|THEOLIA sets up a dynamic management mechanism for its available cash based on a swap contract relating to its OCEANEs (2012/06/07 07:00 AM)|
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In 2011, THEOLIA entrusted to Credit Suisse a part of its available cash in the context of a usual cash management agreement. It is indeed particularly difficult, in the current context of crisis in the Euro zone, to find the financial instruments that allow an attractive remuneration at an acceptable risk level.
Given the remarkable recovery efforts initiated by its management and teams, THEOLIA intends to set up a dynamic management of its available cash based on the market performance of its OCEANEs and the underlying shares, the market price of the OCEANEs being less volatile than that of the THEOLIA share.
To this end, THEOLIA concluded a swap contract with Credit Suisse concerning the OCEANEs in order to give a lift to the management of its available cash.
The swap contract (total return swap)
The swap contract concerning the OCEANEs concluded with Credit Suisse has a minimal duration of six months.
In order to constitute its hedge with respect to this swap contract, Credit Suisse may purchase OCEANEs, in its own name and for its own account, within the limit of 1,150,000 OCEANEs, corresponding to a maximal amount of 13,225,000 euros, by purchasing OCEANEs on the market or blocks of OCEANEs off market.
During the term of the swap contract, THEOLIA will pay to Credit Suisse an amount equal to Euribor plus a spread, corresponding to the cost of the constitution of its hedge position by Credit Suisse, and will receive, if applicable, the coupons and dividends received by Credit Suisse under its hedge position. Part of THEOLIA's available cash will be provided as collateral in order to secure its obligations towards Credit Suisse under the swap contract.
At the maturity of the contract or in case of a request from THEOLIA for an early repayment of part of its cash provided as collateral under the swap contract, THEOLIA will receive the market value of the OCEANEs allocated to the hedge of the swap and will pay to Credit Suisse the value of the constitution of its hedge (THEOLIA shall therefore receive from Credit Suisse the positive performance of the OCEANE or, as the case may be, pay to Credit Suisse the negative performance of the OCEANE). Credit Suisse will be the owner of the OCEANEs so purchased.
On the swap contract maturity date or in case of a request from THEOLIA for an early repayment of a part of its cash, Credit Suisse may unwind its position, depending on the market liquidity conditions, either by selling the OCEANEs that were purchased for the purposes of its hedge with respect to the swap contract, or by converting the OCEANEs into shares so as to sell the shares received as a result of the conversion of the OCEANEs. In the absence of a volume increase of the OCEANEs exchanged on the market and on the basis of the current volumes, the criteria used for the unwinding of the swap contract would probably lead to an unwind in shares.
The OCEANEs (obligations à option de souscription et/ou d'échange en actions nouvelles ou existantes THEOLIA / bonds with conversion and/or exchange option into existing or new THEOLIA shares) were issued by THEOLIA in October 2007 and are due to expire on January 1st, 2041. They are admitted for negotiations on the regulated Paris NYSE Euronext market (ISIN: FR0010532739).
THEOLIA is an independent producer of wind energy, active over the entire wind value chain. The Group develops, builds and operates wind farms in four main countries: France, Germany, Italy and Morocco. In total, the Group operates 903 MW for its own account and for third parties.
French Société anonyme (public limited company with Board of Directors) with share capital of €127,125,197
Registered office: 75 rue Denis Papin – BP 80199 - 13795 Aix-en-Provence Cedex 3 - France
Tel: +33 (0)4 42 904 904 – Fax: +33 (0)4 42 904 905 - www.theolia.com
THEOLIA is listed on the compartment C of Euronext Paris, code: TEO
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of THEOLIA in any jurisdiction.
This announcement is not an offer of securities for sale in the United States. No securities of THEOLIA have been or will be registered under the US Securities Act of 1933, as amended (the ''Securities Act''), or under the securities legislation of any state or other jurisdiction of the United States. Accordingly, the securities of THEOLIA may not be offered, sold taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under, or an exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities of THEOLIA in the United States.
Neither this announcement (including and any materials distributed in connection with this announcement) nor any part or copy of it may be released, published or distributed in or into the United States, Australia, Canada, Japan or South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of the United States, Australia, Canada, Japan or South Africa. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.