L'ORÉAL DocuSign Envelope ID: 398FE1A1-A38C-4E70-8320-14DF001F1DD4
FINAL TERMS
EEA PRIIPS / 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 (the "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 (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, 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 retail investors in the EEA may be unlawful under the EU PRIIPs Regulation.
UK PRIIPS / 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 (the "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 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 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 amended, 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.
EU MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS 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 published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes are eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (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" as defined in EU MiFID II) 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.
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DocuSign Envelope ID: 398FE1A1-A38C-4E70-8320-14DF001F1DD4
Final Terms dated 17 May 2023
L'Oréal
Legal Entity Identifier (LEI) of the Issuer: 529900JI1GG6F7RKVI53
Issue of €1,000,000,000 3.125 per cent. Notes due 19 May 2025
under the 5,000,000,000
Euro Medium Term Note Programme
Series No.: 1
Tranche No.: 1
Issue Price: 99.796 per cent.
BNP Paribas
Citigroup
HSBC
J.P. Morgan
Santander Corporate & Investment Banking
Crédit Agricole CIB
Natixis
Société Générale Corporate & Investment Banking
Bank of China
Scotiabank
UniCredit
as Managers
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DocuSign Envelope ID: 398FE1A1-A38C-4E70-8320-14DF001F1DD4
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the Base Prospectus dated 9 May 2023 which received approval no. 23-147 from the Autorité des marchés financiers ("AMF") in France on 9 May 2023 which constitutes 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 "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.
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. 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.loreal-finance.com).
1. | (i) | Series Number: | 1 |
(ii) | Tranche Number: | 1 | |
(iii) Date on which the Notes | Not Applicable | ||
become fungible: | |||
2. | Specified Currency: | Euro (€) |
3. Aggregate Nominal Amount of Notes admitted to trading:
(i) | Series: | €1,000,000,000 | |
(ii) | Tranche: | €1,000,000,000 | |
4. | Issue Price: | 99.796 per cent. of the Aggregate Nominal Amount | |
5. | Specified Denomination: | €100,000 | |
6. | (i) | Issue Date: | 19 May 2023 |
(ii) Interest Commencement Date: | Issue Date | ||
7. | Maturity Date: | 19 May 2025 | |
8. | Interest Basis: | 3.125 per cent. per annum Fixed Rate | |
(further particulars specified below) | |||
9. | Change of Interest Basis: | Not Applicable | |
10. | Put/Call Options: | Residual Maturity Call Option | |
Clean-Up Call Option
Optional Make-Whole Redemption by the Issuer
Acquisition Event Call Option
(further particulars specified below)
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DocuSign Envelope ID: 398FE1A1-A38C-4E70-8320-14DF001F1DD4
11. Date of the corporate authorisations for issuance of the Notes:
Decision of the board of directors of the Issuer dated 21 April 2023 and decision of Christophe Babule, Directeur Général Administration et Finances of the Issuer, dated 15 May 2023
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12. | Fixed Rate Note Provisions | Applicable | |
(Condition 5(a)) | |||
(i) | Rate of Interest: | 3.125 per cent. per annum payable in arrear on each | |
Interest Payment Date | |||
(ii) | Interest Payment Dates: | 19 May in each year commencing on 19 May 2024 and | |
ending on the Maturity Date | |||
(iii) | Fixed Coupon Amount: | €3,125 per Specified Denomination | |
(iv) | Broken Amount: | Not Applicable | |
(v) | Day Count Fraction | Actual/Actual-ICMA | |
(Condition 1(a))): | |||
(vi) | Determination Dates | 19 May in each year | |
(Condition 1(a)): | |||
13. | Floating Rate Note Provisions | Not Applicable | |
(Condition 5(b)) | |||
14. | Zero Coupon Note Provisions | Not Applicable | |
(Conditions 5(d) and 6(b)) | |||
PROVISIONS RELATING TO REDEMPTION | |||
15. | Call Option (Condition 6(d)) | Not Applicable | |
16. | Residual Maturity Call Option | Applicable | |
(Condition 6(e)) | |||
(i) | Initial Residual Maturity Call | 19 April 2025 | |
Option Date: | |||
(ii) Notice period: | As per Conditions | ||
17. | Clean-Up Call Option (Condition | Applicable | |
6(f)) | |||
(i) | Minimum Percentage: | 75 per cent. | |
(ii) | Notice period: | As per Conditions | |
18. | Optional Make-Whole | Applicable | |
Redemption by the Issuer | |||
(Condition 6(g)) |
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DocuSign Envelope ID: 398FE1A1-A38C-4E70-8320-14DF001F1DD4
(i) | Early Redemption Margin: | 0.10 per cent. |
(ii) | Reference Benchmark | OAT (obligation assimilable du Trésor) bearing interest |
Security: | at a rate of 0.500 per cent. per annum due 25 May 2025, | |
with ISIN FR0012517027 | ||
(iii) | Reference Dealers: | As per Conditions |
(iv) | Make-whole Calculation | Aether Financial Services |
Agent: | ||
19. Acquisition Event Call Option | Applicable | |
(Condition 6(h)) |
- Acquisition Target:Aēsop, as described in the "Recent Developments" section of the Base Prospectus
(ii) | Acquisition Completion Date: | 17 April 2024 |
(iii) | Acquisition Call Redemption | €100,500 per Specified Denomination |
Amount: | ||
(iv) | Acquisition Notice Period: | The period from the Issue Date to |
the Acquisition Completion Date | ||
20. Put Option (Condition 6(i)) | Not Applicable |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
- Form of Notes:
- Form of Dematerialised Notes:
- Registration Agent:
- Temporary Global Certificate:
22. Financial Centres (Condition 7(h)):
- Talons for future Coupons to be attached to Definitive Materialised Notes (and dates on which such Talons mature) (Condition 7(f)):
Dematerialised Notes
Bearer dematerialised form (au porteur)
Not Applicable
Not Applicable
Not Applicable
Not Applicable
24. Details relating to Instalment Notes Not Applicable (Condition 6(a)):
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Disclaimer
L'Oréal SA published this content on 18 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 May 2023 08:38:08 UTC.
