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("MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution, as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as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 |
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(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 |
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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 |
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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.
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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