Statement re bond offer
ABB Ltd
16 May 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES OR THE
REPUBLIC OF ITALY
ABB exchange offer for 2008 Euro and 2009 Sterling bonds
New Euro-denominated bonds mature in 2013
Zurich, Switzerland, May 16, 2006 - ABB, the leading power and automation
technology group, said today it is offering to exchange two of its bonds for a
new fixed-rate Euro-denominated bond maturing in 2013.
The offer is for any or all outstanding €500 million 9.5-percent bonds, due in
2008, and £200 million 10-percent bonds, due in 2009. Both were issued by ABB
International Finance Limited who will also issue the new bonds.
'This transaction extends our bond maturity profile without increasing debt,'
said Michel Demare, ABB's chief financial officer. 'Following the near unanimous
take-up of the conversion offer on our 2007 U.S. dollar bond and the recent
ratings upgrade from Standard & Poor's, this step will further strengthen our
financial position.'
The offer period begins today and ends at 5pm CET on May 30, 2006.
Bondholders who participate in the exchange will receive the new
Euro-denominated bonds on a one-for-one basis, a cash consideration based on the
difference in value between the bonds that are being tendered and the new 2013
bonds, plus accrued interest.
Further details on the transaction are available at www.ABBbondexchange.com.
Barclays Bank PLC, Citigroup Global Markets Limited and Credit Suisse Securities
(Europe) Limited are acting as Dealer Managers of the offer. Acting as Co-Dealer
Managers are HSBC France, Nordea Bank Danmark A/S and Skandinaviska Enskilda
Banken AB (publ).
ABB (www.abb.com) is a leader in power and automation technologies that enable
utility and industry customers to improve performance while lowering
environmental impact. The ABB Group of companies operates in around 100
countries and employs about 104,000 people.
________________
Neither this Press Release nor the Exchange Offer Memorandum dated 16 May 2006
(the 'Exchange Offer Memorandum') constitutes an invitation to participate in
the relevant Exchange Offer in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such invitation under applicable
securities laws. The distribution of this Press Release and the Exchange Offer
Memorandum in certain jurisdictions may be restricted by law. Persons into whose
possession this Press Release comes are required by each of ABB International
Finance Limited, the Dealer Managers, the Co-Dealer Managers and the Exchange
Agent to inform themselves about, and to observe, any such restrictions. No
action has been or will be taken in any jurisdiction by ABB International
Finance Limited, the Dealer Managers, the Co-Dealer Managers and the Exchange
Agent that would permit a public offering of the 2013 Instruments.
This Press Release must be read in conjunction with the Exchange Offer
Memorandum, which has been prepared by ABB International Finance Limited in
relation to the Exchange Offers. This Press Release and the Exchange Offer
Memorandum contain important information, which should be read carefully before
any decision is made to accept the relevant Exchange Offer. If you are in any
doubt as to the action you should take, you are recommended to seek your own
financial advice immediately from an independent financial adviser.
The Exchange Offers are not being made, directly or indirectly, in or into, or
by use of the mails, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet, email and other
forms of electronic transmission) of interstate or foreign commerce, or of any
facility of a national securities exchange, of the United States or to U.S.
persons (as such terms are defined in Regulation S under the Securities Act of
1933, as amended) and electronic acceptance notices may not be submitted by any
such use, means, instrumentality or facility from or within the United States or
by U.S. persons. Accordingly, copies of this Press Release are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from the United States or to any U.S. person and persons
receiving this Press Release (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it into or from the United
States or to any U.S. person. Doing so may render invalid any purported
acceptance of the relevant Exchange Offer.
Neither this Press Release nor the Exchange Offer Memorandum is an offer of
securities for sale in the United States. Securities may not be offered or sold
in the United States absent registration or an exemption from registration. The
2013 Instruments to be issued pursuant to the Exchange Offers have not been, and
will not be, registered under the Securities Act, or the securities laws of any
state or jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, in the United States. The Exchange Offer
Memorandum may not be sent or given to a US person.
The communication of this Press Release is not being made, and this Press
Release has not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, this
Press Release is not being distributed to, and must not be passed on to, the
general public in the United Kingdom. Rather, the communication of this Press
Release is being made to, and is directed only at: (a) persons outside the
United Kingdom; (b) those persons falling within the definition of Investment
Professionals (contained in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order')) or within
Article 43 or Article 49 of the Order, or other persons to whom it may lawfully
be communicated in accordance with the Order; or (c) any person to whom it may
otherwise lawfully be communicated (such persons together being 'relevant
persons'). This Press Release is only available to relevant persons and the
transaction contemplated herein will be available only to, or engaged in only
with, relevant persons. This Press Release must not be relied upon by persons
other than relevant persons.
The Exchange Offers are not being made, directly or indirectly, in the Republic
of Italy and neither the Exchange Offers nor any of the information contained
herein are addressed or constitute an offer or an invitation to offer to
exchange 2008 Instruments or 2009 Instruments, nor may 2013 Instruments be
offered, sold or delivered, to any person (natural or legal) in, or resident of,
the Republic of Italy. The Exchange Offers will not be submitted to the
clearance procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) or the Bank of Italy pursuant to Italian laws and regulations in
respect of Exchange Offers. Accordingly, Instruments may not be tendered or sold
in, nor may electronic acceptance notices be submitted from, the Republic of
Italy and neither this Press Release nor any other material relating to the
Exchange Offers may be distributed or made available in the Republic of Italy.
The Exchange Offers and the distribution of this Press Release are also
restricted by the laws of Belgium, France, Germany and Guernsey. Details of the
above offer restrictions are described in the Exchange Offer Memorandum relating
to the Exchange Offers.
Dealer Managers
Barclays Bank PLC Citigroup Global Markets Credit Suisse Securities
Limited (Europe) Limited
Contact: Liability Contact: Liability Contact: Liability Management
Management Group Management Group Group
Telephone: Telephone: Telephone:
+44 20 7773 8575 +44 20 7986 8969 +44 20 7883 6748
This information is provided by RNS
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