Execution Version
Final Terms dated 28 October 2022
Pernod Ricard
Issue of €500,000,000 3.750 per cent. Sustainability-Linked Notes due 2 November 2032
under the Euro 7,000,000,000
Euro Medium Term Note Programme
Legal Entity Identifier of the Issuer (LEI): 52990097YFPX9J0H5D87
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 is 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") 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. The Issuer is not a manufacturer for the purposes of the EU MIFID Product Governance Rules.
UK MIFIR 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 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislative materials"), has led to the conclusion that: (i) 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 manufacturers' 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 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 Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU, 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 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 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.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION - Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the
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Notes are "capital markets products other than prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).
PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the heading "Terms and Conditions of the French Law Notes" in the Base Prospectus dated 24 October 2022 which constitutes a base prospectus for the purposes of the EU Prospectus Regulation (as defined in the Base Prospectus dated 24 October 2022) (the "Base Prospectus"). 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 in order to obtain all the relevant information. The Base Prospectus and the Final Terms are available for viewing at the registered office of Pernod Ricard at 5, cours Paul Ricard 75008 Paris France during normal business hours and on the website of Pernod Ricard (www.pernod- ricard.com) and copies may be obtained from the registered office of Pernod Ricard at 5, cours Paul Ricard 75008 Paris France and will be available on the Autorité des marchés financiers (the "AMF") website (www.amf-france.org).
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1. | ||
(i) | Issuer: | Pernod Ricard |
(ii) | Guarantor: | Not Applicable |
(iii) | Applicable Terms and Conditions | French Law Conditions |
(iv) | Series Number: | 3 |
(v) | Tranche Number: | 1 |
(vi) | Date on which Notes become fungible: | Not Applicable |
2. | Specified Currency or Currencies: | Euro |
3. | Aggregate Nominal Amount of Notes: | €500,000,000 |
(i) | Series: | €500,000,000 |
(ii) | Tranche: | €500,000,000 |
4. | Issue Price: | 98.527 per cent. of the Aggregate Nominal Amount |
5. | Specified Denomination(s): | €100,000 |
6. | ||
(i) | Issue Date: | 2 November 2022 |
(ii) | Interest Commencement Date: | Issue Date |
7. | Maturity Date: | 2 November 2032 |
8. | Interest Basis: | 3.750 per cent. Fixed Rate |
9. | Change of Interest Basis: | Not Applicable |
10. | Put/Call Options: | Put Option (Condition 7(h)(ii) (change of control)) |
Make-whole Redemption | ||
Clean-up call option | ||
Pre-Maturity Call Option | ||
(further particulars specified below) | ||
11. | ||
(i) | Status of the Notes: | Senior unsecured |
(ii) | Status of the Guarantee | Not applicable |
(iii) | Date of Board approval for issuance of | 31 August 2022 |
Notes obtained: | ||
12. | Method of Distribution: | Syndicated |
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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. Fixed Rate Note Provisions (French Applicable Law Condition) 5(a) (Interest on Fixed
Rate Notes))
(i) | Rate of Interest: | 3.750 per cent. per annum payable annually in arrear | |
(ii) | Interest Payment Date(s): | 2 November in each year | |
(iii) | Fixed Coupon Amount: | €3,750 per Specified Denomination in Nominal Amount | |
(iv) | Broken Amount(s): | Not Applicable | |
(v) | Fixed Day Count Fraction: | Actual-Actual (ICMA) | |
(vi) | Fixed Interest Dates: | 2 November in each year | |
(vii) | Party responsible for calculation of | Not Applicable | |
Interest Amounts (if not the Fiscal | |||
Agent): | |||
14. | Floating Rate Note Provisions (French | Not Applicable | |
