EU MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines on EU MiFID II product governance requirements published by ESMA dated 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, "EU 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 manufacturers' target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR 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 categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), has led to the conclusion that:

  1. the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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.

PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, 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 more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive EU MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and 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 more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 Regulation (EU) No 1286/2014 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 them available 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.

Final Terms dated 5 May 2023

Carrefour

Legal Entity Identifier (LEI): 549300B8P6MUJ1YWTS08

Issue of Euro 500,000,000 3.750 per cent. Sustainability-Linked Notes due 10 October 2030

under the €12,000,000,000

Euro Medium Term Note Programme

1

Series No.: 63

Tranche No.: 1

Issue Price: 99.654 per cent.

Goldman Sachs Bank Europe SE

HSBC

Natixis

Société Générale Corporate & Investment Banking

2

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions set forth in the Base Prospectus dated 25 May 2022 which received approval no. 22-182 from the Autorité des marchés financiers ("AMF") in France on 25 May 2022, the first supplement to the Base Prospectus dated 27 September 2022 which received approval no. 22-400 from the AMF on 27 September 2022, the second supplement to the Base Prospectus dated 14 November 2022 which received approval no. 22-444 from the AMF on 14 November 2022, the third supplement to the Base Prospectus dated 22 March 2023 which received approval no. 23-080 from the AMF on 22 March 2023, the fourth supplement to the Base Prospectus dated 17 April 2023 which received approval no. 23-119 from the AMF on 17 April 2023 and the fifth supplement to the Base Prospectus dated 27 April 2023 which received approval no. 23-133 from the AMF on 27 April 2023 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as may be amended from time to time, the "EU Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus, the supplements to the Base Prospectus and the Final Terms are available for viewing on the websites of (a) the AMF (www.amf- france.org) and (b) the Issuer (www.carrefour.com).

1.

(i)

Series Number:

63

(ii)

Tranche Number:

1

(iii)

Date on which the Notes become

Not Applicable

fungible:

2.

Specified Currency:

Euro ("€")

3. Aggregate Nominal Amount of Notes admitted to trading:

(i)

Series:

€500,000,000

(ii)

Tranche:

€500,000,000

4.

Issue Price:

99.654 per cent. of the Aggregate Nominal

Amount.

5.

Specified Denomination(s):

€100,000

6.

(i)

Issue Date:

10 May 2023

(ii)

Interest Commencement Date:

10 May 2023

7.

Maturity Date:

10 October 2030

8.

Interest Basis:

3.750

per

cent.

Fixed

Rate

as may be adjusted from time to time in accordance

with Condition 5(d) and paragraph 15 below

(further particulars specified below)

9.

Change of Interest Basis:

Not Applicable

10.

Put/Call Options:

Redemption of Residual Outstanding Notes at the

Option of the Issuer

3

Residual Maturity Redemption at the Option of the

Issuer

Make-Whole Redemption by the Issuer

Change of Control Put Option

(further particulars specified below)

11.

(i)

Status of the Notes:

Unsubordinated Notes

(ii) Date of the corporate authorisations for issuance of the Notes:

Resolution of the Board of Directors (Conseil d'administration) of the Issuer dated 14 February 2023 and decision of Matthieu Malige, Directeur Exécutif Finances et Gestion of the Issuer dated 2 May 2023

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

12. Fixed Rate Note Provisions (Condition 5(a))

  1. Rate of Interest:

Applicable

3.750 per cent. per annum payable in arrear on each Interest Payment Date, subject as set out in Condition 5(d) and paragraph 15 below.

(ii)

Interest Payment Dates:

10 October in each year, commencing on 10

October 2023 and ending on the Maturity Date

There will be a short first coupon in respect of the

first Interest Period, from and including the Interest

Commencement Date up to, but excluding, 10

October 2023 (the "First Short Coupon")

(iii)

Fixed Coupon Amount:

€3,750 per Specified Denomination, except for the

First Short Coupon and subject to adjustment as a

result of the application of Condition 5(d) and

paragraph 15 below.

(iv)

Broken Amount:

€1,571.92 per Specified Denomination for the First

Short Coupon.

(v)

Day Count Fraction (Condition 5(j)):

Actual/Actual-ICMA

(vi)

Determination Dates (Condition 5(j)):

10 October in each year

13.

Floating Rate Note Provisions (Condition

Not Applicable

5(b))

14.

Zero

Coupon

Note

Provisions

Not Applicable

(Conditions 5(e) and 6(b))

15.

Sustainability Interest Step Up Option

Applicable

(i)

Key Performance Indicator(s):

GHG KPI

(ii)

Sustainability Performance Target(s):

Reduction of Scope 1 and 2 GHG emissions by

39.5% by 31 December 2027 (using 2019 as the

base year) in respect of the GHG KPI

4

Reduction of Scope 3 GHG emissions from goods

and services purchased by 5 megatonnes by 31

December 2027 (using 2019 as the base year) in

respect of the GHG KPI

(iii)

External Verifier:

Mazars or such other independent qualified

assurance provider with relevant expertise,

appointed by the Issuer.

(iv)

Baseline Date(s):

2019

(v)

Target Observation Date:

31 December 2027

(vi)

Step Up:

0.25 per cent. per annum (i.e. €250 per Specified

Denomination) payable on each Interest Step Up

Payment Date specified below.

(vii)

Interest Step Up Payment Date(s):

Interest Payment Dates falling on 10 October 2028,

10 October 2029 and the Maturity Date

PROVISIONS RELATING TO REDEMPTION

16.

Call Option (Condition 6(d))

Not Applicable

17. Redemption of Residual Outstanding Applicable

Notes at the Option of the Issuer (Condition 6(e))

(i)

Minimum Percentage:

75.00 per cent.

(ii)

Notice period:

As per Conditions

18.

Residual

Maturity

Call

Option Applicable

(Condition 6(f))

  1. Residual Maturity Redemption Dates:
  2. Notice period:

19. Make-Whole Redemption by the Issuer (Condition 6(g))

  1. Reference Security:

at any time, no earlier than 3 months before the Maturity Date

As per Conditions

Applicable

0,00 per cent. Federal Government Bund of Bundesrepublik Deutschland DBR due 15 August 2030 with ISIN: DE0001102507

(ii)

Reference Dealers:

As per Conditions

(iii)

Redemption Margin:

0.25 per cent.

(iv)

Make-Whole Calculation Agent:

As specified in the Make-Whole Call Notice

20.

Put Option (Condition 6(h))

Not Applicable

21

Change of Control Put

Option Applicable

(Condition 6(i))

5

Pour lire la suite de ce noodl, vous pouvez consulter la version originale ici.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Carrefour SA published this content on 09 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 May 2023 12:27:10 UTC.