CONFORMED COPY
PROHIBITION OF SALES TO EEA AND UNITED KINGDOM 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2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) or MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA 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 of the manufacturers' 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
- 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 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 12 May 2020
Thales
Issue of Euro 700,000,000 1.00 per cent. Notes due 15 May 2028 (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 1 July 2019, the first supplement to the Base Prospectus dated 17 December 2019, the second supplement to the Base Prospectus dated 14 April 2020 and the third supplement to the Base Prospectus dated 29 April 2020, to which together constitute a base prospectus for the purposes of Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive 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 as so supplemented. 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: | 16 |
(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 700,000,000 | |
(ii) | Tranche: | Euro 700,000,000 | |
5. | Issue Price: | 99.595 per cent of the Aggregate Nominal Amount |
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6. | Specified Denominations: | Euro 100,000 | |
7. | (i) | Issue Date: | 14 May 2020 |
(ii) | Interest Commencement Date: | Issue Date | |
8. | Maturity Date: | 15 May 2028 | |
9. | Interest Basis: | 1.00% 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 7 May 2020.
Syndicated
15. | Fixed Rate Note Provisions | Applicable |
(i) | Rate of Interest: | 1.00 per cent. per annum payable in arrear on each |
Interest Payment Date. | ||
(ii) | Interest Payment Dates: | 15 May in each year |
(iii) | Fixed Coupon Amount: | Euro 1,000 per Specified Denomination |
(iv) | Broken Amount(s): | Long first coupon from and including the Interest |
Commencement Date to but excluding 15 May 2021 | ||
amounting to Euro 1,002.73 per Specified | ||
Denomination and payable on the Interest Payment | ||
Date falling on 15 May 2021 | ||
(v) | Day Count Fraction: | Actual/Actual (ICMA) |
(vi) | Interest Determination Dates: | 15 May in each year |
16. | Floating Rate Note Provisions | Not Applicable |
17. | Fixed/Floating Rate Note Provisions | Not Applicable |
18. | Zero Coupon Note Provisions | Not Applicable |
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PROVISIONS RELATING TO REDEMPTION
19. Call Option
- Optional Redemption Date(s):
- Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s):
Applicable
Each Business Day from and including 15 February 2028 up to but excluding the Maturity Date
Euro 100,000 per Specified Denomination
- Notice period:
- Put Option
- Make-wholeRedemption
- Parties to be notified by Issuer of Make-whole Redemption Date and Make-whole Redemption Amount (if other than set out in Condition 10(f)):
- Make-wholeRedemption Margin:
- Discounting basis for purposes of 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:
- Reference Security:
- Reference Dealers:
- Quotation Agent:
- Acquisition Event Call Option
- Clean-upCall Option
- Final Redemption Amount of each Note
- Early Redemption Amount (taxation reasons)
As per Conditions
Not Applicable
Applicable
Not Applicable
0.25 per cent. Annual
DBR 0.5% due 15 February 2028 (DE0001102440)
Banco Santander, S.A.
Deutsche Bank Aktiengesellschaft
HSBC Bank plc
Société Générale
CACEIS Corporate Trust
Not Applicable
Applicable
Euro 100,000 per Note of Specified Denomination
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 | |
set out in the Conditions): |
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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: |
Banco Santander, S.A. | |||
Crédit Agricole Corporate and Investment Bank |
Deutsche Bank Aktiengesellschaft
HSBC Bank plc
Société Générale
UniCredit Bank AG
Passive Bookrunners:
BNP Paribas
Commerzbank Aktiengesellschaft
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- Stabilising Manager(s) (if any):
- If non-syndicated, name of Dealer:
- US Selling Restrictions (Categories of potential investors to which the Notes are offered):
PURPOSE OF FINAL TERMS
Crédit Industriel et Commercial S.A.
Natixis
Société Générale
Not Applicable
Reg. S Compliance Category 2 applies to the Notes; TEFRA not applicable to Dematerialised Notes
These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris and their admission to trading on the Regulated Market of Euronext Paris of the Notes described herein pursuant to the Euro 5,000,000,000 Euro Medium Term Note Programme of Thales.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer: JEAN-CLAUDE CLIMEAU
By: JEAN-CLAUDE CLIMEAU
Duly authorised
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THALES SA published this content on 17 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2023 08:14:03 UTC.