Danone : Second Supplement to EMTN base prospectus
09/27/2021 | 02:32am EDT
SECOND SUPPLEMENT DATED 24 SEPTEMBER 2021
TO THE BASE PROSPECTUS DATED 21 APRIL 2021
Euro Medium Term Note Programme
This prospectus supplement (the "Supplement") constitutes a second supplement to and must be read in conjunction with the base prospectus dated 21 April 2021 prepared by Danone (the "Issuer" or "Danone") in relation to its €13,000,000,000 Euro Medium Term Note Programme (the "Programme") which received approval number 21-116 from the Autorité des marchés financiers (the "AMF") on 21 April 2021, as supplemented by a first prospectus supplement dated 21 May 2021 which received approval number 21-171 from the AMF on 21 May 2021 (the "Base Prospectus"). Terms defined in the Base Prospectus have the same meaning when used in this Supplement.
Application has been made for approval of this Supplement to the AMF in its capacity as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the European Council of 14 June 2017 (the "Prospectus Regulation").
This Supplement has been prepared for the purpose of giving information with regard to the Issuer and the Notes to be issued under the Programme additional to the information already contained or incorporated by reference in the Base Prospectus pursuant to article 23 of the Prospectus Regulation.
To the extent there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement, and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the assessment of Notes since the publication of the Base Prospectus.
This Supplement has been produced for the purpose of updating the "Documents Incorporated by Reference", "Recent Developments" and "General Information" sections of the Base Prospectus.
Copies of the Base Prospectus, any document containing information incorporated by reference in the Base Prospectus, this Supplement and the Final Terms related to Notes that are listed and admitted to trading on any Regulated Market in the EEA will be available for viewing on the website of the Issuer (www.danone.com) and may be obtained, during normal business hours at the registered office of the Issuer and the specified offices of the Fiscal Agent and each of the Paying Agents (as defined herein). Copies of the Base Prospectus, this Supplement and the Final Terms related to Notes that are listed and admitted to trading on any Regulated Market in the EEA will also be available on the website of the AMF (https://www.amf-france.org).
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE
PERSON RESPONSIBLE FOR THIS SUPPLEMENT
DOCUMENTS INCORPORATED BY REFERENCE
The section "Documents Incorporated by Reference" appearing on pages 34 to 39 of the Base Prospectus is deleted in its entirety and replaced by the following:
This Base Prospectus should be read and construed in conjunction with the following:
the pages referred to in the table below included in the 2019 Universal Registration Document in the French language1, filed with the AMF on 19 March 2020 under No. 20-0139, which contains the audited consolidated annual financial statements of Danone for the financial year ended 31 December 2019 (the "2019 Universal Registration Document")(https://www.danone.com/en/emtn-prospectus/2019/udr_2019.pdf);
the pages referred to in the table below included in the 2020 Universal Registration Document in
the French language1, filed with the AMF on 18 March 2021 under No. 21-0151, which contains the
which shall be deemed to be incorporated by reference, save that any statement contained in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).
1 For information purposes only, the English language translations of (i) the 2019 Universal Registration Document and (ii) the 2020 Universal Registration Document are available on the website of the Issuer (www.danone.com). For ease of reference, the page numbering of the English language translations of the documents incorporated by reference is identical to the French versions. These English language translations are not incorporated by reference herein.
This Base Prospectus and copies of all documents incorporated by reference in this Base Prospectus shall be published on and may be obtained from the website of the Issuer (www.danone.com).
The non-incorporated parts of the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus and are either not relevant for the investors or covered elsewhere in this Base Prospectus.
Other than in relation to the documents which are incorporated by reference, the information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the AMF.
For the purpose of the Prospectus Regulation, information can be found in the documents incorporated by reference in this Base Prospectus in accordance with the following cross-reference table (in which the numbering refers to the relevant items of Annex 7 of the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing the Prospectus Regulation, as amended (the "Commission Delegated Regulation")).
Commission Delegated Regulation - Annex 7
Names and addresses of the issuer's
auditors for the period covered by the
historical financial information
Pages 6 and 7
(together with their membership in a
If auditors have resigned, been
removed or not been re-appointed
during the period covered by the
historical financial information,
details if material.
A description of the material risks that
are specific to the issuer and that may
affect the issuer's ability to fulfil its
obligations under the securities, in a
limited number of categories, in a
section headed 'Risk Factors'.
In each category the most material
risks, in the assessment of the issuer,
Pages 20 to 32
offeror or person asking for admission
to trading on a regulated market,
taking into account the negative
impact on the issuer and the
probability of their occurrence, shall
be set out first. The risk factors shall
be corroborated by the content of the
INFORMATION ABOUT THE
History and development of the
the legal and commercial name of the
Commission Delegated Regulation - Annex 7
the place of registration of the issuer
and its registration number and legal
entity identifier ('LEI');
the date of incorporation and the
length of life of the Issuer, except
where indefinite; and
the domicile and legal form of the
issuer, the legislation under which the
issuer operates, its country of
incorporation, the address, telephone
number of its registered office (or
principal place of business if different
from its registered office) and website
of the issuer, if any, with a disclaimer
that the information on the website
does not form part of the prospectus
unless that information is incorporated
by reference into the prospectus.
Any recent events particular to the
issuer and which are to a material
Pages 4-5, 10, 20
extent relevant to an evaluation of the
A brief description of the issuer's
Pages 12 to 20, 40
principal activities stating the main
categories of products sold and/or
services performed; and
The basis for any statements in the
Page 7 (16th and 17th
registration document made by the
references of the
issuer regarding its competitive
table of paragraph
1.2), 12 and 18
If the issuer is part of a group, a brief
description of the group and the
issuer's position within the group. This
may be in the form of, or accompanied
Pages 20 and 41
by, a diagram of the organisational
structure if this helps to clarify the
If the issuer is dependent upon other
entities within the group, this must be
clearly stated together with an
explanation of this dependence.
This is an excerpt of the original content. To continue reading it, access the original document here.
Groupe Danone SA published this content on 27 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 September 2021 06:31:00 UTC.