Groupe Steria announces the simultaneous launch of a hybrid subordinated convertible bond for ¤148 million and a ¤201 million rights issue for existing shareholders in order to refinance the bridge loan used to finance the acquisition of Xansa plc, which was completed on 17 October 2007. This refinancing is the final step in the successful completion of the acquisition of Xansa and allows the Group to develop one of the most advanced business models in the European IT Services sector.
Hybrid subordinated convertible bonds The hybrid subordinated convertible bond issue of ¤148 million is launched with a 25% to 30% conversion premium range and 5.2% to 5.7% coupon range. The issue size may be increased up to ¤171 million pursuant to an over-allotment option. There will be a coupon step-up from 1 January 2013, should the bonds have not been converted by that date. Settlement of the hybrid subordinated convertible bond is expected to take place on 20 November 2007. The key terms and conditions of the hybrid surbordinated convertible bonds are described in Schedule A. The hybrid subordinated convertible bonds will be accounted as equity under IFRS.
Rights issue The subscription period for the rights issue will begin on 15 November 2007 and will end on 28 November 2007. Every Steria shareholder will receive a preferential subscription right for every share held as of the closing of the stock market trading session on 14 November, 2007. During the subscription period, preferential subscription rights will be listed and traded on the Eurolist by Euronext Paris under ISIN code FR0010538009. 9 preferential subscription rights will entitle their holder to subscribe for 4 new shares, at a price of ¤23,20 euros per new share. Subscriptions subject to reduction will be permitted. Settlement and admission to trading of the 8,663,204 new shares on the Eurolist by Euronext Paris is expected to take place on 11 December 2007. The key terms and conditions of the rights issue are described in Schedule B.
“The launch of this refinancing is the final step in the successful completion of the acquisition of Xansa which considerably accelerates the implementation of Steria’s strategic plan through highly client-customised services and a fully integrated Europe-India delivery model. The operation reinforces our position in the top 10 IT Service providers in Europe (1.8bn euros revenue with more than 18,000 employees2 of which 5,000 in India ). It propels us to a number nine position in the UK IT Services market with a leading position in the fast growing BPO market, Groupe Steria CEO François Enaud said. “Moreover, the simultaneous launch of a hybrid subordinated convertible bond and a rights issue will enable us to optimise the impact of this refinancing on the earnings per share”.
Update on the Xansa acquisition At this stage, the overall process has been fully in line with the initial timetable. The integration governance has the full involvement of the Group Executive Committee members and the new management structure in the United Kingdom has been in place since the 17 October. Additionally, two former Xansa senior executive directors have been nominated as new Group Executive Committee members (Mukesh Aghi as India CEO and David Leigh as Group BPO Director). Less than one month after the change of control, Groupe Steria is able to announce that a significant number of synergies have already been achieved. In this context the Group has confidence in its ability to deliver the costs synergies as planned and announced on the 30 July. As a result, the Group has defined as an objective an operating margin rate for 2008 among the highest in the European sector, at above 8%.
A prospectus relating to the hybrid subordinated convertible bond issue drafted in French and comprised of (i) a reference document (document de référence) which was filed with the Autorité des marchés financiers (AMF) on 18 April 2007 under the number D.07-0355, (ii) an update to the reference document (actualisation du document de référence) which was filed with the AMF on 12 November 2007 under the number D.07-0355 -A01 and (iii) a note d’opération (including the summary of the prospectus), which has received from the AMF the visa n°07-394 on 12 November 2007, is available free of charge at the registered offices of Groupe Steria and of the Global Coordinators, Joint Lead-Managers and Joint Bookrunners. It is also available on the websites of Groupe Steria (www.steria.fr) and of the AMF (www.amf-france.org). Groupe Steria draws the public’s attention to the risk factors relating to Groupe Steria and the hybrid bonds which are described in the prospectus. A prospectus relating to the rights issue drafted in French and comprised of (i) a reference document (document de référence) which was filed with the AMF on April 18, 2007 under the number D.07-0355, (ii) an update to the reference document (actualisation du document de référence) which was filed with the AMF on 12 November 2007 under the number D.07-0355-A01 and (iii) a note d’opération (including the summary of the prospectus), which has received from the AMF the visa n°07-393 on 12 November 2007, is available free of charge at the registered offices of Groupe Steria and of the Global Coordinators, Joint Lead-Managers and Joint Bookrunners. It is also available on the websites of Groupe Steria (www.steria.fr) and of the AMF (www.amf-france.org). Groupe Steria draws the public’s attention to the risk factors relating to Groupe Steria, its shares and the preferential subscription rights which are described in the prospectus.
