Obligation NESTLE FINANCIAL INTERNATIONAL LTD 2.125% ( XS0969795680 ) en EUR

NESTLE FINANCIAL INTERNATIONAL LTD

100 % ▼

Suisse

XS0969795680 ( en EUR )

2.125% par an ( paiement annuel )

09/09/2021 - Obligation échue

Prospectus brochure de l'obligation Nestlé Finance International Ltd XS0969795680 en EUR 2.125%, échue

1 000 EUR

500 000 000 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 XS0969795680, paye un coupon de 2.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/09/2021

Final Terms
Dated 10 September 2013
NESTLÉ FINANCE INTERNATIONAL LTD.
Issue of EUR 500,000,000 2.125 per cent. Notes due 10 September 2021 (the Notes)
Guaranteed by Nestlé S.A.
under the Debt Issuance Programme
PART A CONTRACTUAL TERMS
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 23 May 2013 as supplemented by the Supplementary
Prospectus dated 23 August 2013, which together constitute a base prospectus for the purposes of the
Prospectus 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. A summary of the Notes (which comprises the summary
in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final
Terms. The Prospectus and the Supplementary Prospectus are available for viewing on the Nestlé
Group's investor relations website, which can be found at www.nestle.com/investors and are available
on
the
website
of
the
London
Stock
Exchange
plc
at
www.londonstockexchange.com/exchange/news/market-news/market-news-home. html.
The expression "Prospectus Directive" means 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 relevant Member State of the European Economic Area.
1.
(a)
Issuer:
Nestlé Finance International Ltd.

(b)
Guarantor:
Nestlé S.A.
2.
(a)
Series Number:
74

(b)
Tranche Number:
1

(c)
Date on which the
Not Applicable
Notes will be
consolidated and form a
single Series:
3.
Specified Currency:
Euro ("EUR")
4.
Aggregate Nominal Amount:

(a)
Series:
EUR 500,000,000

(b)
Tranche:
EUR 500,000,000
5.
Issue Price:
99.709 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 2013

(b)
Interest
Issue Date
Commencement Date:
8.
Maturity Date:
10 September 2021
9.
Interest Basis:
2.125 per cent. Fixed Rate
LON25592136/18+

10.
Redemption/Payment Basis::
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
11.
Change of Interest Basis:
Not Applicable
12.
Put/Call Options:
Not Applicable
13.
(a)
Status of the Notes
Senior

(b)
Status of the
Senior
Guarantee:
14.
Date of Board approval for
21 May 2013 and 13 June 2013, respectively
issuance of Notes and
Guarantee obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
Applicable

(a)
Rate(s) of Interest:
2.125 per cent. per annum payable in arrear on each Interest
Payment Date. The first Fixed Interest Period shall be the
period commencing on, and including, the Interest
Commencement Date and ending on, but excluding, 10
September 2014 (short first coupon)

(b)
Interest Payment
10 September in each year from, and including, 10
Date(s):
September 2014 up to, and including, the Maturity Date,
adjusted in accordance with the Following Business Day
Convention, Additional Business Centres for the definition
of "Business Day" being Zurich and London, in addition to a
day on which the TARGET2 System is open, with no
adjustment for period end dates

(c)
Fixed Coupon
EUR 21.25 per Calculation Amount (applicable to the Notes
Amount(s):
in definitive form) and EUR 10,625,000.00 per Aggregate
Nominal Amount of the Notes (applicable to the Notes in
global form), payable on each Interest Payment Date, except
for the amount of interest payable on the first Interest
Payment Date falling on 10 September 2014

(d)
Broken Amount(s):
EUR 21.13 per Calculation Amount (applicable to the Notes
in definitive form) and EUR 10,566,780.82 per Aggregate
Nominal Amount of the Notes (applicable to the Notes in
global form), payable on the Interest Payment Date falling
on 10 September 2014

(e)
Day Count Fraction:
Actual/Actual (ICMA)

(f)
Determination Date(s):
10 September in each year
16.
Floating Rate Note Provisions
Not Applicable
17.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Issuer Call Option
Not Applicable
19.
Investor Put Option
Not Applicable
20.
Final Redemption Amount:
EUR 1,000 per Calculation Amount
LON25592136/18+
Page 2

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
admission to the Official List of the UK Listing Authority
with effect from the London Stock Exchange business day
following the Issue Date
2.
RATINGS
The Notes to be issued are not rated by Standard & Poor's
Credit Market Services France SAS and Moody's France SAS
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 "Use of Proceeds" in the Prospectus dated 23
May 2013
(ii)
Estimated net proceeds:
EUR 497,170,000 (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:
2.165 per cent. annually
6.
HISTORIC INTEREST RATES (Floating Rate Notes Only)
Not Applicable
7.
OPERATIONAL INFORMATION
(i)
ISIN:
XS0969795680
(ii)
Common Code:
096979568
(iii)
Any clearing system(s) other
Not Applicable
than Euroclear Bank SA/NV,
Clearstream Banking, société
anonyme and the relevant
identification number(s):
(iv)
Delivery:
Delivery against payment
(v)
Names and addresses of
Not Applicable
additional Paying Agent(s) (if
any):
LON25592136/18+
Page 4