Law Condition 5(b) (Interest on | |||
Floating Rate Notes)) | |||
15. | Sustainability Interest Step-Up Option: | Applicable | |
(i) | Key Performance Indicators: | GHG Emissions KPI and Water Consumption KPI | |
(ii) | Sustainability Performance Targets: | Reduction by 26% on the First Target Observation Date compared to | |
the Baseline Date in respect of the GHG Emissions KPI | |||
Reduction by 54% on the Second Target Observation Date compared | |||
to the Baseline Date in respect of the GHG Emissions KPI | |||
Reduction by 12.5% on the First Target Observation Date compared | |||
to the Baseline Date in respect of the Water Consumption KPI | |||
Reduction by 20.9% on the Second Target Observation Date | |||
compared to the Baseline Date in respect of the Water Consumption | |||
KPI | |||
(iii) | External Verifier: | KPMG S.A. | |
(iv) | Baseline Date: | 30 June 2018 in respect of each of the GHG Emissions KPI and the | |
Water Consumption KPI | |||
(v) | Target Observation Dates: | 30 June 2025 or, as the case may be, such other date falling within the | |
2025 calendar year which will be the closing date of the Issuer's fiscal | |||
year (or, if there is more than one closing date, the first such closing | |||
date to occur) (the "First Target Observation Date") | |||
30 June 2030 or, as the case may be, such other date falling within the | |||
2030 calendar year which will be the closing date of the Issuer's fiscal | |||
year (or, if there is more than one closing date, the first such closing | |||
date to occur) (the "Second Target Observation Date") | |||
(vi) | Step-Up: | (i) if a Sustainability Trigger Event occurs as at the First Target | |
Observation Date, 0.125 per cent. per annum in respect of the Interest | |||
Periods ending on each Interest Step-Up Payment Date; or | |||
(ii) if no Sustainability Trigger Event occurs as at the First Target | |||
Observation Date but a Sustainability Trigger Event occurs as at the | |||
Second Target Observation Date, 0.25 per cent. per annum in respect | |||
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- Interest Step-Up Payment Date(s):
16. Zero Coupon Note Provisions
PROVISIONS RELATING TO REDEMPTION
17. Call Option (French Law Condition 7(c) (Redemption at the Option of the Issuer (Call Option))
of the Interest Periods ending on the Interest Step-Up Payment Dates falling only on 2 November 2031 and on the Maturity Date.
For the avoidance of doubt, the Step-Up referred to in (i) or (ii) above will be applied unless the Issuer gives notice of its intention to redeem the Notes
Interest Payment Dates falling on 2 November 2026, 2 November 2027, 2 November 2028, 2 November 2029, 2 November 2030, 2 November 2031 and on the Maturity Date
Not Applicable
Not Applicable
18. Put Option (French Law Condition 7(h) Applicable with respect to Condition 7(h)(ii) (change of control) (Redemption of the Notes at the Option
of the Holders))
(i) | Optional Redemption Date(s) (Put): | As per Condition 7(h)(ii) |
- Optional Redemption Amount(s) (Put) €100,000 per Note of €100,000 Specified Denomination of each Note and method, if any, of
calculation of such amount(s):
(iii) | Notice period: | As per Condition 7(h)(ii) | ||
19. | Make-whole Redemption (French Law | Applicable | ||
Condition | 7(f) | (Make-whole | ||
Redemption by the Issuer)) | ||||
(i) | Parties to be notified by Issuer of Make- | Not Applicable | ||
whole Redemption Date and Make- | ||||
whole Redemption Amount (if other | ||||
than set out in French Law Condition | ||||
7(f) (Make-whole Redemption by the | ||||
Issuer)): | ||||
(ii) | Make-whole Redemption Margin: | 0.30% |
- Discounting basis for purposes of Annual calculating sum of the present values of
the remaining scheduled payments of principal and interest on Redeemed Notes in the determination of the Make- whole Redemption Amount:
(iv) | Reference Security: | DBR 1.700% 08-2032 (DE0001102606) |
(v) | Reference Dealers: | Not Applicable |
(vi) | Make-Whole Calculation Agent: | Conv-Ex Advisors Limited |
20. | Pre-Maturity Call Option (French Law | Applicable |
Condition 7(d) (Pre-Maturity Call | ||
Option)) |
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Pernod Ricard SA published this content on 29 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 October 2022 10:18:04 UTC.