MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturers' 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, 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, 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 manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA 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 MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). 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 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 PRIIPs Regulation.
PROHIBITION OF SALES TO UK 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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (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 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 UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK 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.
PROHIBITION OF SALES TO CONSUMERS IN BELGIUM - Notes issued under the Programme are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, "consumers" (consument/consommateur) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended.
Final Terms dated 5 September 2022
Danone
Euro 13,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
Due from one month from the date of original issue
SERIES NO: 124
TRANCHE NO: 1
Euro 600,000,000 3.071 per cent. Notes due September 2032
issued by Danone (the "Issuer")
Joint Lead Managers
BARCLAYS
BNP PARIBAS
CITIGROUP
J.P. MORGAN
NATWEST MARKETS
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 18 May 2022 which has received approval no. 22-159 from the Autorité des marchés financiers (the "AMF") on 18 May 2022 and the supplement no. 1 to it dated 29 July 2022 which has received approval no. 22-327 from the AMF on 29 July 2022, which together constitute 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 the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus is available for viewing on the website of the AMF (www.amf-france.org) and of Danone (www.danone.com) and printed copies may be obtained from Danone at 17, boulevard Haussmann, 75009 Paris, France.
1 Issuer:
2
- Series Number:
- Tranche Number:
- Date on which the Notes become fungible:
- Specified Currency:
- Aggregate Nominal Amount:
- Series:
- Tranche:
- Issue Price:
- Specified Denomination:
7
- Issue Date:
- Interest Commencement Date:
- Maturity Date:
- Interest Basis:
- Redemption Basis:
- Change of Interest Basis:
- Put/Call Options:
Danone
124
1
Not Applicable
Euro ("EUR")
EUR 600,000,000
EUR 600,000,000
100 per cent. of the Aggregate Nominal Amount
EUR 100,000
7 September 2022
7 September 2022
7 September 2032
3.071 per cent. per annum Fixed Rate (further particulars specified below)
Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
Not Applicable
Make-Whole Redemption by the Issuer
Residual Maturity Call Option
Clean-Up Call Option
Change of Control Put Option
(further particulars specified below)
A48989752
2
13 | |||
(i) | Status of the Notes: | Unsubordinated | |
(ii) | Date of Board approval for | ||
issuance of Notes obtained: | Decision of the Conseil d'administration of Danone | ||
dated 22 February 2022 and decision of Mrs. Florence | |||
Saliba dated 31 August 2022 | |||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
14 | Fixed Rate Note Provisions: | Applicable | |
(i) | Rate of Interest: | 3.071 per cent. per annum payable annually in arrear on | |
each Interest Payment Date |
- Interest Payment Dates:
- Fixed Coupon Amount:
7 September in each year commencing on 7 September 2023 and ending on the Maturity Date.
EUR 3,071 per Note of EUR 100,000 Specified Denomination
(iv) | Broken Amount: | Not Applicable | |
(v) | Day Count Fraction: | Actual/Actual (ICMA) | |
(vi) | Determination Dates: | 7 September in each year | |
15 | Floating Rate Note Provisions: | Not Applicable | |
16 | Zero Coupon Note Provisions: | Not Applicable |
17 Inflation Linked Notes - Provisions
relating to CPI or HICP Linked | |||
Interest: | Not Applicable | ||
PROVISIONS RELATING TO REDEMPTION | |||
18 | Call Option: | Not Applicable | |
19 | Make-Whole Redemption by the | ||
Issuer: | Applicable | ||
(i) | Notice period: | As per the Conditions | |
(ii) | Reference Security: | 1.7 per cent. Federal Government Bond of the | |
Bundesrepublik Deutschland due 15 August 2032 with | |||
ISIN DE0001102606 | |||
(iii) | Similar Security: | Reference bond or reference bonds issued by the | |
German Federal Government having an actual or | |||
interpolated maturity comparable with the remaining | |||
term of the Notes that would be utilised, at the time of | |||
selection and in accordance with customary financial | |||
practice, in pricing new issues of corporate debt | |||
securities of comparable maturity to the remaining term | |||
of the Notes. | |||
(iv) | Redemption Margin: | +0.25 per cent. per annum |
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3
- Make-WholeCalculation Agent:
- Reference Dealers:
- Residual Maturity Call Option:
- Call Option Date:
- Notice period:
- Put Option:
- Clean-UpCall Option:
- Clean-UpPercentage:
- Clean-UpRedemption Amount:
- Change of Control Put Option:
-
Final Redemption Amount of each Note:
Inflation Linked Notes - Provisions relating to the Final Redemption Amount: - Early Redemption Amount:
Aether Financial Services
As per Condition 6(c)
Applicable
7 June 2032
As per the Conditions
Not Applicable
Applicable
75 per cent.
EUR 100,000 per Note of EUR 100,000 Specified Denomination
Applicable
EUR 100,000 per Note of EUR 100,000 Specified Denomination
Not Applicable
- Early Redemption Amount of each Note payable on redemption for taxation reasons (Condition 6(j)), for illegality (Condition 6(n)) or on event of default (Condition 9):
- Redemption for taxation reasons permitted on days others than Interest Payment Dates:
- Unmatured Coupons to become void upon early redemption (Materialised Bearer Notes only):
EUR 100,000 per Note of EUR 100,000 Specified Denomination
Yes
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26 Form of Notes:
- Form of Dematerialised Notes:
- Registration Agent:
- Temporary Global Certificate:
- Applicable TEFRA exemption:
Dematerialised Notes Bearer form (au porteur) Not Applicable
Not Applicable
Not Applicable
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4
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Danone SA published this content on 06 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 September 2022 09:09:07 UTC.