This press release must not be published, distributed or disseminated, directly or indirectly, in the United States, Australia, Canada, or Japan.
This press release and the information it contains do not constitute an offer to sell or subscribe or a solicitation of an order to buy or subscribe for securities in any country.
The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this press release comes are required to inform themselves about and to observe such laws.
This document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. There will be no public offering of these securities in the United States.
In the United Kingdom, this announcement, insofar as it constitutes an invitation or inducement to participate in the offering, is only being distributed to and only directed at (1) persons who have professional experience in matters related to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth entities falling within Article 49(2)(a)-(d) of the Order or (2) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons.
Groupe Steria is listed on Euronext Paris, Eurolist (Compartment B) ISIN: FR0000072910, Bloomberg Code: RIA FP, Reuters Code: TERI.PA CAC MID&SMALL 190, CAC MID 100, CAC Soft&CS, CAC Technology SBF 120 general index, SBF 250, SBF 80, IT CAC, NEXT 150 For further information, please visit our website: http://www.steria.com
Press officer: Isabelle GRANGE Tel: +33 1 34 88 64 44 / +33 6 15 15 27 92 Isabelle.email@example.comInvestor Relations:
Olivier PSAUME Tel: +33 1 34 88 55 60 / +33 6 17 64 29 39 firstname.lastname@example.org
Key Terms and Conditions of the Hybrid Subordinated Convertible Bonds Any capitalized word not defined in this Schedule will have the same meaning as in the Prospectus Principal Amount of each of the Bonds - Issue Price of the Bonds The nominal value of each Bond, which will be determined at the end of the bookbuilding period, will be announced in a press release by the Company. The issue premium will be between 25% and 30% of the volume-weighted average of the share price of the Company’s shares on Eurolist by Euronext from the opening of the market on November 13, 2007 until the final terms of the offering are determined on that same date. The Bonds will be issued at par value. Principal Amount of the Issue Total principal initial amount of approximately ¤148.5 million. BNP Paribas and HSBC have been granted an over-allotment option, which, if exercised in full, would increase the issue up to a maximum principal amount of approximately ¤170.7 million (corresponding to a maximum of 15% of the initial amount). The over-allotment option may be exercised once, in full or in part, and no later than on November 16, 2007. Gross proceeds and estimated net proceeds respectively ¤148.5 million and approximately ¤145.1 million, excluding exercise of the over-allotment option, and ¤170.7 million and approximately ¤166.8 million if the over-allotment option is exercised in full. The minimum and maximum amount of Bonds to be issued (before and after the exercise in full of the over-allotment option) will respectively be equal to the amounts of the issuance before and after the exercise in full of the over-allotment option, divided by the nominal amount of each Bond. The final terms of the offering will be announced in the press release expected to be published by the Company on November 13, 2007. In the event that the bookbuilding process does not permit the determination of final terms (issue premium and annual interest) within the limits described in the Offering Note, a new prospectus featuring the definitive conditions as established at the end of the bookbuilding process will be submitted to the AMF. Settlement Date of the Bonds Scheduled on November 20, 2007. Annual Interest
- From November 20, 2007 to December 31, 2012 (the “Option Expiry Date”)
The Bonds will bear interest at an annual rate between 5.20% and 5.70%, payable in arrears on January 1 each year or the following business day if such date is not a business day (the “Interest Payment Date”) and for the first time on January 1, 2008, subject to the provisions of Paragraph “Suspension of interest payments” of this Offering Note. As an exception to the above, for the period starting on November 20, 2007 inclusive, through December 31, 2007 inclusive, interest of approximately ¤0.25 per Bond calculated pro rata temporis will be paid on January 1, 2008 (assuming a nominal value of the Bonds of ¤40.15 and an annual interest rate of 5.45%). In the event of a Change of Control, as defined in Paragraph 4.9.3 “Early redemption at the Company’s option” of the Offering Note, the Bonds will bear interest at a rate between 5.20% and 5.70% plus 500 basis points. Should the Bonds be converted into shares, they will cease to bear interest as of January 1 preceding the date of conversion.
