Increase of the Amount of the Issuance by Alcatel-Lucent of Bonds Convertible Into and/or Exchangeable for New or Existing Shares (OCEANE)
Posted on: Wednesday, 2 September 2009, 05:37 CDT
PARIS, September 2 /PRNewswire-FirstCall/ -- Alcatel-Lucent (Euronext
Paris and NYSE: ALU) launched today an offering of bonds convertible into
and/or exchangeable for new or existing shares of Alcatel-Lucent (the
"Bonds") due January 1, 2015. Alcatel-Lucent has decided to increase the
initial nominal amount up to EUR870 million, which may be increased by 14.9 %
to EUR1 000 million in the event that the over-allotment option granted to
the Joint Lead-Managers and Joint Bookrunners of the offering is exercised in
full at the latest on September 8, 2009.
Other issuing terms remain unchanged.
This press release does not constitute an offering to subscribe, and the
offering of the Bonds is not a public offering in any jurisdiction except in
France, subject to the following:
In France,
- The Bonds will initially be offered only in a private
placement in accordance with article L. 411-2-II of the French Monetary
and Financial Code;
- Following such placement and once the final terms of the
offering will have been determined, a visa will be requested from the
French Autorite des marches financiers (the "AMF") on the offering
circular (prospectus). Upon receipt of such visa, the Bonds will be
offered to the public in France during the following three trading
days.
DISCLAIMER
This press release must not be published, released or distributed,
directly or indirectly, in Canada, Japan or Australia.
This press release and the information contained herein do not constitute
an offer to sell or subscribe, nor the solicitation of an order to purchase
or subscribe, securities in the United States or in any other country. In
particular, securities may not be offered or sold in France absent a
prospectus approved by the AMF. The release, publication or distribution of
this press release in certain jurisdictions may be restricted by laws or
regulations. Therefore, persons in such jurisdictions into which this press
release is released, published or distributed must inform themselves about
and comply with such laws or regulations.
The offer and sale of the Bonds in France will first be carried out in a
private placement in accordance with article L.411-2-II of the French
Financial and Monetary Code. 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 the member States of the European Economic Area, other
than France, which have implemented the Directive EC/2003/71 called 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:
(I) to legal entities which are authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, whose corporate
purpose is solely to place securities;
(II) 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 EUR 43 million; and (3) an annual net
turnover of more than EUR 50 million, as per its last annual or consolidated
accounts;
(III) in any other circumstances, not requiring the issuer to publish a
prospectus as provided under article 3(2) of the prospectus directive.
The securities referred to in this press release have not been and will
not be registered under the U.S. Securities Act of 1933, as amended ("US
Securities Act"), and may not be offered or sold in the United States absent
registration or an exemption from registration under the US Securities Act.
Alcatel-Lucent does not intend to register any portion of the planned
offering in the United States or to conduct a public offering of securities
in the United States.
This press release is not an invitation nor an inducement to engage in
investment activity for the purpose of Section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"). This press release is directed
only at (i) persons outside the United Kingdom; or (ii) persons in the United
Kingdom that are "qualified investors" within the meaning of Section 86(7) of
FSMA that are also (a) persons authorised under FSMA or otherwise having
professional experience in matters relating to investments and qualifying as
investment professionals under article 19 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order"); or (b) high net worth companies, unincorporated
associations and other persons to whom article 49(2) (a) to (d) of the
Financial Promotion Order applies; or (c) any other persons to whom this
press release for the purposes of Section 21 of FSMA can otherwise lawfully
be made available (all such persons together being referred to as "Relevant
Persons"). Any person in the United Kingdom that is not a Relevant Person
should not act or rely on this press release. The securities referred to in
this press release or any investment or controlled activity to which such
securities relate are only available to, and will be engaged in only with,
Relevant Persons.
One of the Joint-Lead Managers of the offering of the Bonds, acting as
stabilizing manager (or any other affiliated institution) will have the
ability, but not the obligation, as from the moment on which the final terms
of the Bonds and the offering become public, i.e. expected on September 2,
2009, to intervene, so as to stabilize the market for the Bonds and possibly
the shares of Alcatel-Lucent, in accordance with applicable legislation, and
in particular Regulation (EC) No. 2273/2003 of the Commission dated December
22, 2003. If implemented, such stabilization activities may be suspended at
any time and will end at the latest on September 8, 2009, in accordance with
Article 8.5 of CE Regulation No. 2273/2003. Such transactions are intended to
stabilize the price of the Bonds and/or shares of Alcatel-Lucent. Such
transactions could affect the price of the Bonds and/or shares of
Alcatel-Lucent and could result in such prices being higher than those that
might otherwise prevail.
About Alcatel-Lucent
Alcatel-Lucent (Euronext Paris and NYSE: ALU) is the trusted partner of
service providers, enterprises and governments worldwide, providing solutions
to deliver voice, data and video communication services to end-users. A
leader in fixed, mobile and converged broadband networking, IP technologies,
applications and services, Alcatel-Lucent leverages the unrivalled technical
and scientific expertise of Bell Labs, one of the largest innovation
powerhouses in the communications industry. With operations in more than 130
countries and the most experienced global services organization in the
industry, Alcatel-Lucent is a local partner with a global reach.
Alcatel-Lucent achieved revenues of Euro 16.98 billion in 2008 and is
incorporated in France, with executive offices located in Paris. For more
information, visit Alcatel-Lucent on the Internet:
http://www.alcatel-lucent.com
SOURCE Alcatel-Lucent
Source: PR Newswire
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