EX-99 3 nyc545458.txt (B)(4) PRICING SUPP, EURO600 MILLION 4% BONDS Exhibit (b)(4) -------------- Pricing Supplement dated 9 August 2005 SCHNEIDER ELECTRIC S.A. Issue of Euro 600,000,000 4 per cent. Bonds due 2017 under the Euro 3,500,000,000 Euro Medium Term Note Programme This document constitutes the Pricing Supplement relating to the issue of Bonds described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 31 August 2004. This Pricing Supplement contains the final terms of the Bonds and must be read in conjunction with such Offering Circular. 1 Issuer: Schneider Electric S.A. 2 (i) Series Number: 4 (ii) Tranche Number: 1 3 Specified Currency or Currencies: Euro 4 Aggregate Nominal Amount: (i) Series: Euro 600,000,000 (ii) Tranche: Euro 600,000,000 5 (i) Issue Price: 99.225 per cent. of the Aggregate Nominal Amount (ii) Net proceeds: Euro 595,350,000 6 Specified Denominations: Euro 1,000 7 (i) Issue Date: 11 August 2005 (ii) Interest Commencement Date: Issue Date 8 Maturity Date: 11 August 2017 9 Interest Basis: 4 per cent. Fixed Rate (further particulars specified below) 10 Redemption/Payment Basis: Redemption at par 11 Change of Interest or Redemption/ Not Applicable Payment Basis: 12 Put/Call Options: Not Applicable 13 Status of the Bonds: Unsubordinated 14 Listing: Luxembourg 15 Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16 Fixed Rate Bond Provisions Applicable (i) Rate(s) of interest: 4 percent per annum payable annually in arrear (ii) Interest Payment Date(s): 11 August in each year commencing on 11 August 2005 (iii) Fixed Coupon Amount(s): Euro 40 per Euro 1,000 in nominal amount (iv) Broken Amount: Not applicable (v) Day Count Fraction (Condition 4(j)) Actual/Actual-ISMA (vi) Determination Date(s) 11 August in each year. (Condition 4(j)): (vii) Other terms relating to the method Not Applicable of calculating interest for Fixed Rate Bonds: 17 Floating Rate Provisions Not Applicable 18 Zero Coupon Bond Provisions Not Applicable 19 Index Linked Interest Bond Provisions Not Applicable 20 Dual Currency Bond Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION 21 Call Option Not Applicable 22 Put Option Not Applicable 23 Final Redemption Amount of each Bond Euro 1,000 per Bond of Euro 1,000 specified denomination 24 Early Redemption Amount (i) Early Redemption Amount(s) payable The Conditions apply. on redemption for taxation reasons (Condition 5(c)) or an event of default (Condition 9) and/or the method of calculating the same (if required or if different from that set out in the Conditions) (ii) Redemption for taxation reasons Yes permitted on days other than Interest Payment Dates (Condition 5(c)): (iii) Unmatured Coupons to become void No upon early redemption (Bearer Bonds only) (Condition 6(e)): GENERAL PROVISIONS APPLICABLE TO THE BONDS 25 Form of Bonds: Bearer Bonds (i) Temporary or permanent temporary Global Bond Global Bond: exchangeable for a permanent Global Bond which is exchangeable for Definitive Bonds in the limited circumstances specified in the permanent Global Bond (ii) Applicable TEFRA D Rules exemption: 26 Financial Centre(s) (Condition 6(g)) or Not Applicable other special provisions relating to payment dates: 27 Talons for future Coupons or Receipts to No be attached to Definitive Bonds (and dates on which such Talons mature): 28 Details relating to Partly Paid Bonds: Not Applicable amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Bonds and interest due on late payment: 29 Details relating to Instalments Bonds: Not Applicable (i) Instalments Amount(s): Not Applicable (ii) Instalment Date(s): Not Applicable (iii) Minimum Instalment Amount: Not Applicable (iv) Maximum Instalment Amount: Not Applicable 30 Redenomination, renominalisation and Not Applicable reconventioning provisions: 31 Consolidation provisions: Not Applicable 32 Other terms or special conditions: For the purposes of the issue of the Bonds, any references to "Note" and "Noteholder" in the Conditions shall be deemed to be references to "Bond" and "Bondholder" respectively. DISTRIBUTION 33 (i) If syndicated, names of Managers: Citigroup Global Markets Limited Natexis Banques Populaires The Royal Bank of Scotland plc Societe Generale (ii) Stabilising Agent (if any): Natexis Banques Populaires (iii) Dealer's Commission: 0.30 per cent. 34 If non-syndicated, name of Dealer: Not Applicable 35 Additional selling restrictions: For the purpose of the issue of the Bonds, the following additional selling restrictions shall apply: 1 United Kingdom Each Dealer has represented and agreed that: Investment advertisements: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of such Bonds in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Bonds in, from or otherwise involving the United Kingdom. 