Form 6-K
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2005
Commission File Number: 1-14836
ALSTOM
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(Translation of registrant's name into English)
3, AVENUE ANDRÉ MALRAUX, 92300 LEVALLOIS-PERRET, FRANCE
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(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
----- -----
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes No X
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
----- -----
Indicate by check mark whether the Registrant, by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the Registrant in
connection with Rule 12g3-2(b)
ENCLOSURES:
Press release dated January 27, 2005, "Exchange Offer for Certain of
ALSTOM's Bondholders", as published in France in the French newspaper
La Tribune on January 27, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALSTOM
Date: January 31, 2005 By: /S/ HENRI POUPART-LAFARGE
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Name: Henri Poupart-Lafarge
Title: Chief Financial Officer
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
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PRESS RELEASE
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Paris, 27 January 2005
THIS OFFER AND THE DISTRIBUTION TO THE PUBLIC OF AN OFFERING MEMORANDUM ARE
SUBJECT TO THE APPROVAL OF THE RELEVANT STOCK EXCHANGE AUTHORITIES
The distribution of any offer document or other offering material relating to
the Exchange Offer (as defined herein), the execution of and the participation
in the Exchange Offer and the sale of the New Bonds (as defined herein), may in
certain countries be subject to specific regulations or legal or regulatory
restrictions. The Exchange Offer is not aimed, directly or indirectly, at
persons subject to such restrictions, and is not capable of acceptance from
persons in a country in which the Exchange Offer is subject to such
restrictions. The exchange offer is not being made, directly or indirectly, in
the United States and is not available to persons located in the United States
or to U.S. persons.
PUBLIC EXCHANGE OFFER IN RESPECT OF TWO BONDS ISSUED BY ALSTOM
€650,000,000 5% BONDS DUE 2006
(ISIN: FR0000495673)
€250,000,000 SUBORDINATED AUCTION RATE BONDS DUE 2006
(ISIN: XS0118660009)
FOR
FIXED RATE BONDS DUE 3 MARCH 2010 TO BE ISSUED BY ALSTOM
ARRANGED BY
BNP PARIBAS AND MERRILL LYNCH INTERNATIONAL (THE "DEALER MANAGERS AND
BOOKRUNNERS") AND
BNP PARIBAS SECURITIES SERVICES AND BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG
BRANCH
(AS EXCHANGE AGENTS)
OFFER PERIOD : FROM 9.00 (PARIS TIME) ON 8 FEBRUARY 2005 TO 17.00 (PARIS TIME)
ON 15 FEBRUARY 2005 WITH RESPECT TO INSTITUTIONAL INVESTORS
FROM 9.00 (PARIS TIME) ON 17 FEBRUARY 2005 TO 17.00 (PARIS TIME)
ON 24 FEBRUARY 2005 WITH RESPECT TO INDIVIDUALS
Beginning on 8 February 2005, ALSTOM intends to propose to the bondholders of
each of the above-mentioned series of bonds (the "EXISTING BONDS"), to exchange
their Existing Bonds for new bonds due 3 March 2010 to be issued by ALSTOM (the
"NEW BONDS"). The settlement date of the New Bonds is expected to be 3 March
2005.
ALSTOM is undertaking this public exchange offer (the "EXCHANGE OFFER") to take
advantage of current favourable market conditions in terms of interest rates and
credit spreads, to extend the average maturity of the ALSTOM Group's debt.
The Exchange Offer is expected to take the form of a public exchange offer in
France, in Luxembourg and (for Swiss residents) in Switzerland and the New Bonds
are expected to be listed on Euronext Paris S.A. and on the Luxembourg Stock
Exchange.
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
The Exchange Offer which will be submitted to the approval of the French
AUTORITÉ DES MARCHÉS FINANCIERS (the "AMF") will be described in a French
offering document (NOTE D'INFORMATION) which will set out the nature, timetable
and terms of the Exchange Offer.
WITHDRAWAL THRESHOLD AND ADDITIONAL ISSUE
ALSTOM shall be entitled to withdraw the Exchange Offer at the end of the offer
period for institutional investors in the event that the total principal amount
of Existing Bonds submitted for exchange by such institutional investors amounts
to less than €300 million. Any such decision by ALSTOM to withdraw the Exchange
Offer will be published in a notice (AVIS) of Euronext Paris S.A. and in a press
release published on the respective websites of the AMF and ALSTOM on 16
February 2005, as well as in a press release in LA TRIBUNE on 17 February 2005.
