THEOLIA : Issuance of bonds convertible into and/or exchangeable for new or existing shares by THEOLIA (OCEANE)- Final Terms

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THEOLIA (the "Company") launched today an offering of bonds (the "Bonds") convertible into and/or exchangeable for new or existing shares of THEOLIA due January 1, 2014 for a total amount of ¤215 million (after exercise of the Issuer's increase option), nominal value ¤20.80 per Bond, representing an issue premium of 30% over the volume-weighted average price of THEOLIA's shares quoted on Eurolist by Euronext(TM) from the opening of trading on October 23, 2007 until the pricing of the Bonds that same day.

The Bonds will bear interest at 2% per annum and will be redeemed in full on January 1, 2014 (or, if such date is not a business day, the next succeeding business day) by means of redemption at the price of ¤22.5430 representing 108.38% of the nominal value of the Bonds.

The total amount of the Bonds may be increased to a maximum of ¤240 million in the event that the over-allotment option granted to HSBC, the Lead Manager and Bookrunner, is exercised in full.

THEOLIA intends to use the proceeds from this issuance to support its organic growth, accelerate its wind farm implementation program, particularly in the countries where THEOLIA wishes to increase its presence (notably France, Germany and other European countries), to fund Natenco's working capital and ensure supply of wind turbines. Furthermore, THEOLIA wants to play an active role in the on-going consolidation process in the wind power sector, and so this issuance may be used in the context of external expansion. This operation will also enable the Company to reinforce the position of its shareholders in the event of the conversion of Bonds into new shares.


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, subject to the following:

In France:

  • the Bonds are initially offered only to qualified investors (investisseurs qualifiés) as defined by article L.411-2 of the French monetary and financial code;
  • following such placement to qualified investors and since the final terms of the Offering have been determined, a French prospectus has been submitted to the French Autorité des marchés financiers (the "AMF") for its visa. Upon receipt of its visa, the Bonds will be offered to the public during the following three trading days.

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.

Principal terms and conditions of the Bonds

 

