Issue of Debt
ABB Ltd
29 April 2002
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR
CANADA OR TO U.S PERSONS
ABB International Finance Limited launches approx. US$ 900 million convertible
bond offering
Company's financial restructuring firmly on track
Zurich, Switzerland, April 29, 2002 - ABB Ltd, the global power and automation
technology group, said today its subsidiary, ABB International Finance Limited,
is launching a convertible bond offering, expected to be approximately US$ 900
million. The proceeds will be used to refinance existing bank facilities, in
order to extend the term of the Group's debt and to provide further flexibility
in its capital structure.
The bonds will be convertible into approximately 85 million ABB Ltd shares. The
bookrunners to the offering are Credit Suisse First Boston and Schroder Salomon
Smith Barney.
The subscription period will commence upon issue of this statement and is
expected to end by close of business today. However, the bookrunners reserve the
right to close the subscription at an earlier time. The offering is being made
to institutional investors outside of the U.S., Canada and Japan.
The bonds will mature on or around May 16, 2007, and will bear an expected
coupon of between 4.625 to 5.125 percent per annum, payable semi-annually. The
conversion price is expected to be set at a premium of 25 to 30 percent to the
volume-weighted average price of ABB Ltd's shares on the virt-x stock exchange
on the day of pricing. The final terms and conditions will be determined and
announced after close of the subscription period. Unless previously converted,
the bonds will be redeemed at maturity at par.
The bonds may not be called until the third anniversary of the issue expected to
be on or around May 16, 2005. Thereafter, the issuer may call the bonds for
redemption at their principal amount plus accrued interest, provided that the
closing price of ABB Ltd's shares is at least 130 percent of the conversion
price for a period of 20 out of 30 consecutive trading days.
The payment and settlement date is expected to be on or around May 16, 2002.
The issuer intends to list the bonds on the Luxembourg stock exchange. It is
also expected that trading will commence the day after the subscription period
ends. It is expected that official dealings in the bonds will commence on or
about the settlement date.
The issuer has obtained a rating for the bonds. The bonds will rank pari passu
with the existing unsubordinated bonds which are rated A (negative outlook) by
Standard & Poor's and Baa2 (negative outlook) by Moody's.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR
CANADA OR TO U.S PERSONS
The offering is lead-managed by Credit Suisse First Boston and Schroder Salomon
Smith Barney, acting as joint bookrunners and with Barclays Capital acting as a
joint lead manager.
ABB (www.abb.com) is a global leader in power and automation technologies that
enable utility and industry customers to improve performance while lowering
environmental impact. ABB has 152,000 employees in more than 100 countries.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION OR RELEASE IN THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) CANADA OR JAPAN OR TO U.S.
PERSONS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED
STATES OR ANY OTHER JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED ('THE SECURITIES ACT'), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES. NO PUBLIC OFFERING
OR PRIVATE PLACEMENT OF SECURITIES IS BEING MADE IN THE UNITED STATES.
This press release has been issued by ABB International Finance Limited (the
'Company') and has been approved solely for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by Credit Suisse First Boston (Europe)
Limited ('CSFB'), Schroder Salomon Smith Barney ('SSSB') and Barclays Capital
('BC'). CSFB, SSSB and BC are acting for the Company and no one else in
connection with the offer of bonds and will not be responsible to any other
person for providing the protections afforded to their respective clients, or
for providing advice in relation to the proposed offer.
This document has been prepared for information purposes only and is not to be
relied upon in substitution for the exercise of independent judgement. It is not
intended as investment advice, and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to purchase, any
securities nor a recommendation to enter into any transaction; nor shall it or
any part of it form the basis of or be relied on in connection with any contract
or commitment whatsoever. Before entering into any transaction you should take
steps to ensure that you understand the transaction and have made an independent
assessment of the appropriateness of the transaction in light of your own
objectives and circumstances, including the possible risks and benefits of
entering into such a transaction. You should also consider seeking advice from
your own advisers in making this assessment. The binding conditions of the
offering will be published in an offering circular or prospectus subsequent to
the date hereof. The decision to purchase any of the securities mentioned in
this document should be made only on the basis of an offering circular or a
prospectus to be issued in connection with the offering, and not this document.
Information or opinions
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR
CANADA OR TO U.S PERSONS
contained herein have been compiled from sources believed to be reliable, but
neither CSFB or SSSB nor any of their subsidiaries and affiliates accepts
liability for any loss arising from the use hereof or makes any representation
as to its accuracy or completeness. The information contained herein is subject
to change without notice. This document may not be reproduced or redistributed
to any other person.
Stabilisation/FSA. In connection with the offering, the managers may engage in
transactions that stabilise, maintain or otherwise affect the price of the Bonds
and/or the Shares referred to herein.
The distribution of this document in other jurisdictions may be restricted by
law and persons into whose possession this term sheet comes should inform
themselves about, and observe, any such restrictions.
The information in this document has been provided by the Company and has not
been verified by CSFB, SSSB or BC. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by CSFB, SSSB or BC or by any of their
respective officers, servants or agents as to or in relation to the accuracy or
completeness of this document, or any other written or oral information made
available to any interested party or its advisers and any liability therefor is
hereby expressly disclaimed.
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The company news service from the London Stock Exchange