This means that Invensys plc's bid for Baan has not become unconditional.
In addition, Invensys has amended the conditions of its bid.
At the end of the tender period on 25 July 2000, approximately 75% of the outstanding shares were in Invensys's possession or had assented to the bid.
In its press release of 26 July 2000, Invensys states that the bid will become unconditional if 50% plus one (1) of the outstanding shares are in its possession or have assented to the bid on 2 August 2000.
With regard to trading on the markets of Amsterdam Exchanges, the foregoing means that with effect from Thursday 27 July 2000 trading will be possible in Baan shares. On that date, the distinction between assenting and non-assenting shares will also cease to apply.
For the trade in Baan options, this means that with effect from Thursday 27 July 2000 the underlying value for Baan options will be Baan shares.
Amsterdam Exchanges-index
Further to Invensys's bid for Baan, Baan will be removed from the Amsterdam Exchanges-index as soon as possible after the bid becomes unconditional. If the bid becomes unconditional during the course of a normal trading day, this will mean that BAAN will be removed from the Amsterdam Exchanges-index on the next trading day. If the bid becomes unconditional after the close of trading, this will mean the removal of BAAN from the Amsterdam Exchanges-index on the next-but-one trading day.
If the bid becomes unconditional, for trading purposes a distinction will then be made between assenting and non-assenting shares in the period between the end of the tender period at 05.59 a.m. Dutch time on 2 August 2000 and the bid becoming unconditional.
During this same period, the Amsterdam Exchanges-index will be calculated using the price resulting from the trade in assenting shares.
Special listing conditions
In previous announcements, Amsterdam Exchanges let it be known that it would give Baan until 1 August 2000 to find a structural solution for its negative shareholders' equity position. Special listing conditions would follow if Baan did not succeed in that respect. Given the changed circumstances, Amsterdam Exchanges has decided to postpone the special listing conditions until the date of the extraordinary Shareholders Meeting.