To the extent permitted by market conditions, ALSTOM may procure the
subscription for cash of further bonds of the same series and with the same
terms and conditions as the New Bonds (the "ADDITIONAL BONDS"). These Additional
Bonds, if any, will form part of the same series as the New Bonds issued in the
Exchange Offer.
The subscription of any Additional Bonds will not be available to the public.
Any Additional Bonds will be privately placed.
The admission of any Additional Bonds to trading on the PREMIER MARCHÉ of
Euronext Paris S.A. will require the preparation of a French prospectus pursuant
to articles 211-1 to 211-42 of the General Regulations of the AMF.
The proceeds of any Additional Bonds will be for the benefit of ALSTOM Holdings
which will use any such proceeds for the general corporate purposes of the
ALSTOM Group.
NUMBER OF BONDS TO BE EXCHANGED
The Exchange Offer relates to all Existing Bonds outstanding as at 7 February
2005, being a total of 652,500 bonds (650,000 5% bonds, due July 2006 in
denomination of €1,000 each and 2,500 subordinated auction rate bonds, due
September 2006 in a denomination of €100,000 each).
ALSTOM has not repurchased any of the Existing Bonds. All of the Existing Bonds
are outstanding at the date hereof.
TERMS OF THE EXCHANGE OFFER
Bondholders submitting their Existing Bonds for exchange will receive (a) a
number of New Bonds calculated on the basis of the exchange prices (excluding
accrued interest) of Existing Bonds submitted and (b) the accrued interest on
such bonds, payable in cash.
DETERMINATION OF THE EXCHANGE PRICES (EXCLUDING ACCRUED INTEREST) OF THE
EXISTING BONDS, AND THE ISSUE PRICE AND COUPON OF THE NEW BONDS
The exchange prices (excluding accrued interest) of the Existing Bonds will be
determined on 16 February 2005 at 16.00 (Paris time):
o with respect to the 5% July 2006 bonds, on the basis of the yield on the
French Treasury Note benchmark (as described below) and on the basis of the
exchange spread, as compared to the French Treasury Note benchmark; and
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
o with respect to the subordinated auction rate September 2006 bonds, on the
basis of the three-month Euribor rate fixed on 16 February 2005 and of the
exchange spread (with respect to three-month Euribor) as compared with such
Euribor rate.
The issue price and the coupon of the New Bonds will also be determined on 16
February 2005 at 16.00 (Paris time) by reference to the yield on the French
Treasury Note benchmark as mentioned below and on the basis of the New Bond
spread, as compared to the French Treasury Note benchmark.
The exchange spreads shall be determined on the basis of factors including
ALSTOM's risk premium and the terms and conditions of each issue.
As the coupon shall be quoted in increments of 1/8 (0.125%), the coupon of the
New Bonds will be such incremental rate which is directly below the yield of
such New Bonds. Accordingly, the issue price of each New Bond, rounded to the
third decimal place, will be slightly below par, with the difference between the
coupon and the yield of the New Bonds being a maximum of 0.124%.
The final exchange spreads and the New Bond spreads will be determined on 7
February 2005 and will be contained in the NOTE D'INFORMATION relating to the
Exchange Offer which will be the subject of a press release to be published in
LA TRIBUNE on 8 February 2005.
The yields of the French Treasury Note benchmark and the three-month Euribor
rate will be determined on the day following the end of the offer period for
institutional investors (16 February 2005) pursuant to the terms set out in the
NOTE D'INFORMATION.
The rounding of yields or interest shall be determined by reference to the
French COMITé DE NORMALISATION OBLIGATAIRE. The nth decimal place shall be
rounded upwards when the (n+1)th decimal place is greater than or equal to five,
failing which it shall be rounded downwards.
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
FINAL EXCHANGE SPREADS SHALL BE WITHIN THE RANGES SET FORTH BELOW:
CALCULATION TABLE FOR THE PROVISIONAL EXCHANGE PRICES (EXCLUDING ACCRUED
INTEREST) OF THE EXISTING BONDS
THE YIELD OF THE FRENCH TREASURY NOTE BENCHMARK AND THE THREE-MONTH EURIBOR RATE
IN THE TABLES BELOW ARE FOR ILLUSTRATIVE PURPOSES ONLY AND ARE IN NO WAY
INDICATIVE OF THE YIELDS WHICH WILL BE USED IF THE EXCHANGE OFFER PROCEEDS. THE
SAME APPLIES TO THE GROSS ANNUAL YIELD OF THE €650,000,000 5% BONDS, THE
EQUIVALENT ANNUAL YIELD OF THE SUBORDINATED AUCTION RATE BONDS AND THE EXCHANGE
PRICES (EXCLUDING ACCRUED INTEREST) OF THESE BONDS.