8.
DISTRIBUTION
(i)
Names and addresses of
Banco Santander, S.A.
Managers / relevant Dealer and
Ciudad Grupo Santander
underwriting commitments:
Avda. Cantabria S/N Edificio Encinar
28660 Boadilla del Monte
Madrid-España
Underwriting Commitment: EUR 53,750,000

HSBC Bank plc
8 Canada Square
London E14 5HQ
Underwriting Commitment: EUR 53,750,000

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
Underwriting Commitment: EUR 53,750,000

Société Générale
Tours Société Générale
17, cours Valmy
92987 Paris La Défense Cedex
France
Underwriting Commitment: EUR 53,750,000

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Underwriting Commitment: EUR 28,500,000

BNP Paribas
10 Harewood Avenue
London NW1 6AA
Underwriting Commitment: EUR 28,500,000

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Underwriting Commitment: EUR 28,500,000

Credit Suisse Securities (Europe) Limited
One Cabot Square
Canary Wharf
London E14 4QJ
Underwriting Commitment: EUR 28,500,000

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Underwriting Commitment: EUR 28,500,000

Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Underwriting Commitment: EUR 28,500,000
LON25592136/18+
Page 5

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
Underwriting Commitment: EUR 28,500,000

Mitsubishi UFJ Securities International plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
Underwriting Commitment: EUR 28,500,000

The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
Underwriting Commitment: EUR 28,500,000

UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Underwriting Commitment: EUR 28,500,000
(each a "Bookrunner" and together, the "Bookrunners")
(ii)
Date of the Letter for a
10 September 2013
Syndicated Note Issue:
(iii)
Total commission and
0.275 per cent. of the Aggregate Nominal Amount
concession:
(iv)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(v)
The Netherlands Selling
Applicable
Restrictions (Article 5:20(5)
Dutch Financial Supervision
Act (Wet op het financieel
toezicht)):
(vi)
Public Offer where there is no
Applicable - see paragraph 9 below
exemption from the obligation
under the Prospectus Directive
to publish a Prospectus:
9.
TERMS AND CONDITIONS OF THE PUBLIC OFFER
An offer of the Notes may be made by each of the Bookrunners and any placers (authorised
directly or indirectly by the Issuer or any of the Bookrunners), other than pursuant to Article 3(2) of the
Prospectus Directive, in each of Austria, Belgium, Germany, Italy, Luxembourg and the Netherlands
(together with the United Kingdom, the "Public Offer Jurisdictions") during the Offer Period (as defined
below).
The above consent is subject to the following conditions:
(a)
the only Offerors authorised to use the Issuer's Base Prospectus to make the Public Offer of
the Notes are the Bookrunners; and
(b)
any financial intermediary which is authorised to make such offers under the Markets in
Financial Instruments Directive 2004/39/EC and which has been duly appointed, directly or
indirectly, by the Issuer to make such offers, provided that such financial intermediary states
on its website (I) that it has been duly appointed as a financial intermediary to offer the Notes
during the Offer Period, (II) it is relying on the Issuer's Base Prospectus for such Public Offer
with the consent of the Issuer, and (III) the conditions attached to that consent (the "Placers").
LON25592136/18+
Page 6

