PROHIBITION OF SALES TO EEA 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"). 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, "EU MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution, as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "EU 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 may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK 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 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 (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive 2016/97/EU on insurance distribution, as amended or superseded, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
EU MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 19 of the Guidelines on EU MiFID II product governance requirements published by ESMA dated 3 August 2023, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, " EU 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 EU 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.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product 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 published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 16 October 2023
Thales
Issue of Euro 600,000,000 4.250 per cent. Notes due 18 October 2031 (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 15 May 2023 which received approval no. 23-159 from the Autorité des marchés financiers (the "AMF") on 15 May 2023 and the supplement to the Base Prospectus dated 3 August 2023 which received approval no. 23-342 from the AMF on 3 August 2023 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as may be amended from time to time, the "EU Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation 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: | 20 |
(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 600,000,000 | |
(ii) | Tranche: | Euro 600,000,000 | |
5. | Issue Price: | 99.138 per cent of the Aggregate Nominal Amount | |
6. | Specified Denominations: | Euro 100,000 | |
7. | (i) | Issue Date: | 18 October 2023 |
(ii) | Interest Commencement Date: | Issue Date | |
8. | Maturity Date: | 18 October 2031 | |
9. | Interest Basis: | 4.250 % 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: | Call Option | |
Make-Whole Redemption by the Issuer | |||
Acquisition Event Call Option | |||
Clean-up Call Option |
2
- Date of Board approval for issuance of Notes obtained:
- Method of distribution:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
(further particulars specified below)
7 March 2023 and decision of Pascal Bouchiat, Directeur Général, Finances et Systèmes d'Information of Thales, dated 11 October 2023
Syndicated
15. | Fixed Rate Note Provisions | Applicable | |
(i) | Rate of Interest: | 4.250 per cent. per annum payable in arrear on each | |
Interest Payment Date. | |||
(ii) | Interest Payment Dates: | 18 October in each year | |
(iii) | Fixed Coupon Amount: | Euro 4,250 per Specified Denomination | |
(iv) | Broken Amount(s): | Not Applicable | |
(v) | Day Count Fraction: | Actual/Actual (ICMA) | |
(vi) | Interest Determination Dates: | 18 October in each year | |
(vii) | Unmatured Coupons void: | Condition 11(f) (Unmatured Coupons and | |
unexchanged Talons) is Not Applicable | |||
16. | Floating Rate Note Provisions | Not Applicable | |
17. | Fixed/Floating Rate Note Provisions | Not Applicable | |
18. | Zero Coupon Note Provisions | Not Applicable | |
PROVISIONS RELATING TO REDEMPTION | |||
19. | Call Option | Applicable | |
(i) | Optional Redemption Date(s): | Each Business Day from and including 18 July 2031 | |
up to but excluding the Maturity Date | |||
(ii) Optional Redemption Amount(s) of | Euro 100,000 per Specified Denomination | ||
each Note and method, if any, of | |||
calculation of such amount(s): | |||
(iii) | Notice period: | As per Conditions | |
20. | Put Option | Not Applicable | |
21. | Make-whole Redemption | Applicable | |
(i) Parties to be notified by Issuer of | Not Applicable | ||
Make-whole Redemption Date and |
Make-whole Redemption Amount (if other than set out in Condition 10(f)):
3
(ii) | Make-whole Redemption Margin: | 0.30 per cent. |
(iii) Discounting basis for purposes of | Annual | |
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: | ||
(iv) | Reference Security: | DBR 0.000% due August 2031 @81.51 (ISIN |
DE0001102564) | ||
(v) | Reference Dealers: | BNP Paribas |
Crédit Agricole Corporate and Investment Bank | ||
Deutsche Bank Aktiengesellschaft | ||
Société Générale |
- Quotation Agent:
-
Acquisition Event Call Option Acquisition Target:
Acquisition Completion Date: Acquisition Event Redemption:
Acquisition Notice Period: - Clean-upCall Option
- Final Redemption Amount of each Note
-
Early Redemption Amount (taxation reasons)
Early Redemption Amount(s) of each Note 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):
Aether Financial Services
Applicable
Imperva
30 June 2024
100.5 per cent. of the aggregate principal amount of the Notes
The period from the Issue Date to the Acquisition Completion Date
Applicable
Euro 100,000 per Note of Specified Denomination
As set out in the Conditions
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 |
4
(iv) Applicable TEFRA exemption: | Not Applicable | |
27. | Additional Financial Centre(s) or other | Not Applicable |
special provisions relating to Payment | ||
Business Days: |
- Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):
- Redenomination, renominalisation and reconventioning provisions:
- Representation of holder of Notes/Masse
DISTRIBUTION
No
Not Applicable
Name and address of the Representative:
MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre 33, rue Anna Jacquin
92100 Boulogne Billancourt France
Represented by its Chairman
The Representative will be entitled to a remuneration of €400.00 (VAT excluded) per year, payable on each Interest Payment Date (except for the Maturity 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.
31. (i) If syndicated, names of Managers:
(ii) Stabilisation Manager(s) (if any):
5
Global Coordinators:
BNP Paribas
Crédit Agricole Corporate and Investment Bank Deutsche Bank Aktiengesellschaft
Active Bookrunners:
Banco Santander, S.A.
HSBC Continental Europe
J.P. Morgan SE
Natixis
Société Générale
UniCredit Bank AG
Passive Bookrunners:
Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bank Ireland PLC Citigroup Global Markets Europe AG Commerzbank Aktiengesellschaft Crédit Industriel et Commercial S.A.
Crédit Agricole Corporate and Investment Bank
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THALES SA published this content on 18 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 October 2023 08:23:29 UTC.