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GFI Informatique aims to step up its radical overhaul by striking a capital increase deal with Apax Partners, making it a significant shareholder

At its  next Extraordinary General Meeting, GFI Informatique will submit to its  shareholders for approval a proposed major step in its expansion.

The shareholders will be asked to approve a €56  million capital increase reserved for Itefin Participations, a holding company  controlled by funds managed by Apax Partners France  (including Altamir and Amboise Investissement).

The purpose of the capital increase is to step up the  pace of the company's transformation into a leader in its business in Europe.

With the substantial proceeds from this transaction  and a stable shareholder structure, GFI Informatique will have in place the  leverage for creating value for all of its shareholders.

Jacques Tordjman, Chairman and Chief  Executive Officer of GFI Informatique:

“We are delighted to ask our shareholders to approve Apax Partners as a  shareholder. This opportunity comes at just the right time in the development  of our company, enabling us to step up the pace of GFI Informatique's overhaul  undertaken in recent years. Apax's investment provides substantial value  creation leverage, in perfect step with our objective to grow revenues to €1  billion in three to five years from now. Together with GFI Informatique's  management, I will personally conduct this project, which is crucial for GFI  Informatique's future.”

Gilles Rigal, Partner at Apax Partners:

We are pleased to back GFI Informatique's new  expansion stage. GFI is a major player in IT services in Europe.  By becoming a significant shareholder of GFI Informatique, it is our objective  to provide the company with the means to achieve its ambitious growth targets  in the years ahead. In addition to this financial backing, we will provide the  company with our extensive knowledge of the IT services sector and thus take  part in creating value for all the shareholders. I am delighted to associate  Apax with GFI Informatique's future development.”

A strategic transaction for GFI  Informatique

Over the last few  years, GFI Informatique has radically overhauled the group. This overhaul  involved substantial investments that have enabled GFI Informatique to resume  strong organic growth of its revenues, improve its operating income  significantly and generate cash flow to make selective acquisitions in order to  enhance its value-added offering.

This strategy has paid off by enabling GFI  Informatique to become a significant player in IT services in Europe,  solidly positioned on its traditional business lines: consulting, systems  integration, infrastructures and production, and solutions.

GFI Informatique now wishes to take its expansion a step further for  the benefit of its customers, staff and shareholders.

The  capital increase will:

  • strengthen and  stabilize GFI Informatique's shareholder structure by partnering with a  renowned private equity fund that is determined to back GFI Informatique's  planned expansion.
  • contribute €56  million in equity to GFI Informatique via a capital increase. The proceeds from  the capital increase will enable GFI Informatique to step up its policy of  strategic acquisitions while strengthening its financial structure.
  • strengthen  corporate governance. The shareholders will be asked to approve the appointment  of two representatives of Apax Partners to the Board of Directors as well as  one new independent member who is a sector professional. These directors will  contribute their expertise and enable GFI Informatique to identify new levers  for creating value.
  • make it  possible to propose a capital increase of €3 million earmarked for all the  company's employees.

Terms of the  capital increase

GFI Informatique will ask its shareholders at an  Extraordinary General Meeting to approve a €56 million capital increase  reserved for Itefin Participations, a holding company controlled by funds  managed by Apax Partners France (“Itefin Participations”).

The planned capital increase will involve the:

  • issue  of shares with equity warrants to Itefin Participations at €7 per share. A  five-year equity warrant will be issued which each new share. Four equity  warrants will entitle their holder to acquire three new shares at €8 per share.
  • contribution  by the Shareholders/Managers of approximately 2/3 of their interest in GFI  Informatique to Itefin Participations as a contribution in-kind based on a  valuation of the shares at €6.38 per share, and the sale of the remainder of  their interest to Itefin Participations at a price per share of €6.38. An  agreement containing the terms and conditions of the contribution and sale of  their shares to Itefin Participations was signed on 30 January 2007.
  • setting  up a performance-based bonus share grant plan applicable to certain staff.

At the end of  the transaction, Itefin Participations will own 27% of the capital of GFI  Informatique and will itself be owned 56% by funds managed by Apax Partners and  44% by the Shareholders/Managers.

Itefin Participations does not intend to own more  than one-third of the capital or the voting rights of GFI Informatique or to  acquire control of the company.

GFI Informatique has selected the firm of Accuracy to  issue a certificate as to the fairness of the issue price of the shares with  equity warrants. Accuracy is represented by Mr. Bruno Husson.

An information memorandum will be drawn  up for the reserved capital increase and submitted for authorisation to the  French securities regulator, the AMF


Transaction  stages:

30 January: announcement of transaction

8 February: publication of GFI Informatique's 2006  revenues

19 March: publication of GFI Informatique's 2006  results

Mid-May: Extraordinary General Meeting to approve the  transaction

 

Aforge Finance and Société Générale  are advising Apax Partners in connection with this transaction.


About Apax Partners
Apax Partners is one the major private equity firm in France. The  Paris-based management company has more than 30 years of investing experience.  Fund managed by Apax Partners France total €2 billion.
These Funds invest in high growth  potential companies, at any stage of their development, across Apax Partners'  global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare  and Financial & Business Services.
For more information visit: www.apax.fr
To learn more about Apax's  international network that covers the European, American and Asian markets,  see: www.apax.com


About GFI Informatique
GFI Informatique is an undisputed player in  the 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 14 skills centres and 5 service centres. In 2005, the group recorded revenues of €543.8 million and  employed a workforce of more than 7,000. In 2006, the acquisitions of Adelior  and Actif added one thousand new employees and €75 million in revenues. GFI  Informatique has over 40 branches in France  and 9 international agencies in Southern and Northern Europe, Morocco and Canada. For further information go  to www.gfi.fr

For further information please contact

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

Apax Partners
Communications  Director
Agathe Heinrich - Email: agathe.heinrich@apax.fr - +33 (0)1 53 65 01 35



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