- Beginning on January 1, 2013 and for the entire term of the issuance
The Bonds will bear interest on a quarterly basis calculated at the Floating Interest Rate (as defined at paragraph 126.96.36.199 “Interest Payment” of this Offering Note), payable on a quarterly basis in arrears on April 1, July 1, October 1, and January 1 of each year (each of these dates being a “Quarterly Interest Payment Date”), subject to the provisions of Paragraph 188.8.131.52 “Suspension of Interest Payments” of the Offering Note. The first floating interest rate payment will be made on April 1, 2013 for the Interest Period beginning on January 1, 2013 (an Interest Period covering the period running from a Quarterly Interest Payment Date (inclusive) to the next (exclusive). In the event of a Change of Control, the Bonds will bear interest at the Floating Interest Rate plus 500 basis points. Suspension of Interest Payments The payment of interest due on the Bonds may be suspended under the conditions described in Paragraph 184.108.40.206 “Suspension of Interest Payments” of the Offering Note. Duration Perpetual. Redemption The Bonds are perpetual securities. Subject to early redemption at the option of the Company, the Bonds will be redeemable only if the Company is liquidated or upon expiry of the corporate life stated in the Company’s by laws (unless extended as provided pursuant to the applicable legislation). In both cases, the Bonds will be redeemed at par. Early Redemption at the Option of the Company The Company may, at its sole option, redeem the Bonds, subject to prior payment of Deferred Interest and Additional Interest: • In full or in part, at any time, without limitation on price and subject to the agreement of the majority of the banks participating in the Syndicated Senior Loan, by repurchases on the market or by way of off market transactions or by way of public offerings. The “Syndicated Senior Loan” means the syndicated senior loan granted under the syndicated multi-currency loan agreement (notably comprising a bridge loan) of £541 million and ¤253 million entered into between the Company and BNP Paribas on July 29, 2007, as amended, novated, extended, reiterated or refinanced at any time. • Effective from January 1, 2011 and until December 31, 2012, for all the Bonds and subject to the agreement of the majority of the banks participating in the Syndicated Senior Loan, at par value plus accrued interest since the Interest Payment Date preceding the early redemption date until the effective redemption date, Deferred Interest and, where appropriate, Additional Interest, if the arithmetic mean (calculated over a period of 20 consecutive trading days from among the 45 consecutive trading days preceding publication of the early redemption notice) of the products of (i) the opening prices of the shares and (ii) the current Conversion/Exchange Ratio exceeds 130% of the principal amount of the Bonds. • From December 31, 2012, and for the first time on December 31, 2012 (with a redemption on January 1, 2013 or, if this date is not a business day, on the following business day), then on a quarterly basis on March 31, June 30, September 30 and December 31 each year, for all the Bonds, subject to the agreement of the majority of the banks participating in the Syndicated Senior Loan, at par value plus accrued interest since the Quarterly Interest Payment Date preceding the early redemption date until the date of effective redemption, Deferred Interest and Additional Interest, if any. • At any time, for all of the Bonds still outstanding, subject to the agreement of the majority of the banks participating in the Syndicated Senior Loan, if fewer than 15% of Bonds issued are still outstanding, at par value plus accrued interest since the most recent Interest Payment Date or, where appropriate, the most recent Quarterly Interest Payment Date preceding the early redemption date until the date of effective redemption, Deferred Interest and Additional Interest, if any. • If there is a Change of Control of the Company. Redemption at Bondholders’ Option None. Maintenance of Bondholders’ Rights Until the Option Expiry Date, if the Company carries out certain financial transactions (including the Capital Increase), the rights of Bondholders will be maintained by adjusting the Conversion/Exchange Ratio. Furthermore, concerning the adjustments not provided by Article L.228-99 of the French Commercial Code, the Conversion/Exchange Ratio will be adjusted, subject to the authorized share capital determined by the general shareholders’ meeting of the Company held on June 14, 2006 or, as the case may be, by any subsequent general shareholders’ meeting to the extent authorized by law (see Section 4.11.1 “General