Thales : Modalités Finales de l'émission obligataire 2026 - 24 Novembre 2020 (Copie conforme) - Uniquement en anglais
11/25/2020 | 12:17pm EST
CONFORMED COPY
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution, as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines on MiFID II product governance requirements published by ESMA dated 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Final Terms dated 24 November 2020
Thales
Issue of Euro 500,000,000 0.00 per cent. Notes due 26 March 2026 (the "Notes")
under the Euro 5,000,000,000 Euro Medium Term Note Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 5 August 2020 which received approval no. 20-382 from the Autorité des marchés financiers (the "AMF") on 5 August 2020 and the supplement to the Base Prospectus dated 18 November 2020 which received approval no.20-558 from the AMF on 18 November 2020 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as may be amended from time to time, the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, the supplement to the Base Prospectus and the Final Terms are available for viewing on the website of the Autorité des marchés financiers (www.amf-france.org) and copies may be obtained from the Issuer.
1.
Issuer
Thales
2.
(i)
Series Number:
17
(ii)
Tranche Number:
1
(iii)
Date on which the Notes become
Not Applicable
fungible:
3.
Specified Currency:
Euro
4. Aggregate Nominal Amount of Notes:
(i)
Series:
Euro 500,000,000
1
(ii)
Tranche:
Euro 500,000,000
5.
Issue Price:
99.872 per cent of the Aggregate Nominal Amount
6.
Specified Denominations:
Euro 100,000
7.
(i)
Issue Date:
26 November 2020
(ii)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
26 March 2026
9.
Interest Basis:
0.00% Fixed Rate (further particulars specified
below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest or Redemption/Payment
Not Applicable
Basis:
12.
Put/Call Options:
Issuer Call
Make-Whole Redemption by the Issuer
Clean-up Call Option
(further particulars specified below)
Date Board approval for issuance of Notes obtained:
Method of distribution:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
24 March 2020 and decision of Pascal Bouchiat, Directeur Général, Finances et Systèmes d'Information of Thales, dated 19 November 2020.
Syndicated
15.
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
0.00 per cent. per annum payable in arrear on each
Interest Payment Date.
(ii)
Interest Payment Dates:
26 March in each year starting 26 March 2022
(iii)
Fixed Coupon Amount:
Euro 0.00 per Specified Denomination
(iv)
Broken Amount(s):
Long first coupon from and including the Interest
Commencement Date to but excluding 26 March
2022 amounting to Euro 0.00 per Specified
Denomination and payable on the Interest Payment
Date falling on 26 March 2022
(v)
Day Count Fraction:
Actual/Actual (ICMA)
(vi)
Interest Determination Dates:
26 March in each year
16.
Floating Rate Note Provisions
Not Applicable
17.
Fixed/Floating Rate Note Provisions
Not Applicable
2
18. Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
19.
Call Option
Applicable
(i)
Optional Redemption Date(s):
Each Business Day from and including 26 December
2025 up to but excluding the Maturity Date
(ii)
Optional Redemption Amount(s) of
Euro 100,000 per Specified Denomination
each Note and method, if any, of
calculation of such amount(s):
(iii)
Notice period:
As per Conditions
20.
Put Option
Not Applicable
21.
Make-whole Redemption
Applicable
(i)
Parties to be notified by Issuer of
Not Applicable
Make-whole Redemption Date and
Make-whole Redemption Amount
(if other than set out in Condition
10(f)):
(ii)
Make-whole Redemption Margin:
0.15 per cent.
(iii)
Discounting basis for purposes of
Annual
calculating sum of the present
values of the remaining scheduled
payments of principal and interest
on Redeemed Notes in the
determination of the Make-whole
Redemption Amount:
(iv)
Reference Security:
DBR 0.500% Feb26 @ 106.71 (ISIN
DE0001102390)
(v)
Reference Dealers:
BNP PARIBAS
Crédit Agricole Investment Bank
Deutsche Bank Aktiengesellschaft
HSBC France
22.
Acquisition Event Call Option
Not Applicable
23.
Clean-up Call Option
Applicable
Final Redemption Amount of each Note Euro 100,000 per Note of Specified Denomination
Early Redemption Amount (taxation reasons)
Early Redemption Amount(s) of each Note
As set out in the Conditions
payable on redemption for taxation reasons
on an event of default or other early
redemption and/or the method of calculating
the same (if required or if different from that
3
set out in the Conditions):
GENERAL
PROVISIONS APPLICABLE TO
THE NOTES
26.
Form of Notes:
Dematerialised Notes
(i) Form of Dematerialised Notes:
Bearer dematerialised form (au porteur)
(ii) Registration Agent:
Not Applicable
(iii) Temporary Global Certificate:
Not Applicable
(iv) Applicable TEFRA exemption:
Not Applicable
27.
Additional Financial Centre(s) or other
Not Applicable
special provisions relating to Payment
Business Days:
28.
Talons for future Coupons to be attached to
No
Definitive Notes (and dates on which such
Talons mature):
29.
Redenomination, renominalisation and
Not Applicable
reconventioning provisions:
30.
Representation of holder of Notes/Masse
Name and address of the Representative:
MASSQUOTE S.A.S.U.
RCS 529 065 880 Nanterre
7bis rue de Neuilly
F-92110 Clichy
Mailing address :
33, rue Anna Jacquin
92100 Boulogne Billancourt
France
Represented by its Chairman
The Representative will be entitled to a remuneration
of €400 (VAT excluded) per year, payable on each
Interest Payment Date with the first payment at the
Issue date. The Representative will exercise its duty
until its dissolution, resignation or termination of its
duty by a general assembly of Noteholders or until it
becomes unable to act. Its appointment shall
automatically cease on the Maturity Date, or total
redemption prior to the Maturity Date.
DISTRIBUTION
31.
(i)
If syndicated, names of Managers:
Active Bookrunners:
BNP PARIBAS
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
HSBC France
Passive Bookrunners:
Banco Santander, S. A.
4
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THALES SA published this content on 25 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 November 2020 17:16:07 UTC
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