Obligation NESTLE FINANCIAL INTERNATIONAL LTD 1.75% ( XS0826531120 ) en EUR

NESTLE FINANCIAL INTERNATIONAL LTD

100 % ▼

Suisse

XS0826531120 ( en EUR )

1.75% par an ( paiement annuel )

11/09/2022 - Obligation échue

Prospectus brochure de l'obligation Nestlé Finance International Ltd XS0826531120 en EUR 1.75%, échue

1 000 EUR

850 000 000 EUR

Nestlé Finance International Ltd. est une filiale de Nestlé S.A. gérant les activités financières internationales du groupe, incluant notamment la trésorerie, le financement et les investissements.

L'Obligation émise par NESTLE FINANCIAL INTERNATIONAL LTD ( Suisse ) , en EUR, avec le code ISIN XS0826531120, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/09/2022

CONFORMED COPY
Final Terms
Dated 7 September 2012
NESTLÉ FINANCE INTERNATIONAL LTD.
Issue of EUR 850,000,000 1.750 per cent. Notes due 12 September 2022
Guaranteed by Nestlé S.A.
under the Debt Issuance Programme
PART A ± CONTRACTUAL TERMS
The Prospectus dated 10 May 2012 as supplemented from time to time referred to below (as
completed by these Final Terms) has been prepared on the basis that, except as provided in
sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic
Area which has implemented the Prospectus Directive (2003/71/EC) as amended (which
includes the amendments made by Directive 2010/73/EU to the extent that such amendments
have been implemented in a Member State) (each, a ³Relevant Member State ´) will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of the Notes.
Accordingly, any person making or intending to make an offer of the Notes may only do so
in:
(i)
circumstances in which no obligation arises for the Issuer or any Dealer or
Bookrunner to publish a prospectus pursuant to Article 3 of the Prospectus Directive
or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in
each case in relation to such offer; or
(ii)
those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below,
provided such person is one of the persons mentioned in Paragraph 10 of Part B
below and that such offer is made during the Offer Period specified for such purposes
therein.
Neither the Issuer nor any Dealer or Bookrunner has authorised, nor do they authorise, the
making of any offer of Notes in any other circumstances.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions set forth in the Prospectus dated 10 May 2012 as supplemented by the
Supplementary Prospectuses dated 10 August 2012 and 24 August 2012 which together
constitute a base prospectus for the purposes of the Prospectus Directive (Directive
2003/71/EC) (the ³Prospectus Directive ´). This document constitutes the Final Terms of the
Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must
be read in conjunction with the Prospectus as so supplemented including documents
incorporated by reference. Full information on the Issuer, the Guarantor and the offer of the
Notes is only available on the basis of the combination of these Final Terms and the
Prospectus as so supplemented. The Prospectus and the Supplementary Prospectuses are
available for viewing on the Nestlé Group ¶s investor relations website, which can be found at
www.nestle.com/investors and is available on the website of the London Stock Exchange plc
at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
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1. (a)
Issuer:
Nestlé Finance International Ltd.
(b)
Guarantor:
Nestlé S.A.
2. (a)
Series Number:
63
(b)
Tranche Number:
1
3. Specified Currency or
Euro ( ³EUR )´
Currencies:
4. Aggregate Nominal Amount:
(a)
Series:
EUR 850,000,000
(b)
Tranche:
EUR 850,000,000
5. Issue Price:
98.996 per cent. of the Aggregate Nominal Amount
6. (a)
Specified
EUR 1,000
Denominations:
(b)
Calculation Amount:
EUR 1,000
7. (a)
Issue Date:
12 September 2012
(b)
Interest
Issue Date
Commencement Date:
8. Maturity Date:
12 September 2022
9. Interest Basis:
1.750 per cent. Fixed Rate (further particulars
specified below)
10. Redemption/Payment Basis:
Redemption at par
11. Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
12. Put/Call Options:
Not Applicable
13. (a)
Status of the Notes
Senior
(b)
Status of the Guarantee: Senior
(c)
Date Board approval for
5 April 2012 and 19 April 2012, respectively
issuance of Notes and
Guarantee obtained
14. Method of distribution:
Syndicated
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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions
Applicable
(a)
Rate(s) of Interest:
1.750 per cent. per annum payable annually in arrear
on each Interest Payment Date
(b)
Interest Payment
12 September in each year from and including 12
Date(s):
September 2013 up to, and including, the Maturity
Date adjusted in accordance with the Following
Business Day Convention, with the Additional
Business Centres for the definition of ³Business