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| | | | PROVISIONAL EXCHANGE PRICE | |
| | FRENCH TREASURY NOTE | PROVISIONAL | (EXCLUDING ACCRUED INTEREST) OF | |
| | BENCHMARK | EXCHANGE | EXISTING BONDS | |
| | | SPREAD AS AT | (RANGE) | |
| ALSTOM |-----------------------| 24 JANUARY |---------------------------------------| Accrued interest as at |
| BONDS | | Provisional | 2005 | | Exchange price | 3 March 2005 |
| | | yield as at | (%) | | (excluding accrued | (%) |
| | BTAN | 24 January | (20 BASIS | Yield as at 24 | interest) as at 3 | |
| | | 2005 | POINT RANGE) | January 2005 | March 2005 | |
| | | (%) | | (%) | (%) | |
|-----------------------------------------------------------------------------------------------------------------------|
|5% bonds due | 4.5% | | | | | |
|26 July 2006 | BTAN | | | | | |
| | due | 2.266 | +0.900 | 3.166 | 102.456 | 3.00774759 |
| | 12 | | +0.700 | 2.966 | 102.733 | |
| | July | | | | | |
| | 2006 | | | | | |
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| | | | | PROVISIONAL EXCHANGE | |
| | | | | PRICE (EXCLUDING ACCRUED | |
| | | | | INTEREST) OF EXISTING | |
| | | | | BONDS (RANGE) | |
| | | | |---------------------------| |
| | REFERENCE RATE | PROVISIONAL | | | Exchange | |
| | | EXCHANGE | | | price | |
| ALSTOM |--------------|---------------| SPREAD(1) | PROVISIONAL | | (excluding | Accrued |
| BONDS | | Provisional | AS AT | YIELD | Equivalent | accrued | interest as |
| | | rate fixed | 24 JANUARY | AS AT 24 | annual yield | interest) | at 3 March |
| | | on as at 24 | 2005 | JANUARY 2005 | as at 24 | as at 3 | 2005 |
| | Euribor | January 2005 | (%) | (%) | January 2005 | March 2005 | (%) |
| | | (%) | (30 BASIS | | (%) | (%) | |
| | | | POINT RANGE)| | | | |
|----------------|------------------------------|-------------|--------------|--------------|------------|--------------|
|Subordinated | | | | | | | |
|auction rate | | | | | | | |
|29 September | Three-month | 2.141 | +1.300 | 3.441 | 3.535 | 105.712 | 1.25457500 |
|2006 bonds, | Euribor | | +1.000 | 3.141 | 3.223 | 106.193 | |
|three-month | | | | | | | |
|Euribor + 4.99% | | | | | | | |
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1. With respect to three-month Euribor
CALCULATION TABLE FOR THE PROVISIONAL ISSUE PRICE AND COUPON OF THE NEW BONDS
THE YIELD OF THE BENCHMARK BTAN (BONS À TAUX FIXE ET INTÉRÊT ANNUEL) IS FOR
ILLUSTRATIVE PURPOSES ONLY AND IS IN NO WAY INDICATIVE OF THE YIELD WHICH WILL
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
BE USED IF THE EXCHANGE OFFER PROCEEDS. THE SAME APPLIES TO THE GROSS ANNUAL
YIELD, THE ISSUE PRICE AND THE COUPON OF THE NEW BONDS.
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| FRENCH TREASURY NOTE | PROVISIONAL | PROVISIONAL CHARACTERISTICS OF THE |
| BENCHMARK | NEW BOND | THE NEW BONDS |
|----------------------------------| SPREAD AS AT | (RANGE) |
| | Provisional | 24 JANUARY 2005 |------------------------------------------------|
| | yield as at 24 | (%) | Issue price as at | Yield as at 24 | |
| BTAN | January 2005 | (80 BASIS | 24 January 2005 | January 2005 | Coupon |
| | (%) | POINT RANGE) | (%) | (%) | (%) |
|---------------|------------------|-----------------|-------------------|-----------------|----------|
| 3% BTAN due | 2.936 | +3.000 | 99.743 | 5.936 | 5.875 |
| 12 January | | +3.800 | 99.542 | 6.736 | 6.625 |
| 2010 | | | | | |
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EXCHANGE RATIO AND NUMBER OF NEW BONDS OFFERED IN EXCHANGE FOR EXISTING BONDS
AND PAYMENT IN CASH OF ACCRUED INTEREST ON THE EXISTING BONDS
For each bondholder, a calculation will be made of the whole number of New Bonds
to be delivered in exchange for the Existing Bonds brought to the Exchange
Offer.
