Thales S.A.
Thales english
THALES CLOSES A CONVERTIBLE AND/OR EXCHANGEABLE BOND OFFERING OF EUR 435 mn
Ad-hoc-announcement processed and transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE IN OR INTO THE UNITED STATES JAPAN OR CANADA
December 11, 2001 – THALES announces the closing of a Euro 435 million offering
of convertible and/or exchangeable bonds which may increase to Euro 500
million, in case of exercise of the over-allotment option. This issue will be
used for THALES’ general financing needs and, in particular, to increase its
financial flexibility, permit refinancing on more favorable terms and increase,
in the future, its float while at the same time limiting dilution, if need be,
by the utilization of treasury stock.
Avis granted by the Commission des participations et des transferts, which will
be followed by a decision (arrete) of the Minister of Economy (Ministre de
l’Economie, des Finances et de l’Industrie) dated December 11, 2001.
Aggregate value of the issue: Euro 435 million, and may be increased to Euro
500 million in the case of exercise of the over-allotment option.
Nominal value per bond: 50.97 euros.
Issue/redemption price: par.
Issue date and settlement date: December 20, 2001.
Coupon: 2.5%.
Gross Yield to Maturity: 2.5%.
Term of the bonds: 5 years and 12 days.
Redemption at Maturity: in full at par value on January 1, 2007.
Early redemption at the option of the issuer: possible.
Conversion and/or exchange of the bonds for Thales shares: at the option of the
investor, at any time from December 20, 2001, the date of settlement of the
bonds, until the seventh business day preceding the redemption date, at a rate
of one share per bond. THALES may, at its discretion, settle conversions using
either existing shares or new shares.
Early redemption in the event of a default: the bonds will be redeemable in
accordance with the terms of the Note d’Operation Definitive.
Subscription period for the public in France: from December 12 to December 14,
2001 inclusive.
Rating: Standard & Poor’s has confirmed to the issuer that the bonds will be
rated “A-“.
Credit Agricole Indosuez Lazard and Deutsche Bank are Joint Bookrunners and
Joint Lead managers of this offering.
A Note d’Operation Definitive in the French language, which has received the
visa number 01-1415 dated December 11, 2001 of the Commission des operations de
bourse, is available, together with a free translation thereof into the English
language.
end of ad-hoc-announcement (c)DGAP 11.12.2001
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
NOT FOR RELEASE IN OR INTO THE UNITED STATES JAPAN OR CANADA
No copy of this announcement is being or should be distributed in or sent into
the United States, Japan or Canada. This announcement is not an offer of
securities for sale or a solicitation of an offer to buy securities in the
United States. Securities may not be offered or sold in the United States
absent registration or an exemption from registration under the United States
Securities Act. THALES does not intend to register any portion of the offering
in the United States or to conduct a public offering of shares in the United
States.
This communication does not constitute an offer of securities for sale or a
solicitation of an offer to buy securities in the United Kingdom.
Stabilisation/FSA
THALES CLOSES A CONVERTIBLE AND/OR EXCHANGEABLE BOND OFFERING OF EURO 435
MILLION
December 11, 2001 – THALES announces the closing of a Euro 435 million offering
of convertible and/or exchangeable bonds which may increase to Euro 500
million, in case of exercise of the over-allotment option.
This issue will be used for THALES’ general financing needs and, in particular,
to increase its financial flexibility, permit refinancing on more favorable
terms and increase, in the future, its float while at the same time limiting
dilution, if need be, by the utilization of treasury stock.
Avis granted by the Commission des participations et des transferts: the issue
has been the subject of an Avis of the Commission des participations et des
transferts which will be followed by a decision (arrete) of the Minister of
Economy (Ministre de l’Economie, des Finances et de l’Industrie) dated December
11, 2001.
Aggregate value of the issue: Euro 435 million, and may be increased to Euro
500 million in the case of exercise of the over-allotment option.
Nominal value per bond: 50.97 euros.
Issue/redemption price: par.
Issue date and settlement date: December 20, 2001.
Coupon: 2.5%.
Gross Yield to Maturity: 2.5%.
Term of the bonds: 5 years and 12 days.
Redemption at Maturity: in full at par value on January 1, 2007.
Early redemption at the option of the issuer:
Possible:
(i) for all or part of the bonds remaining outstanding, by means of
purchase on or off the stock exchange or by means of a public offer;
(ii) for all bonds remaining outstanding from January 1, 2005 until the
seventh business day preceding the redemption date, at a redemption price equal
to par value plus accrued interest from the interest payment date preceding the
early redemption date until the effective redemption date, if the product of
(i) the exchange ratio in effect and (ii) the arithmetic average of the opening
quoted price of a Thales share on the Premier Marche of Euronext Paris S.A.
calculated over a period of 10 consecutive stock exchange trading days during
which the shares are quoted, as selected by the Company from among the 20
consecutive stock exchange trading days during which the shares are quoted
preceding the date of publication of a notice concerning such early redemption,
exceeds 120% of such early redemption price;
(iii) for all bonds remaining outstanding at any time, at the early
redemption price as defined above, if less than 10% of bonds issued remain
outstanding.
Conversion and/or exchange of the bonds for Thales shares: at the option of the
investor, at any time from December 20, 2001, the date of settlement of the
bonds, until the seventh business day preceding the redemption date, at a rate
of one share per bond. THALES may, at its discretion, settle conversions using
either existing shares or new shares.
Early redemption in the event of a default: the bonds will be redeemable in
accordance with the terms of the Note d’Operation Definitive.
Subscription period for the public: The public in France may subscribe to this
issue from December 12, 2001 to December 14, 2001 inclusive.
Rating: Standard & Poor’s has confirmed to the issuer that the bonds will be
rated “A-“.
Credit Agricole Indosuez Lazard and Deutsche Bank are Joint Bookrunners and
Joint Lead managers of this offering.
A Note d’Operation Definitive in the French language, which has received the
visa number 01-1415 dated December 11, 2001 of the Commission des operations de
bourse, is available, together with a free translation thereof into the English
language.
The visa of the Commission des operations de bourse is accompanied by the
following warning:
The Commission des operations de bourse draws the attention of the public to
the particular characteristics of the financial instruments described in the
prospectus. Such financial instruments are governed by articles L. 228-91 et
seq. of the French Commercial code (Code de commerce) and do not have all the
characteristics of convertible or exchangeable bonds. In particular, in the
event of early redemption or redemption at maturity, holders shall only be
entitled to exercise their rights to receive shares during the period between
the date of the notice announcing such redemption (which shall be published at
least one month before such redemption date) and the seventh business day
preceding the actual date of such redemption.
Contacts
THALES,173, boulevard Haussmann, 75008 Paris
e-mail : ir@thalesgroup.com
JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS
Fax : +33 (0)1 44 13 08 53
Fax : +44 207 545 63 01
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WKN: 850842; ISIN: FR0000121329; Index:
Listed: Amtlicher Handel in Düsseldorf, Frankfurt; Freiverkehr in Berlin,
München, Stuttgart
112039 Dez 01
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