PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect fromsuch date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (" EEA"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments, as amended or superseded ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 on insurance distribution, as amended (the " Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making themavailable to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making themavailable to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect fromsuch date, should not be offered, sold or otherwise made available to any retail investor in the United Kingdom(" UK"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (" EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the " UK PRIIPs Regulation") for offering or selling the Notes or otherwise making themavailable to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published by European Securities and Markets Authority ("ESMA") on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments, as amended (" MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Final Terms dated 16 January 2023
ALD
Issue of Euro 750,000,000 Senior Unsecured4.250 per cent. Notes due 18 January 2027
under the €15,000,000,000 Euro Medium Term Note Programme
of ALD
Legal entity identifier (LEI): 969500E7V019H9NP7427
SERIES N°: 19
TRANCHE N°: 1
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 31 August 2022 which has received approval n°22-366 from the Autorité des marchés financiers ("AMF") on 31 August 2022 and its first supplement dated 5 January 2023 which received approval number no. 23-
006 on 5 January 2023 from the AMF which together constitutes a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129, as amended (the " Prospectus Regulation").
This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all relevant information. The Base Prospectus is available for viewing free of charge on the website of the AMF (www.amf-france.org), on the website of the Issuer (www.aldautomotive.fr) and for inspection at the specified offices of the Paying Agents.
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Issuer: | ALD | |
(i) | Series Number: | 19 |
(ii) | Tranche Number: | 1 |
(iii) | Date on which the Notes become | Not Applicable |
fungible: | ||
Specified Currency or Currencies: | Euros ("EUR") | |
Aggregate Nominal Amount of Notes | EUR 750,000,000 | |
admitted to trading: | ||
(i) | Series: | EUR 750,000,000 |
(ii) | Tranche: | EUR 750,000,000 |
Issue Price: | 99.946 per cent. of the Aggregate Nominal Amount | |
Specified Denomination(s): | EUR 100,000 |
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7 | (i) | Issue Date: | 18 January 2023 |
(ii) | Interest Commencement Date: | Issue Date | |
8 | Maturity Date: | 18 January 2027 | |
9 | Interest Basis/Rate of Interest: | 4.250 per cent. Fixed Rate | |
(further particulars specified below) | |||
10 | Redemption/Payment Basis: | Subject to any purchase and cancellation or early | |
redemption, the Notes will be redeemed on the Maturity | |||
Date at 100,000 per cent. of their nominal amount. | |||
(further particulars specified below) | |||
11 | Change of Interest Basis: | Not Applicable | |
12 | Put/Call Options: | Not Applicable | |
13 | (i) | Status of the Notes: | Unsubordinated |
- Date of corporate authorisation for the issuance of Notes obtained:
Resolutions of the Board of Directors (Conseil d'administration) of the Issuer dated 9 February 2022 and Decision of Gilles Momper as Chief Financial Officer (Directeur Financier) of the Issuer dated 11 January 2023
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 | Fixed Rate Note Provisions | Applicable |
- Rate of Interest:
- Interest Payment Date(s):
- Fixed Coupon Amount:
- Broken Amount:
- Day Count Fraction (Condition 5(a)):
- Determination Date(s) (Condition 5(a)):
- Floating Rate Provisions
- Zero Coupon Note Provisions
PROVISIONS RELATING TO REDEMPTION
- Redemption at the Option of the Issuer
- Make-WholeCall Option (Condition 6(b))
- Clean-UpCall Option
- Put Option
4.250 per cent. per annumpayable in arrear on each Interest Payment Date
18 January in each year commencing on 18 January 2024 up to and including the Maturity Date
EUR 4,250 per Specified Denomination
Not Applicable
Actual/Actual - ICMA
18 January in each year
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
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21 | Residual Maturity Call Option | Not Applicable | |||
22 | Redemption at the Option of the | Not Applicable | |||
Noteholders | |||||
23 | Final Redemption Amount: | At par | |||
24 | Early Redemption Amount | Not Applicable | |||
GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||||
25 | Form of Notes: | Dematerialised Notes | |||
(i) | Form of Dematerialised Notes: | Bearer dematerialised form(au porteur) | |||
(ii) | Registration Agent: | Not Applicable | |||
(iii) | Temporary Global Certificate: | Not Applicable | |||
(iv) | Applicable TEFRA exemption (or | Not Applicable | |||
successor | exemption | as |
contemplated by Notice 2012-20):
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Financial Centre(s):
Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):
Redenomination, renominalisation and reconventioning provisions:
Not Applicable Not Applicable
Not Applicable
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Consolidation provisions: | Not Applicable |
Masse: | No Masse shall apply |
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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer
By: Didier Harnois, Group Treasurer of ALD
Duly authorised
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ALD International SA published this content on 19 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 January 2023 09:20:07 UTC.