For each series of Existing Bonds, each bondholder submitting Existing Bonds for
exchange will, on the settlement date, receive a number of New Bonds equal to
the product of:
o the exchange ratio applicable to that series (the "EXCHANGE RATIO");
multiplied by
o the aggregate nominal amount of Existing Bonds exchanged (nominal amount of
Existing Bonds x number of Existing Bonds submitted for exchange per series),
divided by the nominal value of the New Bonds (€1)
rounded upwards to the next whole number of New Bonds.
For each series of Existing Bonds, this Exchange Ratio will be determined by
dividing the exchange price of the Existing Bonds (excluding accrued interest)
by the issue price of the New Bonds, rounded by convention to the sixth decimal
place.
Each bondholder having exchanged Existing Bonds will receive a cash amount equal
to the amount of accrued interest on such Existing Bonds to, but not including,
the settlement date, as set out in the "CALCULATION TABLE FOR THE PROVISIONAL
EXCHANGE PRICES (EXCLUDING ACCRUED INTEREST) OF THE EXISTING BONDS" above. Each
bondholder will receive, with respect to each series of Existing Bonds, an
amount corresponding to the accrued interest due (in euro) on all Existing Bonds
exchanged, rounded by convention to the second decimal place.
EXCHANGE OFFER PERIOD AND PROCEDURE FOR SUBMISSION OF ORDERS
WITH RESPECT TO INSTITUTIONAL INVESTORS:
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
Institutional investors holding Existing Bonds who wish to exchange their
Existing Bonds on the proposed terms, must submit their exchange orders, at any
time from 9.00 (Paris time) on 8 February 2005 to 17.00 (Paris time) on 15
February 2005, in accordance with the procedures described in the paragraph
"COMMON PROCEDURE FOR SUBMISSION OF ORDERS FOR INSTITUTIONAL INVESTORS AND
INDIVIDUALS" below.
Exchange orders from institutional investors shall be revocable provided that
the relevant Exchange Agent is notified thereof, directly or indirectly prior to
17.00 (Paris time) on 15 February 2005 in accordance with the procedures
described in the paragraph "COMMON PROCEDURE FOR SUBMISSION OF ORDERS FOR
INSTITUTIONAL INVESTORS AND INDIVIDUALS" below.
WITH RESPECT TO INDIVIDUALS:
Individuals holding Existing Bonds who wish to exchange their Existing Bonds on
the proposed terms, must submit their exchange orders at any time from 9.00
(Paris time) on 17 February 2005 to 17.00 (Paris time) on 24 February 2005, in
accordance with the procedures described in the paragraph "COMMON PROCEDURE FOR
SUBMISSION OF ORDERS FOR INSTITUTIONAL INVESTORS AND INDIVIDUALS" below.
Individuals' exchange orders shall be revocable, provided the relevant Exchange
Agent is notified thereof, directly or indirectly, prior to 17.00 (Paris time)
on 24 February 2005 in accordance with the procedures described in the paragraph
"COMMON PROCEDURE FOR SUBMISSION OF ORDERS FOR INSTITUTIONAL INVESTORS AND
INDIVIDUALS" below.
COMMON PROCEDURE FOR SUBMISSION OF ORDERS FOR INSTITUTIONAL INVESTORS AND
INDIVIDUALS
Orders must be received by the relevant Exchange Agent at the latest at 17.00
(Paris time) on 15 February 2005 for institutional investors and at the latest
at 17.00 (Paris time) on 24 February 2005 for individuals.
The Company will not be held responsible if the parties concerned do not comply
with the procedures described below:
(i) Procedure applicable to the €650,000,000 5% fixed rate bonds due July
2006 - ISIN code: FR0000495673 (the "FIXED RATE BONDS")
HOLDERS OF FIXED RATE BONDS WHO ARE NOT DIRECT PARTICIPANTS IN
EUROCLEAR BANK S.A./N.V., CLEARSTREAM BANKING S.A. LUXEMBOURG OR
EUROCLEAR FRANCE MUST CONTACT THEIR AUTHORISED INTERMEDIARIES WHO WILL
FOLLOW THE PROCEDURE APPLICABLE TO FIXED RATE BONDS ON THEIR BEHALF.
