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Subject: 31.5 16/10Proton changed from contingent to non current audited no qual Iinvestable weight March


Author:
anonymous
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Date Posted: 02:32:18 10/01/02 Tue
In reply to: anonymous 's message, "Proton changed from contingent to non current audited no qual Iinvestable weight March" on 01:54:16 10/01/02 Tue

Standby facility of 30 mill---perhaps to meet some loan payments while waiting for Sydney---estimated 5 to 10 mill needed to pay convertible note holders---which is the difference between the exercisie price which is 55c--and the ERG share price at the time of exercise.
At the lowest point of 15.5--this would work out to be 41,486,967 times 40c---equalling 16,594,78680 assuming all are converted into shares if none are converted the payment is -50.625 cents for --but then if they have already exercised---maybe not know that till the 16/10--ERG are then saving 18,178,989 times 50.625 equalling 9 million 203,000---and ofcourse saving on having to redeeem the face value of the notes--the entity itself has given the figure of $22.8 million so all up ERG saves 22.8 mill plus 9,203,000---equalling 32.3 million--this is additional to the 38 million odd saved by making Proton non current rather than contingent--add to that a stanbuy facility for 30 mill---103 odd million--which ofcourse works out as annualised cost savings of 19 mill--the standby facility most likely therefore to pay out noteholders on October 15th--so it would depend on what the share price was at that date---however they have said max 10 mill--so ERG is counting on at least a 31.5c share price by that date.
ie 41,486,967 times 24.5--the difference between 55 the conversion price.
http://www.erg.com.au/invst_relations/news/index.cfm

Date Of Media Release 12/09/2002
Title ERG Unlisted Convertible Noteholders to Convert
Contact Shaun Duffy – General Manager Investor Relations
Phone +61 8 9273 1879
Fax +61 89273 1208
Email sduffy@erggroup.com
Division ERG Group

--------------------------------------------------------------------------------
ERG Unlisted Convertible Noteholders to Convert
ERG Group today announced that the holders of its unlisted convertible notes have agreed to convert some or all of their holdings into ERG ordinary shares. The effect of the conversion is to reduce ERG’s liability on maturity of these notes from the $22.8 million face value to the extent that the notes are converted.

ERG originally issued 18,178,989 8% convertible notes at $1.65 to Motorola Inc on 16 October 1997, with a maturity date of 15 October 2002. During the term of these notes, Motorola converted 4,350,000 notes into ordinary shares and sold a further 8,000,000 notes to two financial institutions. As a result there are now 13,828,989 notes on issue, of which Motorola holds 5,828,989. The two financial institutions and Motorola have agreed to convert their holdings into ordinary shares in certain circumstances and the date for conversion has been extended to 15 November 2002. The notes are convertible at the rate of one note for three ordinary shares, providing an effective share conversion price of $0.55.

If all notes are converted, ERG will issue 41,486,967 new ordinary shares to the three convertible noteholders. The noteholders will be entitled to a payment from ERG based on the difference between $0.55 and the sale price of ERG’s shares. Any notes not converted will be redeemed on or before 15 November 2002 (or such later date as is agreed between the holder and ERG).

ERG will issue a disclosure notice and reliance notice under ASIC Class Order 02/272 upon conversion of any of the Notes to enable the resale of the shares issued upon conversion.

–END–

BACKGROUND INFORMATION

ERG Group

The ERG Group is a world leader in the development and supply of integrated fare management and software systems for the transit industry, and for its smart card systems and services. The Group includes Belgian-based Proton World, specialising in high security, payment and identity smart card systems. ERG has 17 offices across 13 countries and employs approximately 880 people. ERG's customer list includes automated fare collection projects in more than 200 cities and in excess of 500 banks through Proton's licence agreements. Throughout the world, the Group has more than 50 million smart cards in circulation. ERG is an Australian-based company, listed on the Australian Stock Exchange.


ERG originally issued 18,178,989 8% convertible notes at $1.65 to
Motorola Inc on 16 October 1997, with a maturity date of 15 October
2002.


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Re: 2915/10Proton changed from contingent to non current audited no qual Iinvestable weight Marchanonymous03:19:35 10/01/02 Tue


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