Gores Technology Group and Real Software enter into debt-to-equity restructuring deal
February 9, 2004
Joint statement made by Gores Technology Group, LLC (Gores) and Real Software NV

Gores Technology Group and Real Software enter into debt-to-equity restructuring deal.

Transactions are designed to assure continuity of Real Software.

Kontich, Belgium / Los Angeles, CA USA –February 9, 2004 : Real Software NV and Gores Technology Group LLC (Gores), through an affiliate, reached agreements intended to assure the continuity of the Real Software Group. Along these lines, Gores announced a definitive agreement with the banking syndicate of Real Software to purchase the outstanding senior debt of Real Software. In close conjunction with this announcement Gores has reached an agreement with Real Software to convert the majority of the acquired debt into equity.

Commenting on the Gores plan, Theo Dilissen, Chief Executive Officer of Real Software, said: "We are delighted with the Gores plan. The significant investment made by Gores will allow Real Software to move forward positively with its strategic mission. It is a very positive step forward in the history of Real Software. We are looking forward to working very closely with our colleagues in Gores.”Ashley Abdo, Group President of Gores Technology Group LLC (Gores) added, “We, at Gores, are excited that Real Software is joining our portfolio of companies. We view this as another strategic European acquisition and are pleased to further Real Software’s mission of supplying top notch IT services and software in Belgium, The Netherlands, Luxembourg, France and other western European countries. This will further enable Gores to penetrate a market sector with exciting growth. We trust that the shareholders of Real Software realize that our commitment is a unique opportunity for Real Software and that their timely approval is vital.”

Gores’ agreement with the banking syndicate provides that all of the senior debt (approximately €200 million) and outstanding securities are acquired by Gores. Exact terms of the deal are confidential.

The agreement between Gores and Real Software provides that the majority of the transferred debt (approximately €155 million) will be re-structured in such a way that Gores acquires approximately 83% of the outstanding shares of Real Software after the restructuring (as a result of the capital increase the total amount of outstanding shares would increase from 30,443,903 to 181,440,666). The parties to the transaction are of the opinion that the proposed conversion of debt into equity will not trigger a mandatory takeover bid by Gores on the outstanding shares of Real Software.

The remaining outstanding senior debt (approximately €45 million) will be subject to ( i) a two year grace period (until June 2006) on capital disbursements as well as interest payments (it being understood that interests for 2004 and 2005 will not be waive d but spread out over a period of time as of June 2006) and (ii) the right of Real Software to pay off the entire outstanding senior debt within the first two years at a 50% discount on capital. In addition, Gores has committed to make up to €10 million of new working capital available to Real Software (in the form of convertible bonds or similar financial instruments to be subscribed to by Gores from time to time). The agreements of Gores with Real Software and the banks are subject to certain conditions, including obtaining shareholders’ approval, a favorable tax ruling and the restructuring of certain parts of the other debt of the company. An extraordinary shareholders’ meeting of Real Software will be held on March 16, 2004, with a view to approving the transactions with Gores. Should the necessary 50% quorum not be present at said meeting, a second meeting will be held on April 6, 2004. It will be proposed to hold the annual shareholders’ meeting of the company also on April 6, 2004. Furthermore, contrary to prior announcements the company plans to publish its 2003 financial results on February 27, 2004 (after the close of the stock exchange). Chris Dewulf, Chairman of the Board of Directors of Real Software, states, “The board is confident that the Gores plan assures Real Software’s customers of continued highquality software and services now and in the future.”

About Gores Technology Group, LLC

Gores Technology Group, LLC (“Gores”) is a private investment firm focused on the technology and telecommunications sectors. Since 1987, Gores has amassed an enviable track record of successful investments within these sectors, a.o. Anker, Voicecom and Wire One. The firm combines the seasoned M & A team of a traditional financial buyer with the operational expertise and detailed due diligence capabilities of a strategic buyer. Gores has a long standing record of creating sustainable value in its portfolio companies by focusing on customers and employees, supporting management with operational expertise and providing the capital required for growth. Headquartered in Los Angeles, California, Gores maintains offices in Boulder, Colorado; New York, New York; London, United Kingdom; and Zürich, Switzerland. (www.gores.com)

About Real Software NV

Real Software was established in 1986. In 2002, a group turnover of €179.6 m was generated, with an operating profit (EBIT) of €14 m, representing an EBIT margin of 7.8%. The Real Software Group currently has 1,533 employees. Since 2002, the group’s organisation has been based around four divisions: Banking & Insurance, Industry (formerly Manufacturing & Maintenance), Business & Government and Retail. It offers a comprehensive range of software services, from the development and implementation of in house products, tailor-made projects and outsourcing through to advice, implementation and sales of products produced by other companies such as SAP, JD Edwards, Oracle, Microsoft Navision and Microsoft Axapta. The company exports Belgian technology to a number of countr ies, including Luxembourg, the Netherlands and France. Its customer portfolio includes companies such as Du Pont de Nemours, Carrefour, Johnson & Johnson, Merck Sharp & Dohme, Biogen, Renault, STIB-MIVB, the Paris Metro, TF1, EDF - Electricité de France, SNCF, PTT Post, NedCar, Philips, Bandag, Goodyear, KBC Bank and Fortis Bank. You can find more information at www.realsoftwaregroup.com.