Press release
Not to be published, released or distributed, directly or indirectly,
in the United States of America, Australia, Canada or Japan
Schneider Electric SA launches a €1 billion share capital increase with preferential subscription rights
A parity of 1 new share for 17 existing shares and a subscription price of €73 per new share
This share capital increase preserves the interests of Schneider Electric SA
shareholders and associates them in priority with a new decisive step in
the company’s development
Rueil-Malmaison, March 8, 2007 - The acquisition of American Power Conversion (APC) by
Schneider Electric, announced on October 30, 2006 and completed on February 14, 2007, creates a
global leader in the very attractive critical power and cooling services market.
At the time of the announcement, Schneider Electric indicated that the acquisition would be partly
financed through a rights issue of approximately €1.2 billion. Given the high free cash flow generated
in 2006, it was decided to limit this amount to €1 billion.
Each shareholder will receive one preferential subscription right (a “Right”) for every share held as of
the closing of the stock market trading session on March 9, 2007. 17 Rights will entitle their holder to
subscribe for 1 new share on an irreducible basis, at a subscription price of €73 per new share.
The new shares possibly unsubscribed through the exercise of Rights on an irreducible basis will be
allotted to subscribers on a reducible basis. Reducible subscriptions will be made at the same
subscription price of €73 per new share, but without the need for Rights to be exercised. Contrary to
subscribers on an irreducible basis, subscribers on a reducible basis have no assurance of a full
allotment. They will be allotted new shares, subject to the maximum size of their demand, pro rata to
the number of Rights exercised and the number of shares requested on a reducible basis.
Effective January 1, 2007, the new shares will confer entitlement to any dividend paid in respect of the
fiscal year 2007 and thereafter, but not to the dividend paid on May 2, 2007 in respect of the fiscal
year 2006.
The new shares will be listed on the Eurolist market of Euronext Paris on a separate quotation line
(ISIN FR0010418046) until payment of the dividend in respect of Schneider Electric’s 2006 fiscal year,
Not to be published, released or distributed, directly or indirectly,
in the United States of America, Australia, Canada or Japan
which is expected on May 2, 2007. After such date, the new shares will be fungible with existing
shares already negotiated on the Eurolist market of Euronext Paris.
The offer will be open to the public in France only.
The subscription period will last from March 12, 2007 to March 23, 2007 inclusive. During such period,
the Rights will be listed and negotiable on the Eurolist market of Euronext Paris under the ISIN code
FR0010447045.
The settlement and listing of the 13,410,604 new shares are expected to take place on April 5, 2007.
The rights issue is underwritten by a syndicate of banks lead-managed by BNP Paribas as Global
Coordinator, Joint Lead Manager and Joint Bookrunner and by Merrill Lynch International and Société
Générale as Joint Lead Managers and Joint Bookrunners, and ABN AMRO Rothschild, CALYON and
Deutsche Bank as Co-Lead Managers.
Public information
Société Générale, 32 rue du Champ de Tir, BP 81236 - 44312 Nantes Cedex 3, is responsible for the
financial service in respect of the shares.
A toll-free number is available to the public in France: 0 800 2055 14, from Monday to Friday, from
9:00 am to 6:00 pm Paris time. Advisers will respond to all queries relating to the terms and conditions
of the share capital increase. Full information regarding the subscription’s terms and conditions are
also available on the Internet: www.schneider-electric.com.
About Schneider Electric
Schneider Electric is the world's power and control specialist. Through its world-class brands, Merlin Gerin,
Square D and Telemecanique, Schneider Electric anticipates and satisfies its customers' requirements in the
residential, building, industry and energy and infrastructure markets. With 105,000 employees and operations in
190 countries, Schneider Electric generated sales of €13.7 billion in 2006 through 13,000 distributor outlets.
www.schneider-electric.com
Schneider Electric: Giving the best of the New Electric World to everyone, everywhere, at any time.
A prospectus approved by the French Securities Regulator (the “Autorité des marchés financiers”, or “AMF”)
under visa n°07-078 on March 7, 2007 is available f ree of charge at the head office of Schneider Electric S.A., 43-
45 boulevard Franklin-Roosevelt 92500 Rueil-Malmaison, through financial intermediaries, as well as on the
Internet websites of Schneider Electric (www.schneider-electric.com) and the AMF (www.amf-france.org).
The prospectus consists of:
the document de référence of Schneider Electric S.A. filed with the AMF on March 27, 2006 under n° D.06
0158 (the “Registration Document”);
the consolidated financial statements for fiscal year 2004 and the report of the statutory auditors on such
financial statements as included in the document de référence filed with the AMF on March 31, 2005 under
n° D.05-0309;
the offering memorandum containing the update of the Registration Document and the summary of the
prospectus.
Schneider Electric S.A. draws the investors’ attention to the risk factors sections in the prospectus approved by
the AMF.
A legal notice will be published in the Bulletin des Annonces Légales Obligatoires on March 9, 2007.
This press release must not be published, released or distributed, directly or indirectly, in the United
States of America (including its territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada or Japan
This press release and the information it contains do not constitute an offer to sell or subscribe or a
solicitation of an order to buy or subscribe for securities in any country except France, in particular in
the United States.
The distribution of this press release may be restricted by law or regulations in certain jurisdictions.
Persons in such jurisdictions into whose possession press comes are required to inform themselves
about and to observe such laws.
The securities mentioned in this press release have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or
sold in the United States absent registration or an applicable exemption from the registration
requirement under the Securities Act.
Financial Communication:
Schneider Electric
Alexandre Brunet |
Press Contact:
Schneider Electric
Véronique Moine |
Press Contact:
DGM
Michel Calzaroni
Olivier Labesse |
Phone: +33 (0)1 41 29 70 71
Fax: +33 (0)1 41 29 71 42 |
Phone: +33 (0)1 41 29 70 76
Fax: +33 (0)1 41 29 71 95 |
Phone: +33 (0)1 40 70 11 89
Fax: +33 (0)1 40 70 90 46 |
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