(x) Bonds held through Euroclear France
Participants in Euroclear France must submit, on their behalf or
on behalf of their clients, by fax, the Paper Acceptance Notice
(as defined below) to the Paris Exchange Agent and, as soon as the
Paper Acceptance Notice has been sent, transfer the Fixed Rate
Bonds held on their behalf or on behalf of their clients, to
Euroclear France, account No. 30, account type 051, of BNP Paribas
Securities Services.
(y) Bonds held through Euroclear Bank S.A./N.V. or Clearstream Banking
S.A. Luxembourg
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
Participants in Euroclear Bank S.A./N.V. or Clearstream Banking
S.A. Luxembourg must submit their orders, on their behalf or on
behalf of their clients, directly to the relevant clearing system
where the bonds are held, in accordance with the applicable
procedures of that clearing system.
Upon receipt of the orders, the relevant clearing system will
send, on behalf of the participant or on behalf of the
participant's client, by fax, the Paper Acceptance Notice (as
defined below) to the Paris Exchange Agent and simultaneously
transfer the Fixed Rate Bonds to be exchanged, on behalf of the
participant or on behalf of the participant's clients, to
Euroclear France, account No. 30, account type 051, of BNP Paribas
Securities Services.
The exchange orders included in the Paper Acceptance Notice (as defined
below) sent by the holders of the Fixed Rate Bonds (or, if the holder
is not a direct participant, by the intermediary authorised to act on
his behalf) may be revoked by the holder. Revocation orders must be
sent to the Paris Exchange Agent prior to the revocation deadline as
set forth in the paragraphs "WITH RESPECT TO INSTITUTIONAL INVESTORS"
and "WITH RESPECT TO INDIVIDUALS" above, and in accordance with the
procedures applicable to the submission of orders described in, as the
case may be, paragraphs (x) and (y) above.
In all cases, participants in Euroclear France must provide the
acceptance notice to the Paris Exchange Agent in such form as shall be
provided to them by the Paris Exchange Agent (the "PAPER ACCEPTANCE
NOTICE"). This Paper Acceptance Notice must contain the information,
confirmations and instructions which will be set out in the NOTE
D'INFORMATION including, in particular, the Tracking Code assigned by
one of the Dealer Managers and Bookrunners (for orders equal to or in
excess of €1,000,000 nominal amount);
If a participant in Euroclear France is not able to provide such
information, confirmations and instructions, such participant must
contact the Paris Exchange Agent immediately. The Paris Exchange Agent
will inform the Company as soon as possible who will then determine
whether the Paper Acceptance Notice is valid.
All questions as to form, content and validity (including the date of
receipt) of any Paper Acceptance Notice will be determined solely by
the Company. All determinations by the Company as to the validity of a
Paper Acceptance Notice, its date of receipt or the validity of any
revocation shall be final and binding.
The Paris exchange agent is BNP Paribas Securities Services, GCT,
Immeuble Tolbiac, 25 quai Panhard et Levassor, 75013 Paris, France,
tel. : +33 (0)1 55 77 61 60, fax : +33 (0)1 55 77 95 53.
(ii)Procedure applicable to the €250,000,000 subordinated auction rate
bonds due September 2006 - ISIN code: XS0118660009 (the "AUCTION RATE
BONDS")
Holders of Auction Rate Bonds wishing to participate in the Exchange
Offer must submit, either directly or through their authorised
intermediary, at the latest on the date described in the paragraphs
"WITH RESPECT TO INSTITUTIONAL INVESTORS" or "WITH RESPECT TO
INDIVIDUALS" above, as the case may be, a duly completed electronic
instruction notice (the "ELECTRONIC INSTRUCTION NOTICE") containing the
Tracking Code assigned by one of the Dealer Managers and Bookrunners
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
for orders equal to or in excess of €1 million to the clearing system
through which their bonds are held prior to the deadline specified by
the relevant clearing system. The submission of Auction Rate Bonds for
exchange by a holder of Auction Rate Bonds will be deemed to have
occurred upon receipt by the relevant clearing system of an Electronic
Instruction Notice delivered in accordance with the requirements of
such clearing system.
The receipt of an Electronic Instruction Notice by the relevant
clearing system will result in the Auction Rate Bonds being blocked in
the relevant clearing system so that no transfers of such Auction Rate
Bonds may be made after receipt of such Electronic Instruction Notice.
