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Exhibit 99.1
BROKAT Infosystems AG
LETTER OF TRANSMITTAL
for the
Offer to exchange 11 1/2% Senior Notes due 2010
that are registered under the Securities Act of 1933
for all outstanding 11 1/2% Senior Notes due 2010
Pursuant to the prospectus dated ., 2000.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., LONDON TIME, ON ., 2000, UNLESS
EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00 P.M., LONDON TIME, ON THE EXPIRATION DATE.
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The Exchange Agent for this Exchange Offer is:
The Bank of New York, London Branch
30 Cannon Street
London EC4M 6XH
United Kingdom
Attention: Emma Wilkes Reorganization Department
Telephone: (44) 207 893 7235
Facsimile: (44) 207 964 6399
For questions regarding this Letter of Transmittal or for other
information, you may contact The Bank of New York, London Branch, at the address
set forth above.
Please read the attached instruction carefully before completing this
Letter of Transmittal.
Noteholders who wish to be eligible to receive Exchange Notes for their
Original Notes pursuant to the Exchange Offer must validly tender (and not
withdraw) their Original Notes prior to the Expiration Date.
By execution hereof, the undersigned acknowledges receipt of the prospectus
dated ., 2000 (the "Prospectus") of BROKAT Infosystems AG, a German stock
corporation ("BROKAT"), which, together with this letter of transmittal and the
instructions hereto (the "Letter of Transmittal"), constitute BROKAT's offer
(the "Exchange Offer") to exchange up to an aggregate principal amount of
_125,000,000 of its 11 1/2% Senior Notes due 2010 (the "Exchange Notes") that
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement of which the Prospectus
constitutes a part, for all outstanding 11 1/2% Senior Notes due 2010 (the
"Original Notes") of BROKAT, upon the terms and subject to the conditions set
forth in the Prospectus.
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Upon the terms and subject to the conditions of this Exchange Offer, the
acceptance for exchange of Original Notes validly tendered and not withdrawn and
the issuance of the Exchange Notes will be made on the Expiration Date. For the
purposes of the Exchange Offer, BROKAT shall be deemed to have accepted for
exchange validly tendered Original Notes when, as and if BROKAT has given
written notice thereof to The Bank of New York, London Branch, which acts as the
Exchange Agent.
In connection with the Exchange Offer, book-entry interests in the
depositary interests in the Original Notes ("Original Book-Entry Interests") may
be tendered in exchange for book-entry interests in the depositary interests in
the Exchange Notes ("Exchange Book-Entry Interests"), which are traded through
the facilities of Morgan Guaranty Trust Company of New York, as operator of the
Euroclear system ("Euroclear"), and Clearstream Banking SA ("Clearstream" and,
together with Euroclear, each a "Book-Entry Transfer Facility"). References
herein to Original Notes include Original Book-Entry Interests and references to
Exchange Notes include Exchange Book-Entry Interests.
An electronic instruction relating to the Exchange Offer must be sent to a
Book-Entry Transfer Facility in accordance with their procedures in order to
tender Original Notes. All deliveries of Original Notes must be made in
accordance with their procedures and pursuant to the procedures set forth in the
Prospectus.
Upon receipt of an electronic instruction from a registered holder of
Original Notes, the Book Entry Transfer Facility will block the position of
Original Notes that such registered holder has requested to exchange and upon
completion of the Exchange Offer and upon confirmation of receipt of the
Exchange Notes, the Book-Entry Transfer Facility will simultaneously transfer
the Original Notes out of the participant's accounts and replace them with an
equivalent amount of Exchange Notes. By sending such electronic instruction, the
registered holder, on behalf of itself and the beneficial owners of such
Original Notes, agrees to be bound by the terms of this Letter of Transmittal
and confirms all provisions of this Letter of Transmittal applicable to it and
such beneficial owners as fully as if it had completed the information required
herein and executed and transmitted this Letter of Transmittal to The Bank of
New York, London Branch.
The instructions included with this Letter of Transmittal must be followed
in their entirety. Questions and requests for assistance or for additional
copies of the Prospectus or this Letter of Transmittal may be directed to The
Bank of New York, London Branch, at the address listed above.
