the excellent market perception of Econocom as well as the strong confidence of international investors in the Company's prospects.
The Bonds are issued with an initial conversion premium of 33% over the reference price* of the Econocom share of €7.9696.
The Bonds carry a fixed coupon of 1.50% per annum payable annually in arrears on 15
January of each year. They will be issued at 100% of the principal amount (i.e. €10.60 per Bond) and, unless previously redeemed, converted or repurchased, will be redeemed in cash on 15 January 2019 at the accreted redemption price of 105.26% of the principal amount, corresponding to an effective conversion premium and price of respectively 40% and €11.16 at maturity.
Upon exercise of their conversion right, Bondholders will receive an amount in cash corresponding to the accreted value and, as the case may be, an amount payable in new

* reference share price, calculated as the volume-weighted average price of the Econocom Shares on NYSE Euronext Brussels (BE0974266950 - ECONB) between launch and pricing

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and/or existing shares (the "Shares") for the balance. Econocom will also be able to deliver solely new and/or existing Shares.
Econocom will have the option to redeem all of the Bonds early on or after 3 March 2017 at a price equal to the accreted principal amount (plus accrued interest) in accordance with the terms and conditions of the Bonds, if the value of the underlying Econocom Shares exceeds
130% of the accreted principal amount of the Bonds over a specified period.
Payment for and delivery of the Bonds are expected to take place on or about 15 January
2014. The payment and delivery are subject to customary conditions precedent for this type of transaction.
The proceeds from the issue of the Bonds will be used to strengthen Econocom's financial resources, particularly in the context of its Mutation 2013 - 2017 strategic plan announced on 24 April, 2013. This plan should allow Econocom, by continuing its mixed organic and external growth strategy, to double in size within five years to reach revenue of €3 billion and recurring operating profit of €150 million.
The dividend levels referred to in the documentation of the Offering and relating to the anti - dilution mechanisms defined in the Terms and Conditions of the Bonds are used solely for that purpose and shall not be deemed to constitute any future guidance with respect to any dividend policy of the Company. The full Terms and Conditions of the Bonds are included in the special report of the board of directors which is available on the website of the Company.
The Company agreed to certain restrictions on its ability to issue or dispose of ordinary shares, convertible bonds or related securities during a period commencing today and ending 90 days after the closing of the Offering, subject to certain exemptions. Jean-Louis Bouchard, Econocom Group's main shareholder, agreed not to sell Econocom securities over the same period, subject to certain exemptions.
Application to admit the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt
Stock Exchange should be made no later than 15 January 2014.
BNP PARIBAS FORTIS and SOCIETE GENERALE CORPORATE & INVESTMENT BANKING acted as Joint Lead Managers and Joint Bookrunners in respect of the Offering. PETERCAM acted as co-Manager.

The preliminary 2013 full-year results will be published after the close of trading on

28 January 2014.

About Econocom

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Econocom is a European provider of business-to-business digital services. In 2012, it posted consolidated revenue of

€1.54 billion. The services provided by the group include consulting, sourcing, technology management & financing, and a complete range of IT outsourcing services. On 22 November, 2013, Econocom finalised the acquisition of the entire share capital of Osiatis, a major infrastructure service provider and related applications specialist. This transaction has resulted in the creation of a major new digital service company, with over 8,000 employees in 20 countries and cumulated revenue of around €2 billion.

The Econocom Group share (BE0974266950 - ECONB) has been listed on the Euronext NYSE in Brussels since 1986 and is part of the BelMid index.

For further information: www.econocom.comFollow us on Twitter: https://twitter.com/econocom

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Disclaimer

This communication is for general information only and does not form part of any offer to sell the Bonds or the Shares, or the solicitation of any offer to buy the Bonds or the Shares and does not constitute an operation with public offering in any country, including Belgium. The distribution of this communication and the offer and sale of the Bonds or the Shares described in this announcement may be restricted by law in certain jurisdictions. Any persons reading this communication should inform themselves of and observe any such restrictions.

This communication is not for distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or in any other jurisdiction in which such distribution would be prohibited by applicable law.

Any offering and any related formal documentation will be subject to conditions and termination events, including those which are customary for such offerings. Any such offering will not complete unless such conditions are fulfilled and any such termination events have not taken place or the failure to fulfil such a condition or the occurrence of a termination event has been waived, if applicable.

This communication is not an offer of securities in the United States or any other jurisdiction. The Bonds or the Shares may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as am ended (the "Securities Act"). Econocom does not intend to register any portion of the planned offer in the United States or to conduct an offering of securities in the United States. The offering is being conducted outside the United States in accordance with Regulation S under the Securities Act.

This communication is not being made, nor has it been approved by, an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended and accordingly is for distribution only to, and is directed solely at, persons who: (i) are outside the United Kingdom; (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"); or (iii) are persons falling within Article

49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Financial Promotion Order; (all such persons together

being referred to as "Relevant Persons"). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to

Relevant Persons and will be engaged in only with Relevant Persons.

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