ONLY DIRECT PARTICIPANTS IN EUROCLEAR BANK S.A./N.V. OR CLEARSTREAM
BANKING S.A. LUXEMBOURG (THE "DIRECT PARTICIPANTS") MAY SUBMIT
ELECTRONIC INSTRUCTION NOTICES. IF THE HOLDER OF AUCTION RATE BONDS IS
NOT A DIRECT PARTICIPANT, SUCH HOLDER MUST ARRANGE FOR THE AUTHORISED
INTERMEDIARY THROUGH WHICH SUCH HOLDER HOLDS THE AUCTION RATE BONDS TO
FOLLOW THE PROCEDURES DESCRIBED ABOVE IN ACCORDANCE WITH THE APPLICABLE
REQUIREMENTS AND PRIOR TO THE DEADLINES SPECIFIED BY THE RELEVANT
CLEARING SYSTEM.
The attention of the holders of Auction Rate Bonds wishing to
participate in the Exchange Offer, and in particular the attention of
those who hold such Auction Rate Bonds through an authorised
intermediary, is drawn to the required deadlines of the clearing
systems and, as the case may be, those of the authorised intermediary,
to transmit Electronic Instruction Notices to the Luxembourg Exchange
Agent before the date and time set forth in the paragraphs "WITH
RESPECT TO INSTITUTIONAL INVESTORS" or "WITH RESPECT TO INDIVIDUALS"
above, as the case may be.
An Electronic Instruction Notice delivered by a holder of Auction Rate
Bonds (or if such holder is not a Direct Participant, by the
intermediary authorised to act on such holder's behalf), may be revoked
by such holder or the intermediary authorised to act on such holder's
behalf, prior to the revocation deadline set forth in the paragraphs
"WITH RESPECT TO INSTITUTIONAL INVESTORS" or "WITH RESPECT TO
INDIVIDUALS" above, as the case may be, by submitting an electronic
withdrawal instruction to the relevant clearing system.
By submitting a valid Electronic Instruction Notice to the relevant
clearing system in accordance with the applicable requirements of the
relevant clearing system, holders of Auction Rate Bonds or, if such
holder is not a Direct Participant, the intermediary authorised to act
on such holder's behalf, shall be deemed to have provided to the
Company, the Luxembourg Exchange Agent and the Dealer Managers and
Bookrunners the information, confirmations and instructions set out in
the NOTE D'INFORMATION.
If a holder of Auction Rate Bonds or, if such holder is not a Direct
Participant, the intermediary authorised to act on such holder's
behalf, is not able to provide such information, confirmations and
instructions, the holder of Auction Rate Bonds or, as the case may be,
the intermediary authorised to act on such holder's behalf, must
contact the Luxembourg Exchange Agent immediately. The Luxembourg
Exchange Agent will inform the Company as soon as possible, who will
then determine whether the Electronic Instruction Notice is valid.
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
All questions as to the form, content and validity (including the date
of receipt) of an Electronic Instruction Notice will be determined
solely by the Company. All determinations by the Company as to the
validity of an Electronic Instruction Notice, its date of receipt or
the validity of its revocation shall be final and binding
The receipt of an Electronic Instruction Notice by the relevant
clearing system, subject to the notice not having been revoked and
provided the Company has not withdrawn the Exchange Offer, will
constitute instructions to debit on the settlement date the securities
account of the holder of Auction Rate Bonds exchanged in the Exchange
Offer for New Bonds and cash payments of accrued interest due to the
holder of the Auction Rate Bonds.
The Luxembourg exchange agent is BNP Paribas Securities Services,
Luxembourg Branch, 23 avenue de la Porte Neuve, L-2085 Luxembourg,
attn: Global Corporate Trust, tel: +352 2696 2549 / +352 2696 2518,
fax: +352 2696 9757.
THE INDICATIVE TIMETABLE OF THE EXCHANGE OFFER WILL BE AS FOLLOWS:
7 FEBRUARY 2005 o Determination of the exchange spreads
and New Bond spread with respect to the
Existing Bonds and the New Bonds
o AMF VISA on the NOTE D'INFORMATION
8 FEBRUARY 2005 Publication of a press release announcing the
launch of the Exchange Offer in LA TRIBUNE
and on the website of the AMF, and
publication of the AVIS of Euronext Paris
S.A.
8 FEBRUARY 2005 AT 9.00 Start of the offer period with respect to
(PARIS TIME) institutional investors
15 FEBRUARY 2005 AT 17.00 End of the offer period with respect to
(PARIS TIME) institutional investors
16 FEBRUARY 2005 AT 16.00 Determination of the exchange prices
(PARIS TIME) (excluding accrued interest) with respect to
the Existing Bonds and the issue price and
coupon with respect to the New Bonds;
decision on whether to proceed with the issue
of the Additional Bonds and decision on
whether to withdraw the Exchange Offer.
