Following the successful placement of its hybrid perpetual subordinated convertible bonds (the “Bonds”), Groupe Steria determined the final terms of the offering. The aggregate principal amount of the bond issue amounts to ¤148,499,985.04, corresponding to 3,974,839 Bonds with a nominal value of ¤37.36 each. This amount may be increased to up to ¤152,449,310.64, corresponding to 4,080,549 Bonds pursuant to the over-allotment option granted to the Joint Bookrunners to be exercised by 16 November 2007. The aim of this Bond issue is to refinance in part the Xansa acquisition alongside a ¤201 million rights issue launched simultaneously. The nominal value of the Bonds is ¤37.36, representing an issue premium of 25% over the Groupe Steria reference share price of ¤29.89. Each Bond will give the right to the delivery of one new or existing Steria share, subject to any further potential adjusments (including in respect of the concurrent rights issue). The Bonds will bear interest at an annual rate of 5.70% until 31 December 2012. From 1 January 2013, Bonds that have not been converted into shares or redeemed before that date will no longer be convertible and will bear an annual interest rate of 3-month Euribor + 8%. The Bonds were offered by way of a private placement to institutional investors on 13 November 2007 in France and outside France excluding the United States, Canada, Australia and Japan where no placement took place. The Bonds are offered to the public in France from 13 November 2007 to 15 November 2007 included. Settlement and delivery of the Bonds are scheduled to take place on 20 November 2007. This offering is managed by BNP PARIBAS and HSBC acting as Joint Lead-Managers and Joint Bookrunners.
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 Joint Lead-Managers and Joint Bookrunners. It is also available on the websites of Groupe Steria (www.steria.com) 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.com) 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.firstname.lastname@example.orgInvestor Relations:
Olivier PSAUME Tel: +33 1 34 88 55 60 / +33 6 17 64 29 39 email@example.com
Schedule: Final terms
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 per Bond - Issue Price of the Bonds Nominal value per Bond: ¤37.36. The issue premium is 25% above the Groupe Steria reference share price of ¤29.89. The Bonds will be issued at par value. Principal Amount of the Issue Aggregate principal initial amount of ¤148,499,985.04. BNP Paribas and HSBC have been granted an over-allotment option, which, if exercised, would increase the issue up to a maximum aggregate principal amount of ¤152,449,310.64. The over-allotment option may be exercised once 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 ¤152.4 million and approximately ¤149.0 million if the over-allotment option is exercised. The minimum and maximum amount of Bonds to be issued before and after exercise of the over-allotment option will respectively be equal to 3,974,839 and 4,080,549. 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 of 5.70%, payable in arrear 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 ¤0.24 per Bond calculated pro rata temporis will be paid on January 1, 2008. 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 of 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 184.108.40.206 “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 220.127.116.11 “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 in accordance with the conditions described in Paragraph 18.104.22.168 “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 April 1, July 1, October 1 and January 1 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. 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 inclusive. 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 is 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 indicated 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: firstname.lastname@example.org© Copyright Actusnews Wire
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