2 European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Dealer has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Bonds to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Bonds to the public in that Relevant Member State: 2.1 in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Bonds which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; 2.1.1 at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; 2.1.2 at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than (euro)43,000,000 and (3) an annual net turnover of more than (euro)50,000,000, as shown in its last annual or consolidated accounts; or 2.1.3 at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of these provisions, the expression an "offer of Bonds to the public" in relation to any Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. OPERATIONAL INFORMATION 36 ISIN Code: FR0010224337 37 Common Code: 0226671910 38 Euroclear France to act as Central Yes Depositary: 39 In the case of Bonds listed on the Paris Not Applicable Stock Exchange 40 Any clearing system(s) other than Not Applicable Euroclear, Clearstream, Luxembourg and Euroclear France and the relevant identification number(s): 41 Delivery: Delivery against payment 42 The Agents appointed in respect of the Fiscal and Principal Paying Bonds are: Agent: BNP Paribas Securities Services, Luxembourg Branch GENERAL 43 Additional steps that may only be taken Not Applicable following approval by an Extraordinary Resolution in accordance with Condition 10(a): 44 The aggregate principal amount of Bonds Not Applicable issued has been translated into Euro at the rate of [*], producing a sum of (for Bonds not denominated in Euro): LISTING APPLICATION This Pricing Supplement comprises the final terms required to list the issue of Bonds described herein pursuant to the listing of the Euro 3,500,000,000 Euro Medium Term Note Programme of Schneider Electric S.A. STABILISING In connection with the issue of the Bonds, Natexis Banques Populaires will act as stabilising manager (the "Stabilising Manager"). The Stabilising Manager may over-allot Bonds (provided that the aggregate principal amount of Bonds allotted does not exceed 105 per cent. of the aggregate nominal amount of the Bonds) or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. MATERIAL ADVERSE CHANGE STATEMENT Except as disclosed in this Pricing Supplement, there has been no significant change in the financial or trading position of the Issuer or of the Group since 31 December 2004 and no material adverse change in the financial position or prospects of the Issuer or of the Group since 31 December 2004. RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Offering Circular referred to above, contains all information that is material in the context of the issue of the Bonds. Signed on behalf of the Issuer: By: ---------------------------------- Duly authorized RECENT DEVELPOMENTS Acquisitions On June 8, 2005, the Company announced the acquisition of Invensys Advanced Building System's operations in Europe and the Middle East. Invensys Advanced Building System is a leading provider of building automation solutions and services in the UK and has a strong presence across the rest of Europe and in the Middle East. Invensys Advanced Building System generated revenues of USD 168 million for the fiscal year ended March 31, 2005. On June 30, 2005, Schneider Electric announced it had entered into a definitive agreement to acquire Juno Lighting Inc. in a transaction valued at approximately USD 610 million. Juno is a leader in the US down-lighting market. On July 22, 2005, the Company announced the acquisition of BEI Technologies, a leading specialist in customized sensors. The transaction values BEI Technologies at approximately USD 562 million. The acquisitions of Juno Lighting Inc. and BEI Technologies are subject to certain conditions precedent.