THEOLIA : Issuance of bonds convertible into and/or exchangeable for new or existing shares by THEOLIA (OCEANE) - Change of administrative agent for the Bonds

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THEOLIA indicates that the administrative and paying agent for the OCEANEshall be Société Générale and not The Bank of New York as previously contemplated and mentioned in the prospectus which received visa n°07-368 from the Autorité des marchés financiers (AMF) on October 23, 2007.


This press release does not constitute an offering, and the Bond Offer is not a public offer (appel public à l'épargne) in any jurisdiction.

This Offering is lead managed by HSBC Bank plc ("HSBC"), Sole Bookrunner and Joint-Lead Manager.

Société Générale and Oddo et Cie serve as Joint-Lead Managers.

Public information

The French prospectus, consisting of the document de référence registered by the AMF on October 17, 2007 under number R.07-153, a note d'opération and a summary (résumé), received visa n°07-368 from the AMF on October 23, 2007. Copies of this prospectus are available free of charge from THEOLIA's head office (Parc de la Duranne - Les Pléiades - Bâtiment F - 860, rue René Descartes - 13100 Aix-en-Provence).  The prospectus may also be accessed on the Websites of THEOLIA (www.theolia.com) and the AMF (www.amf-france.org). Investors are urged to consider the risk factors set forth in Chapter 4 of THEOLIA's document de référence, as well as in Chapter 2 of the note d'opération.


About THEOLIA

THEOLIA is a leading European independent producer of renewable energies. THEOLIA's activity spans development, construction and operation of wind farms. THEOLIA operates in France, Germany, Spain, Italy, Greece, Eastern Europe as well as India and Brazil. THEOLIA is listed on the compartment B of Eurolist by Euronext(TM) under the mnemonic TEO.

For further information, please contact

THEOLIA
Jean-Marie Santander
Chairman and Chief Executive Officer
Tél : + 33 (0)4 42 904 904
jean-marie.santander@theolia.com

Dolores Muniz
Director of Communication
Tél : + 33 (0)4 42 904 904
dolores.muniz@theolia.com

THEOLIA
French société anonyme (public limited company) with a share capital of ¤38,235,117
Registered office: Parc de La Duranne - 860, rue René Descartes
Les Pléiades - Bât F - 13795 Aix-en-Provence cedex 3 - France
Tel: +33 (0)4 42 904 904 - Fax: +33 (0)4 42 904 905 - www.theolia.com
THEOLIA shares are listed on the compartment B of Eurolist by Euronext(TM) under Symbol: TEO

Notice

No communication and no information in respect of the offering by THEOLIA of bonds convertible into and/or exchangeable for new or existing shares (the "Bonds") may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction outside France where such steps would be required. The offering or subscription of the Bonds may be subject to specific legal or regulatory restrictions in certain jurisdictions. THEOLIA takes no responsibility for any violation of any such restrictions by any person.

This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4th, 2003 (as implemented in each member State of the European Economic Area (the "Member States"), the ("Prospectus Directive").

This announcement does not, and shall not, in any circumstances constitute a public offering ("appel public à l'épargne") nor an invitation to the public in connection with any offering.

The offer and sale of the Bonds in France will first be carried out in accordance with article L. 411-2 of the "Code monétaire et financier" to qualified investors as defined therein. The offer will be made to the public in France only after the granting of the "visa" by the AMF on the prospectus.

With respect to each member State of the European Economic Area and which has implemented the Prospectus Directive (each, a "relevant member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any relevant member State. As a result, the Bonds may only be offered in relevant member States:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to place securities;
(b) to any legal entity which has two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than ¤43 million; and (3) an annual net turnover of more than ¤50 million, as shown in its last annual or consolidated accounts;
(c) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the Prospectus Directive.

This press release is directed only at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments ("investment professionals") within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) are "high net worth entities" or all other persons to whom this document can be legally communicated falling within Article 49(2)(a) to (d) of the Order (hereafter "Qualified Person"). Any person who is not a Qualified Person should not rely on this document or any of its contents. Persons distributing this document must satisfy themselves that it is lawful to do so. Past performance of the THEOLIA securities should not be relied on as an indication of future performance.

No prospectus concerning the bonds has been filed with or cleared by the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Legislative Decree No. 58 of February 24, 1998 as amended (the "Financial Services Act") and to CONSOB Regulation No. 11971 of 14 May 1999 as amended (the "Issuers Regulation")  and, accordingly, the bonds have not been and will not be offered in a solicitation to the public at large ("sollecitazione all'investimento").  Therefore, the bonds may only be offered, transferred or delivered within the territory of the Italian Republic to the extent that copies of this announcement or any other document relating to the offering are distributed or made available exclusively (a) to professional investors ("operatori qualificati") as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998, as amended (the "Intermediaries Regulation") pursuant to Article 100 of the Financial Services Act or (b) in circumstances where an exemption from the rules governing solicitations to the public at large applies, pursuant to, and in compliance with, the conditions set out by Article 100 of the Financial Services Act, and Article 33, first paragraph, of the Issuers Regulation. In addition, any offer of the bonds or distribution of any other document relating to the offering must take place (a) via investment firms, banks or financial intermediaries authorized to carry out such activities in Italy in accordance with the Financial Services Act, the Issuers Regulation, the Intermediaries Regulation and Legislative Decree No. 385 of September 1st, 1993 (the "Banking Law"), and (b) in conformity with all applicable Italian laws and regulations and all other conditions or limitations that may be, from time to time, imposed by the relevant Italian authorities concerning securities, tax matters and exchange controls. The bonds have not been and will not be offered, sold or distributed by a network of retail banks, on the primary or secondary market, to a resident in Italy.

This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies, any state of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). They may not be offered or sold in the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act. THEOLIA does not intend to register any portion of the proposed offering in the United States or to conduct a public offering of securities in the United States.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.

This press release may not be published, distributed or transmitted, directly or indirectly to the United States of American Canada, Japan or Australia.

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