17 FEBRUARY 2005 Publication in LA TRIBUNE of the exchange
price (excluding accrued interest) of the
Existing Bonds and the coupon and issue price
of the New Bonds, as well as any decision to
issue Additional Bonds or to withdraw the
Exchange Offer
17 FEBRUARY 2005 AT 9.00 Start of the offer period with respect to
(PARIS TIME) individuals
24 FEBRUARY 2005 AT 17.00 End of the offer period with respect to
(PARIS TIME) individuals
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
3 MARCH 2005 Settlement date and listing date of the New
Bonds on the PREMIER MARCHÉ of Euronext Paris
S.A. and on the Luxembourg Stock Exchange
INVESTOR CONTACTS
BNP PARIBAS: Tel: +33 1 42 98 17 90
Tel: +44 207 595 8668
MERRILL LYNCH CAPITAL MARKETS (FRANCE) Tel: +33 1 53 65 58 76
SAS:
Tel: +44 207 995 3715
INVESTOR CONTACT AT ALSTOM
Mrs Emmanuelle Chatelain, Investor Relations: Tel : +33 1 41 49 37 38
o UNITED STATES RESTRICTIONS RELATING TO THE EXCHANGE OFFER :
The Exchange Offer is not being made, and will not be made, directly or
indirectly, in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States or to U.S. persons. This
includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone and the internet. Accordingly, copies of the NOTE D'INFORMATION and
any other documents or materials relating to the Exchange Offer are not being,
and must not be, directly or indirectly mailed or otherwise transmitted,
distributed or forwarded in or into the United States or to any U.S. person. Any
purported offers to exchange Existing Bonds pursuant to the Exchange Offer
resulting directly or indirectly from a violation of these restrictions will be
invalid, and offers to exchange made by a resident of the United States or any
agent, fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or any U.S. person
will not be accepted.
The NOTE D'INFORMATION is not an offer of securities for sale in the United
States. The New Bonds may not be offered or sold in the United States absent
registration or an exemption from registration. The New Bonds have not been and
will not be registered under the U.S. Securities Act of 1933 ("SECURITIES ACT"),
or with any 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 New Bonds are only being offered for exchange outside the United States to
persons that are not U.S. persons, pursuant to Regulation S under the Securities
Act. The purpose of the NOTE D'INFORMATION is limited to the Exchange Offer and
the NOTE D'INFORMATION may not be sent or given to a person in the United
States. Each holder of Existing Bonds participating in this Exchange Offer will
represent that it (i) is not located in the United States and is not a U.S.
person, (ii) is not giving an order to participate in the Exchange Offer from
the United States or on behalf of a U.S. person and (iii) understands that the
New Bonds may not be reoffered, resold or delivered, directly or indirectly, in
the United States or to U.S. persons, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act.
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
In addition, until the expiration of 40 days after the commencement of the
Exchange Offer, an offer or sale of the New Bonds within the United States by a
dealer that is not participating in the Exchange Offer may violate the
registration requirements of the Securities Act if such offer or sale is made
otherwise than in accordance with an exemption from registration under the
Securities Act.
o UNITED KINGDOM RESTRICTIONS RELATING TO THE EXCHANGE OFFER :
The Exchange Offer is not being made to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995, as amended.
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 (FSMA).
Accordingly, this press release is not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of
this press release as a financial promotion is only being made to those persons
in the United Kingdom falling within the definition of Investment Professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (the "Order")) or persons who are within
Article 43 of the Order or any person to whom it may otherwise lawfully be made.
o SPANISH RESTRICTIONS:
The Exchange Offer has not been registered with the Spanish Securities Market
Regulator (the "CNMV") and therefore it is not available to any resident of
Spain. Accordingly, residents of Spain may not submit for exchange the Existing
Bonds in the Exchange Offer nor may the New Bonds be offered, sold or delivered
in Spain and neither may the NOTE D'INFORMATION nor any other offering material
relating to the Exchange Offer, the Existing Bonds, or the New Bonds be
distributed or made available in Spain save in compliance and in accordance with
the provisions of Law 24/1988 of 28 July 1988, on the Securities Market and
Royal Decree 291/1992, of 27 March 1992, on Issues and Public Offers of
Securities, both as amended, and the regulations issued thereunder.
