Exhibit (b)(3)
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Pricing Supplement dated 9 August 2005
SCHNEIDER ELECTRIC S.A.
Issue of Euro 900,000,000 3.125 per cent. Bonds due 2010
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: 3
(ii) Tranche Number: 1
3 Specified Currency or Currencies: Euro
4 Aggregate Nominal Amount:
(i) Series: Euro 900,000,000
(ii) Tranche: Euro 900,000,000
5 (i) Issue Price: 99.831 per cent. of the
Aggregate Nominal Amount
(ii) Net proceeds: Euro 898,479,000
6 Specified Denominations: Euro 1,000
7 (i) Issue Date: 11 August 2005
(ii) Interest Commencement Date: Issue Date
8 Maturity Date: 11 August 2010
9 Interest Basis: 3.125 per cent. 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: 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: 3.125 per cent. per annum
payable annually in arrear
(ii) Interest Payment Date(s): 11 August in each year
commencing on 11 August 2006
(iii) Fixed Coupon Amount(s): Euro 31.25 per Euro 1,000 in
nominal amount
(iv) Broken Amount: Not Applicable
(v) Day Count Fraction (Condition 4(1)):Actual/Actual-ISMA
(vi) Determination Date(s) 4(j)): (Condition 11 August in each
year.
(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 exemption: D Rules
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 Instalment Bonds: Not Applicable
(i) Instalment 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: 0.15 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
"FSI'v1A")) 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
2003171 /EC and includes any
relevant implementing measure
in each Relevant Member State.
OPERATIONAL INFORMATION
36 ISIN Code: FR0010224329
37 Common Code: 022671901
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 the Issuer:
By:
-----------------------------------
Duly authorised
RECENT DEVELOPMENTS
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