Shareholders’ Meeting Having Authorized the Issuance” of the Offering Note). Conversion and/or Exchange of the Bonds At any time from December 30, 2007 until the Option Expiry Date, at the ratio of ONE share for ONE Bond, subject to any further adjustments. The Company may elect to deliver new and/or existing shares. Rights Attached to New Shares Issued Following a Conversion The new shares issued following conversion of the Bonds will carry dividend entitlements from the first day of the financial year during which the Bonds will have been converted. Rights Attached to Existing Shares Delivered Following an Exchange The existing shares delivered following the exchange of Bonds will carry dividend entitlements from their date of delivery. Ranking - Subordination In the event of liquidation, payment of accrued interest (and deferred interest and additional interest, if any) and redemption of the principal due in respect of the Bonds is entirely subordinated to prior payment of the Company’s unsubordinated debt. Rating of the Issue None. Applicable Law French law. D. PRACTICAL TERMS AND CONDITIONS 1. Provisional Timetable November 12, 2007 • AMF visa on the French Prospectus (prepared in connection with the public offering in France) November 13, 2007 • Press release by the Company announcing the launch of the Bond issue • Publication of a Euronext Paris S.A. notice announcing the launch of the Bond issue • Opening and closing of bookbuilding for the placement to institutional investors • Opening of the French public offering • Determination of the final terms and conditions of the issue • Press release indicating the closing of the institutional bookbuilding and describing the final terms and conditions of the issue • Publication of a Euronext Paris S.A. notice announcing the terms of the offering November 15, 2007 • Closing of the subscription period in France November 16, 2007 • Publication of the legal notice in the BALO• End of the over-allotment option exercise period
• If applicable, press release announcing the exercise of the over-allotment option in full or in part November 20, 2007 • Settlement and Delivery of the Bonds • Admission of the Bonds to trading. For information, the subscription period for the Capital Increase will open on November 15, 2007, and will close on November 28, 2007. 2. Terms and Conditions Governing Subscription Absence of Preferential Subscription Rights and Priority Period The Company’s shareholders have waived their preferential subscription rights. No priority period is provided for. Subscription Subscription will be opened to the public in France from November 13, 2007 to November 15, 2007 inclusive. Intention of the Principal Shareholders The Company is not aware of whether its principal shareholders intend to participate in this issue, with the exception of Mr. Jean Carteron, who has incidated that he does not intend to participate in the offering. Advisors in connection with the Offering BNP Paribas (Joint Lead Manager and Joint Bookrunner of the offering) is also acting as Global Coordinator, Joint Lead Manager and Bookrunner in the Capital Increase and as arranger, lender and credit agent in connection with the Syndicated Senior Loan. NATIXIS, Société Générale and CALYON are acting as lenders in connection with the Syndicated Senior Loan. Listing of the Bonds Eurolist by Euronext market. Trading is expected to begin on November 20, 2007 (under ISIN code number: FR0010544734). Listing of the Shares Deliverable upon Conversion and/or Exchange Compartment B (Eurolist by EuronextTM). 3. Investor contact
Olivier Psaume Director of Strategy and Investor Relations Groupe Steria SCA 46, rue Camille Desmoulins 92130 Issy les Moulineaux Tel.: + 33 (0)1 34 88 55 60 Fax: + 33 (0)1 34 88 62 00 E-mail: email@example.com
Key terms and conditions of the rights issue
Any word beginning with a capital term not defined in the present Schedule will have the same meaning as in the Prospectus filed with the AMF under n° 07-393.
Terms of the offer
Maximum amount of shares being offered Based on the outstanding capital stock of Group Steria at 31 October 2007, or 19,492,215 euros represented by 19,492,215 shares, the capital increase would amount to 200,986,332.80 euros through the issuance of 8,663,204 shares, corresponding to 44.4% of the capital stock and 37.2% of the voting rights of the Company.
Origin of the securities being offered Capital increase with retention of preferential subscription rights.
Subscription price 23.20 euros per share, to be fully paid in cash at time of subscription, comprised of 1 euro nominal value and 22.20 euros issuance premium. Valuation bracket of the Company Not applicable.
Date of effectiveness of new shares January 1, 2007.