Principal terms and conditions
Issuer THEOLIA
Issue size ¤215 million which may be increased to a maximum of ¤240 million in the event the over-allotment option is exercised in full.
Number of Bonds issued 10,336,539 Bonds which may be increased to a maximum of 11,538,462 Bonds in the event the over-allotment option is exercised in full.
Principal amount per Bond The principal amount per Bond will be ¤20.80, representing an issue premium of 30% over the volume-weighted average price of THEOLIA's shares quoted on Eurolist by Euronext(TM) from the opening of trading on October 23, 2007 until the pricing of the Bonds that same day, i.e. ¤16.
Issue price The issue price will be equal to par, i.e. ¤20.80, payable in full on the settlement date.
Issuance date and settlement date Expected on October 31, 2007
Duration of the Bonds 6 years 61 days (from October 31, 2007 to January 1, 2014)
Coupon 2% per annum, payable annually in arrears on January 1 of each year (or, if such date is not a business day, the next succeeding business day) and for the first time on January 1, 2008 (the "Interest Payment Date"). For the period from October 31, 2007, the settlement date, to, and including, December 31, 2007, interest will be payable in respect of the Bonds on January 1, 2008 (or, if that date is not a business day, the next succeeding business day), calculated pro rata temporis.
Yield-to-maturity 3.25% at the settlement date of the Bonds (in the absence of any conversion/exchange of the Bonds or early redemption).
Redemption at maturity The Bonds will be redeemed in full on January 1, 2014 (or, if such date is not a business day, the next succeeding business day) by means of redemption at the price of ¤22.5430, representing 108.38% of the nominal value of the Bonds.
Early redemption at the option of the Issuer
  • without limitation on price or quantity, in whole or in part, by repurchase on or off any exchange or by way of public offer;
  • from January 1, 2012, for all the Bonds, at the Early Redemption Price plus interest accrued between the last Interest Payment Date preceding the early redemption date and the effective redemption date, if the product of (i) the Conversion/Exchange Ratio and (ii) the arithmetic average of the opening prices of the share of the Company on the Eurolist market of Euronext calculated over a period of 20 consecutive trading days as selected by the Company from among the 45 consecutive trading days immediately preceding the date of publication of the notice relating to such early redemption, exceeds 135% of the nominal value of the Bonds.
The "Early Redemption Price" will be determined so that, on the effective redemption date of the Bonds, any initial Bond subscriber would have a yield-to-maturity corresponding to the yield-to-maturity any initial Bond subscriber would have had in case of redemption at maturity, i.e., ¤21.9398 (as that term is defined in the section "Gross annual actuarial rate of return" of this summary) which will represent a redemption price of 105.48% of the nominal value of the Bonds.
  • at any time, for all Bonds remaining in circulation, if less than 10% of the Bonds issued remain in circulation, at the Early Redemption Price plus interest accrued for the period from the Last Interest Payment date preceding the date of early redemption to the effective redemption date.
Early redemption at the option of the Bondholders On January 1, 2012 for an amount equal to the Early Redemption Price plus interest accrued for the period from the Last Interest Payment date preceding the early redemption date to the effective redemption date which will represent a redemption price of 105.48% of the nominal value of the Bonds (i.e. ¤21.9398).
At any time, in case of Change in Control of the Issuer, under the terms provided in the French prospectus subject to AMF approval.
Maintenance of Bondholders' rights In case of certain financial transactions (in particular, in the case of capital increase with preferential subscription right and distribution of reserves or dividends), Bondholders' rights will be maintained through an adjustment of the Conversion/Exchange Ratio under the terms provided in the French prospectus subject to AMF approval.
Events of default The Bonds will be redeemable in accordance with the terms provided for in the French prospectus subject to AMF approval.
Conversion and/or exchange of the Bonds for Shares At any time following the settlement date, i.e. October 31, 2007, until the seventh business day preceding the Maturity Date, or, as the case may be the early redemption date, Bondholders may request the conversion into and/or exchange of Bonds for Shares at a ratio of one Share per Bond, subject to adjustments. The Issuer may, at its option, deliver new and/or existing Shares.
Rights attached to new THEOLIA Shares issued following conversion New Shares to be issued upon conversion of the Bonds shall bear all rights from the first day of the financial year comprising the Exercise Date of the Conversion/Exchange Right.
Rights attached to existing THEOLIA Shares resulting from exchange Existing Shares to be delivered on exchange of the Bonds shall confer to their holders all the rights attached to such Shares at the time of such delivery.
Status The Bonds and the interest thereon will constitute direct, general, unconditional, unsubordinated and unsecured obligations of the Company, ranking equally among themselves and ranking equally with all other present or future unsecured debts and guarantees (subject to those which benefit from a legal preference) of the Company.
Paying agent The fiscal agency and paying agency services (payment of interest, redemption of Bonds, etc.) will be provided by The Bank of New York.
Applicable Law French law.
Terms and conditions of subscription
Principal shareholders' intentions FC Holding has informed the Company of its intention to subscribe to this issue in an amount of up to approximately ¤6 million. Jean-Marie Santander informed the Issuer of its intention to not subscribe for Bonds. THEOLIA was informed by GE France SNC of its intention to not subscribe for Bonds. The Company has no other information with regard to the intention of its other shareholders in this regard.
No preferential subscription rights and no priority subscription period The Issuer's shareholders have waived their preferential subscription rights and no priority subscription period is applicable.
Offering period The offer to institutional investors took place on October 23, 2007 (the "Private Placement"). The offer to the public in France is expected to be opened after the granting of the AMF's visa on the French prospectus, i.e. from October 24, 2007 to October 26, 2007, inclusive.
Financial institution managing the Offering HSBC
Underwriting HSBC, Société Générale and Oddo et Cie will underwrite the Bonds pursuant to the terms of an underwriting agreement to be entered into with the Issuer on October 23, 2007. In accordance with market practice, such underwriting agreement may be terminated up to the settlement date in the event  certain major events occur (e.g. war, state of emergency, catastrophes, crisis, financial or economic events) which would be likely to materially prejudice the Offering or make it impossible.
Listing of the Bonds Application has been made to request the admission of the Bonds to trading on Eurolist by Euronext(TM). Trading is expected to begin on October 31, 2007, under ISIN Code FR0010532739. No request for listing on any other market is expected.
Listing of the Shares The shares which will be issued or delivered following a conversion or exchange, respectively, will be listed in the Compartment B on Eurolist by Euronext(TM). Existing shares with immediate rights will be identified by the ISIN Code FR0000184814.
Clearing Application has been made for the Bonds to be admitted to settlement through Euroclear France, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme.
Rating of the Bonds THEOLIA will not request a rating of the Bonds.
Trading price Volume-weighted average share price of the Company's shares in the Compartment B on Eurolist by Euronext(TM) from the opening of the market on October 23, 2007, until the time at which the final terms of the Bonds are fixed that same day: ¤16 per share.

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.

Stabilization activities, if any, will be conducted in accordance with applicable laws and regulations.

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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