(i)
Offer Period:
From the date of and following publication of these Final
Terms being 10 September 2013 to 12 September 2013
(ii)
Offer Price:
The Issuer has offered and will sell the Notes to the
Bookrunners (and no one else) at the Issue Price of
99.709 per cent. less a total commission and concession
of 0.275 per cent. of the Aggregate Nominal Amount of
the Notes. Bookrunners and Placers will offer and sell
the Notes to their customers in accordance with
arrangements in place between each such Bookrunner
and its customers (including Placers) or each such Placer
and its customers by reference to the Issue Price and
market conditions prevailing at the time
(iii)
Conditions to which the offer is
Offers of the Notes are conditional on their issue and are
subject:
subject to such conditions as are set out in the Letter for a
Syndicated Note Issue dated 10 September 2013. As
between Bookrunners and their customers (including
Placers) or between Placers and their customers, offers of
the Notes are further subject to such conditions as may
be agreed between them and/or as is specified in the
arrangements in place between them
(iv)
Description of the application
A prospective Noteholder will purchase the Notes in
process:
accordance with the arrangements in place between the
relevant Bookrunner and its customers or the relevant
Placer and its customers, relating to the purchase of
securities
generally.
Noteholders
(other
than
Bookrunners) will not enter into any contractual
arrangements directly with the Issuer in connection with
the offer or purchase of the Notes
(v)
Description of possibility to
Not Applicable
reduce subscriptions and the
manner for refunding excess
amount paid by applicants:
(vi)
Details of the minimum and/or
There are no pre-identified allotment criteria. The
maximum amount of application
Bookrunners and the Placers will adopt allotment and/or
(whether in number of Notes or
application criteria in accordance with customary market
aggregate amount to invest):
practices and applicable laws and regulations and/or as
otherwise agreed between them
(vii)
Method and time limits for
The Notes will be sold by the Issuer to the Bookrunners
paying up the Notes and
on a delivery against payment basis on the Issue Date.
delivering the Notes:
Prospective Noteholders will be notified by the relevant
Bookrunner or Placer of their allocations of the Notes
and the settlement arrangements in respect thereof
(viii)
Manner in and date on which
Not Applicable
results of the offer are to be made
public:
(ix)
Procedure for exercise of any
Not Applicable
right of pre-emption,
negotiability of subscription
rights and treatment of
subscription rights not exercised:
(x)
Whether Tranche(s) have been
Not Applicable
reserved for certain countries:
(xi)
Process for notification to
Prospective Noteholders will be notified by the relevant
applicants of the amount allotted
Bookrunner or Placer in accordance with the
and indication whether dealing
arrangements in place between such Bookrunners or
may begin before notification is
Placers and its customers. Any dealings in the Notes
made:
which take place will be at the risk of prospective
Noteholders
LON25592136/18+
Page 7

(xii)
Amount of any expenses and
Not Applicable
taxes specifically charged to the
subscriber or purchaser:
(xiii)
Name(s) and address(es), to the
None known to the Issuer
extent known to the Issuer, of the
Placers in the various countries
where the offer takes place:
LON25592136/18+
Page 8

ANNEX
SUMMARY OF THE NOTES
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A-E (A.1-E.7). This summary contains all the Elements required to be
included in a summary for the Notes, the Issuer and the Guarantor. Because some Elements are
not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even
though an Element may be required to be inserted in the summary because of the type of
securities, issuer and guarantor, it is possible that no relevant information can be given regarding
the Element. In this case a short description of the Element is included in the summary with the
mention of "not applicable".
Section A Introduction and warnings
Element
Title

A.1
Warning
This summary must be read as an introduction to the Prospectus and
the applicable Final Terms. Any decision to invest in any Notes should
be based on a consideration of the Prospectus as a whole, including the
documents incorporated by reference, and the applicable Final Terms.
Where a claim relating to information contained in the Prospectus and
the applicable Final Terms is brought before a court in a Member
State of the European Economic Area, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be
required to bear the costs of translating the Prospectus and the
applicable Final Terms before the legal proceedings are initiated.
Following the implementation of the relevant provisions of Directive
2003/71/EC (the "Prospectus Directive") in each relevant Member
State of the European Economic Area, no civil liability will attach to
any Issuer or the Guarantor in any such Member State solely on the
basis of this Summary, including any translation hereof, unless it is
misleading, inaccurate or inconsistent when read together with the
other parts of the Prospectus and the applicable Final Terms or it does
not provide, when read together with the other parts of the Prospectus
and the applicable Final Terms, key information (as defined in Article
2.1(s) of the Prospectus Directive) in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent to use Certain Tranches of Notes with a denomination of less than 100,000 (or its
of the
equivalent in any other currency) may be offered in circumstances where
Prospectus
there is no exemption from the obligation under the Prospectus Directive to
publish a prospectus. Any such offer is referred to as a "Public Offer".
The Issuer consents to the use of its Base Prospectus (that is: all
information in the Prospectus, except for information in the Prospectus
relating to Nestlé Holdings, Inc.) in connection with a Public Offer of
Notes subject to the following conditions:

(i) the consent is only valid during the period from 10 September 2013 until
12 September 2013 (the "Offer Period");

(ii) the only Offerors authorised to use the Issuer's Base Prospectus to make
the Public Offer of the Notes are Banco Santander, S.A., HSBC Bank plc,
J.P. Morgan Securities plc, Société Générale; Barclays Bank PLC, BNP
Paribas, Citigroup Global Markets Limited, Credit Suisse Securities
(Europe) Limited, Deutsche Bank AG, London Branch, Goldman Sachs
International, Merrill Lynch International, Mitsubishi UFJ Securities
International plc, The Royal Bank of Scotland plc and UBS Limited (the
"Bookrunners"); and (b) any financial intermediary which is authorised to
make such offers under the Markets in Financial Instruments Directive
2004/39/EC and which has been duly appointed, directly or indirectly, by
the Issuer to make such offers, provided that such financial intermediary
states on its website (I) that it has been duly appointed as a financial
intermediary to offer the Notes during the Offer Period, (II) it is relying on
the Issuer's Base Prospectus for such Public Offer with the consent of the
Issuer, and (III) the conditions attached to that consent (the "Placers");
LON25592136/18+

Page 9