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News Release from: Bookham
Edited by the Electronicstalk Editorial Team on 28 June 2004

Bookham set to emigrate to the USA

The board of directors of Bookham Technology has approved a proposal to change the corporate domicile of Bookham to the USA.

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The board of directors of Bookham Technology has approved a proposal to change the corporate domicile of Bookham to the USA. The proposed change of domicile is to be effected by a UK court-approved scheme of arrangement. Under the scheme, every 10 existing Bookham ordinary shares will be exchanged for one share of common stock in a newly incorporated Delaware corporation Bookham Inc.

The Bookham Inc common stock is expected to be listed on the Nasdaq National Market.

The board believes that this share exchange ratio will establish an initial trading price for the Bookham common stock that more accurately reflects the trading price of shares in the US market and an equity structure more typical of a company of Bookham's size.

A circular, which will contain full details of the scheme, will be posted to holders of Bookham ordinary shares and Bookham American depositary shares as soon as practical.

The board believes that the proposed change of domicile is in the best interests of the company.

The proposal reflects the transformation within Bookham, its business activities, customer base and ownership in the four years since its initial public offering.

The board believes the move represents a natural next step in the company's strategy for building on its position as a leading supplier of optical components and subsystems.

The board also believes the move will improve its strategic positioning by placing it closer to end demand for its products and facilitating management of its global operations.

In addition, the company's peer group is principally located in the USA, and this move is expected to allow Bookham to compete with these companies on an equal footing for investment and acquisition opportunities.

The company remains committed to its operations outside the USA, particularly its UK businesses and facilities, customers and employees and expects they will remain largely unaffected by this change of domicile.

The company expects to continue to invest in the development of its UK technology base, and in particular in its two main UK facilities in Caswell and Paignton.

The completion of the proposed change of domicile will be subject to a number of conditions, including shareholder approval, court approval and taxation clearances.

If approved, the change in domicile is expected to be completed by 30th September 2004.

Commenting on the proposal, Giorgio Anania, Chief Executive Officer of Bookham, said: "Over the past four years since our IPO, our business has changed significantly and we believe a change in domicile would more accurately reflect the current profile of the company and be in the best interests of shareholders".

"We believe that redomiciling as a US company will provide us with a better platform for executing our strategy and position us closer to developments within our industry".

Bookham is also to change its fiscal year end from 31st December to 30th June.

This change is being made in connection with the proposed change in corporate domicile and will enable the company to convert to US GAAP (generally accepted accounting principles) with US dollar functional currency in the shortest possible timeframe.

Under UK legislation, a company's fiscal year ends on its accounting reference date or a date up to seven days either side of the accounting reference date, if this is more convenient.

Accordingly, as 30th June 2004 is a business day, it has been determined that Bookham's current fiscal year will end on Saturday 3rd July 2004.

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