Underwriting agreement The issuance of all of the new shares is subject to an underwriting agreement, entered into on 12 November 2007 between the Company and a bank syndicate led by BNP PARIBAS acting in the capacity of Global Coordinator and Joint-Lead Manager and Joint-Bookrunner and Goldman Sachs International acting in the capacity of Joint-Lead Manager and Joint-Bookrunner. This guaranty does not constitute a firm underwriting (garantie de bonne fin) as referred to in Article L.225-145 of the French Commercial Code.
This agreement is described in paragraph 5.4.3 of the offering note approved by the AMF on November 12, 2007 under visa n°07-393.
Stabilization Pursuant to the terms of the underwriting agreement, BNP PARIBAS, acting as capacity of stabilization manager, may, in the name and on behalf of for the account of the other underwriters, may eventually carry out any transaction involving the purchase or sale of preferential subscription rights and existing shares of the Company on Eurolist of Euronext Paris S.A. or otherwise
Such transactions are implemented in order to sustain and may affect the trading price of the Company’s existing shares and the preferential subscription rights and may lead to such price Being set at a higher level than would have otherwise prevailed.
Such transactions may be carried out from 13 November 2007 until 28 November 2007 (inclusive).
The conditions applicable to market stabilization are provided in paragraph 6.5 of the offering note approved by the AMF on November 12, 2007 under visa n°07-393.
Gross proceeds of the issuance 200,986,332.80 euros, including issuance premium
Listing Groupe Steria shares are admitted to trade on the Eurolist by Euronext™ (Compartiment B).
Indicative timetable 12 November 2007
13 November 2007 Visa of the AMF on the prospectus. Execution of the underwriting agreement. Issuance of a press release announcing the transaction.Publication of the Euronext notice relating to the capital increase.
14 November 2007 Publication in the Bulletin des annonces légales obligatoires of the required legal notices relating to the capital increase. 15 November 2007 Opening of the subscription period - start of listing of the preferential subscription rights. 28 November 2007 Close of the subscription period - end of listing of the preferential subscription rights. 7 December 2007 Publication of the Euronext notice to admit the new shares, indicating the definitive amount of the capital increase. 11 December 2007 Issuance of the new shares - settlement-delivery - listing of the new shares.
Subscription terms Preferential subscription rights: subscription is reserved, in priority, for holders of existing shares held at the close of trading on 14 November 2007 or for transferees of their preferential subscription rights: • not subject to reduction, at the rate of 4 new shares of 1 euro nominal value for 9 existing shares held (9 preferential subscription rights will allow holders thereof to subscribe for 4 shares at a price of 23.20 euros per share); • subject to reduction. Subscription period: from 15 November 2007 to 28 November 2007 inclusive.
Theoretical value: Based on a trading price of 31.49 euros (volume weighted average price (VWAP) for shares of Groupe Steria on Eurolist by Euronext™ from opening of trade on 12 November 2007 until 15h00 (Paris time)): • value of a preferential subscription rights: 2.55 euros • value of a Groupe Steria share ex-rights: 28.94 euros.
The offering will be open to the public only in France only.
The applicable restrictions to the offering are described in paragraph 5.2.1 of the offering note approved by the AMF under visa n°07-393.
The role of the Underwriters, namely of BNP PARIBAS, CALYON, Lazard-NATIXIS (Lazard Frères Banque et IXIS Corporate & Investment Bank act jointly and not severally under the business name “Lazard-NATIXIS”) and Société Générale Corporate & Investment Banking, with respect to the issuance of the OSCEANE by the Company is described in paragraph 10.1 of the offering note approved by the AMF under visa n°07-393.
Persons to contact Holders of shares in administrative registered or bearer form: until 28 November 2007 (inclusive), contact their authorized representatives.
Holders of fully registered shares: until 28 November 2007 (inclusive), contact NATIXIS - Service Emetteurs free of charge.
Availability of the prospectus
Copies of the prospectus will be available free of charge from the Joint-Lead Managers and Joint-Bookrunners at the following address: Steria - 46 rue Camille Desmoulins - 92130 Issy les Moulineaux.
The prospectus may also be reviewed on the website of Groupe Steria (www.steria.fr).© Copyright Actusnews Wire
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