o ITALIAN RESTRICTIONS:
The Exchange Offer is not being made in the Republic of Italy and has not been
submitted to the clearance procedure of the COMMISSIONE NAZIONALE PER LE SOCIETA
E LA BORSA (CONSOB) and/or the Bank of Italy pursuant to Italian laws and
regulations. Accordingly, holders of Existing Bonds are hereby notified that, to
the extent such holders are Italian residents or persons located in the Republic
of Italy, the Exchange Offer is not available to them and they may not submit
for exchange the Existing Bonds in the Exchange Offer nor may the New Bonds be
offered, sold or delivered in the Republic of Italy and, as such, any
acceptances received from such persons shall be ineffective and void, and
neither the NOTE D'INFORMATION nor any other offering material relating to the
Exchange Offer, the Existing Bonds or the New Bonds may be distributed or made
available in the Republic of Italy.
o SWEDISH RESTRICTION:
The NOTE D'INFORMATION has not and will not be registered with the Swedish
Financial Supervisory Authority pursuant to the Swedish Financial Instruments
Trading Act (1991:980, as amended). The New Bonds may only be marketed and
offered for sale in Sweden for a minimum investment consideration per investor
of at least SEK 300,000 (or the equivalent in the relevant currency).
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
o GERMAN RESTRICTIONS:
The NOTE D'INFORMATION has not been and will not be filed with the German
Federal Financial Supervisory Authority (BUNDESANSTALT FÜR
FINANZDIENSTLEISTUNGSAUFSICHT) and may not be published or circulated in the
Federal Republic of Germany. The New Bonds may only be offered in the Federal
Republic of Germany (i) for an aggregate purchase price per purchaser of at
least €40,000 (or the foreign currency equivalent) or such other amount as may
be stipulated by applicable German law or (ii) otherwise in compliance with the
provisions of the German Securities Sales Prospectus Act of 9 September 1998, as
amended (WERTPAPIER-VERKAUFSPROSPEKTGESETZ) or any other laws applicable in the
Federal Republic of Germany governing the sale and offering of securities.
o BELGIAN RESTRICTIONS:
The NOTE D'INFORMATION and related documents are not intended to constitute a
public offer in Belgium within the meaning of Belgian Law of 22 April 2003 on
the Public Offering of Securities and may not be distributed to the Belgian
public. The Belgian Commission for Banking, Finance and Insurance has not
reviewed nor approved this document or commented on its accuracy or adequacy or
recommended or endorsed the Exchange Offer. Only qualifying professional
investors within the meaning of Article 3.2 of the Belgian Royal Decree of 7
July 1999 (qualifying professional investors) on the Public Nature of Financial
Transactions who act for their own account are eligible to accept the Exchange
Offer.
o NETHERLANDS RESTRICTIONS:
The Exchange Offer may not be made, directly or indirectly, to persons
established, resident or domiciled in the Netherlands, except for individuals or
legal entities who or which trade or invest in securities in the conduct of
their profession or trade (which includes banks, investment institutions,
securities intermediaries, insurance companies, pension funds, other
institutional investors and treasury departments and finance companies of large
enterprises).
o FINNISH RESTRICTIONS:
The Exchange Offer is not being made, directly or indirectly, in the Republic of
Finland. Accordingly, the New Bonds may not be offered or sold, directly or
indirectly, to any resident of the Republic of Finland or in the Republic of
Finland, except (i) for an aggregate purchase price per purchaser of at least
€50,000 (or the foreign currency equivalent) or (ii) otherwise pursuant to
applicable Finnish laws and regulations. Neither the NOTE D'INFORMATION nor any
other offering material relating to the Exchange Offer, the Existing Bonds or
the New Bonds may be distributed or made available in the Republic of Finland.
* * * * *
This report on Form 6-K includes materials that make reference to a public
exchange offer being made in France, Luxembourg and Switzerland and to certain
other proposed issuances of securities by ALSTOM. No copy of this document may
be distributed in the United States. The exchange offer is not being made,
directly or indirectly, in the United States and is not available to persons
located in the United States or to U.S. persons. The securities referenced
herein may not be offered or sold in the United States unless they are
registered under the U.S. Securities Act of 1933, as amended or exempt from
registration. The securities referenced in these materials have not been and are
NON-BINDING FREE TRANSLATION INTO ENGLISH FOR INFORMATION PURPOSES ONLY
not being registered under the U.S. Securities Act and neither ALSTOM nor any
other person intends to make a public offer of securities of ALSTOM in the
United States.
These materials are not an offer to sell securities or the solicitation of an
offer to buy securities, nor shall there be any offer or sale of securities in
any jurisdiction in which such offer or sale would be unlawful.