Each registered holder transmitting an instruction to exchange Original
Notes for Exchange Notes through a Book-Entry Transfer Facility, on behalf of
itself and the beneficial owner of the Original Notes tendered thereby,
acknowledges receipt of the Prospectus and this Letter of Transmittal and agrees
to be bound by the terms and conditions of the Exchange Offer as set forth in
the Prospectus and this Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to BROKAT the number of Original Notes set
forth below, and hereby irrevocably constitutes and appoints The Bank of New
York, London Branch, as the true and lawful agent and attorney- in- fact of the
undersigned with respect to the Original Notes, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) cause ownership of the Original Notes to be canceled upon
acceptance by BROKAT of the Original Notes pursuant to the Exchange Offer, and
(ii) receive all benefits and otherwise exercise all rights of beneficial
ownership of the Original Notes, all in accordance with the terms of the
Exchange Offer.
The undersigned understands that tenders of Original Notes pursuant to the
procedures described under the caption "The Exchange Offer" in the Prospectus
and in the instructions hereto will constitute a binding agreement between the
undersigned and BROKAT upon the terms and subject to the conditions of the
Exchange Offer, subject only to withdrawal of such tenders on the terms set
forth in the Prospectus under the caption "The Exchange Offer -- Withdrawal
Rights". All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and any beneficial owner(s), and
every obligation of the undersigned or any beneficial owner(s) hereunder shall
be binding upon the heirs, representatives, successors and assigns of the
undersigned and such beneficial owner(s).
The undersigned hereby represents and warrants that it has full power and
authority to tender, exchange, assign, and transfer the Original Notes and
BROKAT will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges, encumbrances, and adverse claims when the Original
Notes are acquired by BROKAT as contemplated herein. The undersigned and each
beneficial owner will, upon request execute and deliver any additional documents
reasonably requested by BROKAT or The Bank of New York, London Branch, as
necessary or desirable to complete and give effect to the transactions
contemplated hereby.
By tendering, each holder of Original Notes represents to BROKAT that (i)
the Exchange Notes acquired in connection with the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is such tendering holder, (ii)
neither the tendering holder nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes, (iii) if the tendering holder or any such other person is not a
broker-dealer, or is a broker-dealer but will not receive Exchange Notes for its
own account in exchange for Original Notes, then neither the tendering holder
nor any such other person is engaged in or intends to participate in a
distribution of such Exchange Notes and (iv) neither the tendering holder nor
any such other person is an "affiliate" of BROKAT within the meaning of Rule 405
under the Securities Act. If the tendering holder of Original Notes is a
broker-dealer (whether or not it is also an "affiliate") that will receive
Exchange Notes for its own account pursuant to the Exchange Offer, it represents
that the Original Notes to be exchanged for the Exchange Notes were acquired by
it as a result of market-making activities or other trading activities, and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes. However, by
so acknowledging and by delivering a prospectus, such tendering holder will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
IMPORTANT: The electronic tender of Original Notes through the electronic
transfer systems of Euroclear and/or Clearstream, as applicable, must be
received by Euroclear and/or Clearstream prior to 5:00 p.m., London time, on the
Expiration Date.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING THE BOXES
<TABLE>
<CAPTION>
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BOX 1
DESCRIPTION OF ORIGINAL NOTES TENDERED
(Attach additional signed pages, if necessary)
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<S> <C> <C> <C> <C> <C>
Name(s) and Aggregate Account Where Account ISIN Code of Account to Be
Address(es) of Principal Original Notes Holder's Name Original Notes Credited With
Beneficial Owner Amount are Held Exchange Notes
(Please fill in, Tendered*
if blank)
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Total
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* The minimum permitted tender is _1,000 in principal amount of Original Notes.
All other tenders must be integral multiples of _1,000 principal amount. Unless
otherwise indicated in this column, the principal amount of all Original Notes
identified in this Box 1 or delivered to The Bank of New York, London Branch,
herewith shall be deemed tendered.
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</TABLE>
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BOX 2
TENDERING HOLDER SIGNATURE
(See Instruction 1)
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X________________________________________________________
X________________________________________________________
(Signature of holder(s) or authorized signatory)
If a signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer, or other person acting in a fiduciary or representative capacity,
such person must set forth his or her full title below.
Name(s): _________________________________________________________
Capacity: _________________________________________________________
Street Address: ___________________________________________________
___________________________________________________
(Zip Code)
Area Code and Telephone Number:_______________________________
Tax Identification or Social Security Number:_________________
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BOX 3
BROKER-DEALER STATUS
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[ ] Check this box if the beneficial owner of the Original Notes is a broker-
dealer who acquired the Original Notes for its own account as a result of
market-making activities or other trading activities and wishes to receive
10 additional copies of the Prospectus and 10 copies of any amendments or
supplements thereto. If this box is checked, an executed copy of this
Letter of Transmittal must be received within three Luxembourg Stock
Exchange trading days after the Expiration Date by The Bank of New York,
London Branch, Attention: Emma Wilkes, Reorganization Department, at the
address set forth above.