Day ´ being, in addition to a day on which the
TARGET2 System is open, London and Zurich, with
no adjustment for period end dates.
(c)
Fixed Coupon
EUR 17.50 per Calculation Amount payable on each
Amount(s):
Interest Payment Date
(Applicable to Notes in
definitive form)
(d)
Broken Amount(s):
Not Applicable
(Applicable to Notes in
definitive form)
(e)
Fixed Day Count
Actual/Actual (ICMA)
Fraction:
(f)
Determination Date(s):
12 September in each year
(g)
Other terms relating to
Not Applicable
the method of
calculating interest for
Fixed
Rate
Notes:
16. Floating Rate Note Provisions
Not Applicable
17. Zero Coupon Note Provisions
Not Applicable
18. Index Linked Interest Note
Not Applicable
Provisions
19. Dual Currency Interest Note
Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
20. Issuer Call
Not Applicable
21. Investor Put
Not Applicable
22. Final Redemption Amount:
EUR 1,000 per Calculation Amount
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In cases where the Final
Not Applicable
Redemption Amount is Index
Linked or other variable-linked:
23. Early Redemption Amount:
Early Redemption Amount
EUR 1,000 per Calculation Amount
payable on redemption for
taxation reasons or on event of
default and/or the method of
calculating the same (if required
or if different from that set out
in Condition 6(g)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes:
Temporary Global Note exchangeable for a
Permanent Global Note on and after the Exchange
Date.
The Permanent Global Note is exchangeable in
whole, but not in part, for Definitive Notes (a) at the
request of the Issuer; and/or (b) (free of charge)
upon the occurrence of an Exchange Event (as
described in ³Form of the Notes ´ in the Prospectus
dated 10 May 2012).
Notes shall not be physically delivered in Belgium,
except to a clearing system, a depository or other
institution for the purpose of their immobilisation in
accordance with Article 4 of the Belgian Law of 14
December 2005.
25. New Global Note:
Yes
26. Additional Financial Centre(s)
Not Applicable
or other special provisions
relating to Payment Days:
27. Talons for future Coupons or
No
Receipts to be attached to
Definitive Notes (and dates on
which such Talons mature):
28. Details relating to Partly Paid
Not Applicable
Notes: amount of each payment
comprising the Issue Price and
date on which each payment is
to be made and consequences of
failure to pay, including any
right of the Issuer to forfeit the
Notes and interest due on late
payment:
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29. Details relating to Instalment
Not Applicable
Notes:
30. Redenomination and
Not Applicable
Renominalisation:
31. Other terms or special
Not Applicable
conditions:
32. Swiss Notes:
Not Applicable
DISTRIBUTION
33. (a) If syndicated, names
BNP Paribas
and addresses of
10 Harewood Avenue
Bookrunners and
London NW1 6AA
underwriting
Underwriting Commitment: EUR 91,375,000
commitments:
HSBC Bank plc
8 Canada Square
London E14 5HQ
Underwriting Commitment: EUR 91,375,000
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
Underwriting Commitment: EUR 91,375,000
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
Underwriting Commitment: EUR 91,375,000
Banco Santander, S.A.
Ciudad Grupo Santander
Avda. Cantabria S/N Edificio Encinar
28660 Boadilla del Monte
Madrid-España
Underwriting Commitment: EUR 48,450,000
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Underwriting Commitment: EUR 48,450,000
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Underwriting Commitment: EUR 48,450,000
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Credit Suisse Securities (Europe) Limited
One Cabot Square
Canary Wharf
London E14 4QJ
Underwriting Commitment: EUR 48,450,000
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Underwriting Commitment: EUR 48,450,000
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Underwriting Commitment: EUR 48,450,000
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
Underwriting Commitment: EUR 48,450,000
Mitsubishi UFJ Securities International plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
Underwriting Commitment: EUR 48,450,000
Société Générale
Tours Société Générale
17, cours Valmy
92987 Paris La Défense Cedex
France
Underwriting Commitment: EUR 48,450,000
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Underwriting Commitment: EUR 48,450,000
(b)
Date of Syndication
7 September 2012
Agreement:
(c)
Stabilising Bookrunner
BNP Paribas
(if any):
34. If non-syndicated, name and
Not Applicable
address of relevant Dealer:
35. Total commission and
0.30 per cent. of the Aggregate Nominal Amount
concession:
36. U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
37. Non-exempt Offer:
Applicable ± see Paragraph 10 of Part B below
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38. Additional selling restrictions:
Not Applicable
39. Spot Rate (if different from that
Not Applicable
set out in Condition 5(h)):
40. Calculation Agent responsible
Not Applicable
for calculating the Spot Rate (if
not the Agent):
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and public offer in the Public
Offer Jurisdictions and admission to trading on the London Stock Exchange ¶s regulated market
and for listing on the official list of the UK Listing Authority of the Notes described herein
pursuant to the Debt Issuance Programme of the Issuer.
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RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in these Final
Terms in connection with the issue of EUR 850,000,000 1.750 per cent. Notes due 12
September 2022.
Signed on behalf of the Issuer:
Signed on behalf of the Guarantor:
By: MARINA VANDERVEKEN
By: JACQUES MARMIER
Marina Vanderveken
Jacques Marmier
Duly authorised
Duly authorised
By: CHRISTEL DAMASO
By: CLAUDIO MENGHI
Christel Damaso
Claudio Menghi
Duly authorised
Duly authorised
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PART B ± OTHER INFORMATION
1. LISTING
Application is expected to be made by the
Issuer (or on its behalf) for the Notes to be
admitted to trading on the London Stock
Exchange ¶s regulated market and for listing
on the official list of the UK Listing
Authority with effect from the Issue Date.
2. RATINGS
The Issuer has not applied to Moody s¶
France SAS ( ³Moody s¶ ´) or Standard &
Poor s ¶ Credit Market Services France SAS
S
³
&P ) ´for ratings to be assigned to the
Notes to be issued.
Ratings allocated to notes of this type issued
under the Debt Issuance Programme
generally are:
S&P: AA (stable)
An obligation rated µ
AA (stable) ¶
by S&P
differs from the highest-rated obligations
only to a small degree. The obligor's
capacity to meet its financial commitment
on the obligation is very strong. The
reference "(stable)" means that the outlook
for the rating is stable.
Moody ¶s: Aa2 (stable)
An obligation rated 'Aa' by Moody's is
judged to be of high quality and subject to
very low credit risk. The modifier '2'
indicates that the obligation ranks in the
mid-range of its generic rating category.
The reference "(stable)" means that the
outlook for the rating is stable.
A security rating is not a recommendation to
buy, sell or hold securities and may be
subject to suspension, change or withdrawal
at any time by the relevant rating agency.
The meanings of ratings may be found on
the websites of the rating agencies
(www.standardandpoors.com and
www.moodys.com) and may be updated by
the rating agencies from time to time. The
meanings above have been extracted from
the websites of the rating agencies as of the
date hereof and have been reproduced by
the Issuer in these Final Terms.
Each of S&P and Moody ¶
s is established in
the European Community and is registered
under Regulation (EC) No 1060/2009 (as
amended) (the CRA Regulation). As such
LON22136853/1
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S&P and Moody ¶
s is included in the list of
credit ratings agencies published by the
European Securities and Markets Authority
(ESMA) on its website in accordance with
such Regulation. The list of credit rating
agencies registered and certified in
accordance with the CRA Regulation
published by ESMA) on its website in
accordance with the CRA Regulation is not
conclusive evidence of the status of the
relevant rating agency included in such list,
as there may be delays between certain
supervisory measures being taken against a
relevant rating agency and the publication
of the updated ESMA list.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
Save for any fees payable to the Bookrunners, so far as the Issuer is aware, no person involved
in the issue of the Notes has an interest material to the offer.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
(i)
Reasons for the Offer:
As set out in
³
Use of Proceeds ´in the
Prospectus dated 10 May 2012.
(ii) Estimated net proceeds:
EUR 838,916,000 (following deduction of
the Bookrunners ¶ commission and
concession).
(iii) Estimated total expenses:
EUR 40,000 for legal, filing and
miscellaneous expenses.
5.
YIELD (Fixed Rate Notes Only)
Indication of yield:
1.861 per cent. annually
Calculated as the yield to maturity
(Actual/Actual (ICMA) annually) on the
Issue Date.
The yield is calculated at the Issue Date on
the basis of the Issue Price. It is not an
indication of future yield.
6.
HISTORIC INTEREST RATES (Floating Rate Notes Only)
Not Applicable.
7.
PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON
VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER
INFORMATION CONCERNING THE UNDERLYING AND POST ISSUANCE
INFORMATION (Index Linked Notes Only)
Not Applicable.
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