Issue of Debt
ABB Ltd
30 April 2002
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR
CANADA OR TO U.S. PERSONS
ABB International Finance Limited successfully places US$ 968 million offering
of convertible bonds
Company's offering heavily over-subscribed
Zurich, Switzerland, April 29, 2002 - ABB, the global power and automation
technology group, said today that its US$ 968 million convertible bond offering
had been successfully placed. The offering for bonds, due in 2007, was heavily
over-subscribed.
'I am pleased that the offering was so well received by the market. It is a
further sign of confidence in our financial and operational strategy,' said
Peter Voser, chief financial officer.
The conversion price was set at CHF18.48 per ordinary share of ABB Ltd. (the
'Shares'). This represents a conversion premium of 30 percent to the
volume-weighted average price of the shares on the virt-x stock exchange on
April 29, 2002. Each bond with a principal amount of US$ 1,000 is convertible
into 87.7489 shares based on the fixed exchange rate of US$ 1 equals CHF 1.6216.
The issue price of the bonds is 100 percent. The coupon has been set at 4.625
percent per annum payable semi-annually. The bonds will be redeemed at par on
the maturity date (which is expected to be on or about May 16, 2007), unless
previously redeemed, converted or purchased and cancelled.
Trading will commence on April 30, 2002, the first trading day after the
subscription period ended. Listing of the bonds on the Luxembourg stock exchange
is expected to take place on or about May 16, 2002.
Payment and delivery is expected to be on or around May 16, 2002.
Credit Suisse First Boston and Schroder Salomon Smith Barney acted as joint
bookrunners to the offering. Barclays Capital acted as 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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION OR RELEASE IN THE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
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR
CANADA OR TO U.S. PERSONS
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 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR
CANADA OR TO U.S. PERSONS
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.
Summary terms and conditions of the Convertible
Issuer ABB International Finance Limited
Joint Bookrunners Credit Suisse First Boston and Schroder Salomon Smith Barney
Joint Lead Managers Barclays, Credit Suisse First Boston and Schroder Salomon Smith Barney
Amount Approximately US$ 968 million
Over-allotment option None
Type Unsubordinated convertible bonds
Issue price 100%
Coupon 4.625%, payable semi-annually
Conversion premium at issue 30%
Issuer call option From the third anniversary of issue, expected to be on or around May
16, 2005 at par subject to share price being higher than 130% of the
conversion price
Redemption price at maturity 100%
Maturity On or around May 16, 2007
This information is provided by RNS
The company news service from the London Stock Exchange