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
I. Delivery of this Letter of Transmittal. This Letter of Transmittal is to be
read by the beneficial owners of Original Notes who wish to exchange their
Original Notes pursuant to the Exchange Offer. For a holder to properly tender
Original Notes pursuant to the Exchange Offer, a properly completed electronic
tender message sent to Euroclear and/or Clearstream, must be received prior to
5:00 p.m., London time, on the Expiration Date. Neither BROKAT nor The Bank of
New York, London Branch, is under any obligation to notify any tendering holder
of BROKAT's acceptance of Original Notes prior to the closing of the Exchange
Offer. Delivery of the Original Notes will be deemed made only when actually
received or confirmed by The Bank of New York, London Branch.
II. Partial Tenders. Tenders of Original Notes will be accepted only in integral
multiples of _1,000 in principal amount. If less than the entire principal
amount of Original Notes held by the tendering holder is tendered, the tendering
holder should fill out the applicable items in the electronic tender message
sent to Euroclear and/or Clearstream. The entire principal amount of Original
Notes delivered to The Bank of New York, London Branch, will be deemed to have
been tendered unless otherwise indicated.
III. Transfer Taxes. BROKAT will pay all transfer taxes, if any, applicable to
the exchange of Original Notes pursuant to the Exchange Offer. If, however, a
transfer tax is imposed for any reason other than the transfer and exchange of
Original Notes pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or on any other person)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the electronic message
sent to Euroclear and/or Clearstream, the amount of such transfer taxes will be
billed directly to such tendering holder.
IV. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of Original Notes will be
determined by BROKAT in its sole discretion, which determination will be final
and binding. BROKAT reserves the right to reject any and all Original Notes for
validly tendered or any Original Notes BROKAT's acceptance of which would, in
the opinion of BROKAT or its counsel, be unlawful. BROKAT also reserves the
right to waive any conditions of the Exchange Offer or defects or irregularities
in tenders of Original Notes or as to any ineligibility of any holder who seeks
to tender Original Notes in the Exchange Offer. The interpretation of the terms
and conditions of the Exchange Offer (including this Letter of Transmittal and
the instructions hereto) by BROKAT shall be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of
Original Notes must be cured within such time as BROKAT shall determine. Neither
BROKAT, The Bank of New York, London Branch, nor any other person shall be under
any duty to give notification of defects or irregularities with respect to
tenders of Original Notes, nor shall any of them incur any liability for failure
to give such notification. Tenders of Original Notes will not be deemed to have
been made until such defects or irregularities have been cured or waived. Any
Original Notes received by The Bank of New York, London Branch, that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by The Bank of New York, London Branch, to the
tendering holders, unless otherwise provided in this Letter of Transmittal, as
soon as practicable following the Expiration Date.
V. Waiver of Conditions. BROKAT reserves the absolute right to amend, waive or
modify any of the conditions in the Exchange Offer in the case of any Original
Notes.
VI. No Conditional Tender. No alternative, conditional, irregular, or
contingent tender of Original Notes will be accepted.
VII. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to The Bank of New York, London Branch, at the
address indicated herein. Tendering holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
VIII. Acceptance of Original Notes and Issuance of Exchange Notes; Return of
Original Notes. Subject to the terms and conditions of the Exchange Offer,
BROKAT will accept for exchange all validly tendered Original Notes as
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soon as practicable after the Expiration Date and will issue Exchange Notes
therefor as soon as practicable thereafter. For purposes of the Exchange Offer,
BROKAT shall be deemed to have accepted Original Notes when, as and if BROKAT
has given written or oral notice (immediately followed in writing) thereof to
The Bank of New York, London Branch.
IX. Withdrawal. Tenders may be withdrawn only pursuant to the procedures set
forth in the Prospectus under the caption "The Exchange Offer-Withdrawal
Rights."
10. Incorporation of Letter of Transmittal. This Letter of Transmittal shall be
deemed to be incorporated in and acknowledged and accepted by any tender through
procedures established by a Book-Entry Transfer Facility by any participant in
the Book-Entry Transfer Facility on behalf of itself and the beneficial owners
of any Original Notes so tendered.
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