Alstom’s Board of Directors approved today the launch of a capital increase through a private placement representing less than 5% of the share capital of Alstom via the issuance of new Alstom shares. The new shares will be fully fungible with Alstom’s existing ones. The gross proceeds of the share capital increase would amount to approximately €300 million, with an extension clause of €50 million.
This equity offering aims primarily at financing on-going transactions, namely the remaining payment of around USD350 million related to the 25% stake in the rolling stock Russian Company Transmashholding. The proceeds may also allow the Group to make some other add-on operations in the renewable or grid businesses.
Alstom and Transmashholding signed a strategic partnership in March 2009. Under this agreement, Alstom had announced its intention to acquire 25% of the capital of Transmashholding. An initial payment of USD75 million was made in 2011 and as agreed between the parties, the remaining payment of approximately USD350 million, due in October 2012, is based on Transmashholding’s results between 2008 and 2011. Over this period, Transmashholding registered a strong growth with sales reaching
USD3.6 billion in 2011 as well as a solid operational performance illustrated by a double-digit operating margin. Meanwhile, thanks to this partnership, Alstom Transport has already booked over €1.5 billion of contracts in Russia and CIS.
This capital increase will be placed through an accelerated book building to institutional investors.
Alstom will publish its half year results for 2012/13 on 7 November. At this occasion the Group will renew its guidance of a sales growth of over 5% per year for this fiscal year and the two following ones and a gradual improvement of the operating margin which should be at around 8% in March 2015. It will also confirm that the free cash flow should be positive in each of the three fiscal years.
Christine Rahard, Isabelle Tourancheau - Tel +33 1 41 49 32 95 /39 95
Emmanuelle Châtelain, Delphine Brault - Tel +33 1 41 49 37 38 / 26 42
This press release contains forward-looking statements which are based on current plans and forecasts of Alstom’s management. Such forward-looking statements are relevant to the current scope of activity and are, by their nature, subject to a number of important risk and uncertainty factors (such as those described in the documents filed by Alstom with the French AMF) that could cause actual results to differ from the plans, objectives and expectations expressed in such forward-looking statements. These such forward-looking statements speak only as of the date on which they are made, and Alstom undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise.
Crédit Agricole CIB is acting as Global Coordinator and Joint Bookrunner, BNP Paribas, Natixis and Société Générale as Joint Lead Managers and Bookrunners in relation to the accelerated book building.
This document does not, and shall not, in any circumstances, constitute a public offering nor an invitation in any jurisdiction in connection with any offer.
This document does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in France. The securities referred to herein may not be and will not be offered or sold to the public in France except to qualified investors ("investisseurs qualifiés") and/or to a limited group of investors ("cercle restreint d’investisseurs") acting for their own account, as defined in, and in accordance with Articles L. 411-2 and D. 411-1 to D. 411-3 of the French Monetary and Financial Code.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
This document has been prepared on the basis that any offer of the new shares in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this document may only do so in circumstances in which no obligation arises for Alstom or any of Joint Lead Managers and Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus Directive, as amended by the Amending Prospectus Directive (2010/73/UE) in relation to such offer. Neither Alstom nor the Joint Lead Managers and Bookrunners have authorized, nor do they authorize, the making of any offer of the new shares in circumstances in which an obligation arises for Alstom or any of the Joint Lead Managers and Bookrunners to publish prospectus for such offer.
This document is an advertisement and not a prospectus for the purposes of applicable measures implementing Directive 2003/71/EC.
This press release is not an offer of securities for sale in the United States or any other jurisdiction. Securities may not be sold or offered in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. Alstom does not intend to register any portion of this offering in the United States or to conduct a public offering of securities in the United States. Copies of this press release are not being, and should not be, distributed in or sent into the United States.
It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.