CONTENTS - Capgemini

130 ANNUAL
SPECIFIC INFORMATION
Capgemini
The Group has no contractual or implicit obligations to purchase
or settle the options in cash.
In the event of the publication by Société des Bourses Françaises
of an authorized tender offer to acquire the Company’s shares and
other securities giving access to the Company’s capital or voting
rights, all outstanding stock options would become immediately
exercisable at the option holders’ discretion.
The potential number of shares to be created on the exercise
of options outstanding as of December 31, 2006 amounted to
10,518,710. If all of these options were exercised at December 31,
2006 – irrespective of whether the exercise price is higher than
the market price – the dilutive effect would be 6.80%.
Issuance of bonds convertible into new shares
and/or exchangeable for existing Cap Gemini S.A.
shares (OCEANEs)
On June 24, 2003, Cap Gemini S.A. issued bonds convertible into
new shares and/or exchangeable for existing shares maturing on
January 1, 2010 (OCEANE 2003) in the amount of €460 million.
The 9,019,607 OCEANEs created on July 2, 2003 have a nominal
value of €51 each. A prospectus concerning this bond issue
REPORT 2006 Capgemini
was approved by the Commission des Opérations de Bourse on
June 24, 2003 under number 03-607.
On June 16, 2005, Cap Gemini S.A. issued bonds convertible into
new shares and/or exchangeable for existing shares, maturing on
January 1, 2012 (OCEANE 2005) in the amount of €437 million.
The 11,810,810 OCEANEs created on June 24, 2005 have a
nominal value of €37 each. A prospectus concerning this bond
issue was approved by the French Financial Markets Authority
(AMF) on June 16, 2005 under number 05-564.
If these bonds were converted into new Cap Gemini shares as
of December 31, 2006, the dilutive impact would be 12.63%. It
should however be pointed out that the potential dilutive impact
of the 2003 OCEANEs would be fully neutralized if the Company
exercised its stock options acquired on June 27, 2005. In this case,
the dilutive impact of the 2005 OCEANEs would be 7.58%.
Other securities giving access to the Company’s
capital
As of December 31, 2006, if the maximum number of potential
shares was issued through the exercise of stock options, the
conversion of OCEANE bonds issued in 2003 and 2005, the
dilutive impact would be 17.87% (13.42% taking into account
the dilutive impact of the 2005 OCEANEs only).