Obligation Nestle Holdings 4.125% ( XS1000137544 ) en AUD

Nestle Holdings

100 % ▲

Etas-Unis

XS1000137544 ( en AUD )

4.125% par an ( paiement annuel )

06/12/2018 - Obligation échue

Prospectus brochure de l'obligation Nestle Holdings XS1000137544 en AUD 4.125%, échue

2 000 AUD

300 000 000 AUD

L'Obligation émise par Nestle Holdings ( Etas-Unis ) , en AUD, avec le code ISIN XS1000137544, paye un coupon de 4.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/12/2018

Final Terms
Dated 3 December 2013
NESTLÉ HOLDINGS, INC.
Issue of AUD 400,000,000 4.125 per cent. Notes due 6 December 2018
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 Holdings, Inc.

(b)
Guarantor:
Nestlé S.A.
2.
(a)
Series Number:
75

(b)
Tranche Number:
1

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

(a)
Series:
AUD 400,000,000

(b)
Tranche:
AUD 400,000,000
5.
Issue Price:
(1) 100.986 per cent. in respect of AUD 300,000,000 in the
Aggregate Nominal Amount of the Notes (the "A Notes")
(2) 100.942 per cent. in respect of AUD 100,000,000 in the
Aggregate Nominal Amount of the Notes (the "B Notes" and
together with the A Notes, the "Notes")
6.
(a)
Specified
AUD 2,000
Denominations:

(b)
Calculation Amount:
AUD 2,000
7.
(a)
Issue Date:
6 December 2013

(b)
Interest
Issue Date
Commencement Date:
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8.
Maturity Date:
6 December 2018
9.
Interest Basis:
4.125 per cent. Fixed Rate
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 Guarantee: Senior
14.
Date of Board approval for
20 May 2013 and 20 September 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:
4.125 per cent. per annum payable in arrear on each Interest
Payment Date

(b)
Interest Payment
6 December in each year from, and including, 6 December
Date(s):
2014 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
"Business Day" being Melbourne, New York, London and
Zurich, in addition to Sydney, with no adjustment for period
end dates

(c)
Fixed Coupon
AUD 82.50 per Calculation Amount (applicable to the Notes
Amount(s):
in definitive form) and AUD 16,500,000 per Aggregate
Nominal Amount of the Notes (applicable to the Notes in
global form), payable on each Interest Payment Date

(d)
Broken Amount(s):
Not Applicable

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

(f)
Determination Date(s):
6 December 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:
AUD 2,000 per Calculation Amount
21.
Early Redemption Amount

Early Redemption Amount(s)
AUD 2,000 per Calculation Amount
per Calculation Amount
payable on redemption for
taxation reasons or on event of
default/or other earlier
redemption:
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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
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 Managers, 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:
AUD 396,400,000 (following deduction of the Managers'

commission and concession)
(iii)
Estimated total expenses:
AUD 50,000 for legal, filing and miscellaneous expenses
5.
YIELD (Fixed Rate Notes Only)
Indication of yield:
3.904 per cent. annually in respect of the A Notes and
3.914 per cent. annually in respect of the B Notes
6.
HISTORIC INTEREST RATES (Floating Rate Notes Only)
Not Applicable
7.
OPERATIONAL INFORMATION
(i)
ISIN:
XS1000137544
(ii)
Common Code:
100013754
(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):
8.
DISTRIBUTION
(i)
Names and addresses of
The Toronto-Dominion Bank
Managers / relevant Dealer and
60 Threadneedle Street
underwriting commitments:
London EC2R 8AP
Underwriting Commitment: AUD 383,800,000

Australia and New Zealand Banking Group Limited
40 Bank Street
Canary Wharf
London E14 5EJ
Underwriting Commitment: AUD 1,350,000
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Bank Vontobel AG Zurich
Gotthardstrasse 43
CH-8001 Zurich
Switzerland
Underwriting Commitment: AUD 1,350,000

Banque Internationale à Luxembourg, société anonyme
69, route d'Esch
2953 Luxembourg
Grand Duchy of Luxembourg
Underwriting Commitment: AUD 1,350,000

Commonwealth Bank of Australia
Senator House
85 Queen Victoria Street
London EC4V 4HA
Underwriting Commitment: AUD 1,350,000

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank International)
Croeselaan 18
3521 CB Utrecht
The Netherlands
Underwriting Commitment: AUD 1,350,000

Daiwa Capital Markets Europe Limited
5 King William Street
London EC4N 7AX
Underwriting Commitment: AUD 1,350,000

Danske Bank A/S
2-12 Holmens Kanal
DK-1092 Copenhagen K
Denmark
Underwriting Commitment: AUD 1,350,000

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Underwriting Commitment: AUD 1,350,000

HSBC Bank plc
8 Canada Square
London E14 5HQ
Underwriting Commitment: AUD 1,350,000

RBC Europe Limited
Riverbank House
2 Swan Lane
London EC4R 3BF
Underwriting Commitment: AUD 1,350,000

UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Underwriting Commitment: AUD 1,350,000

Zürcher Kantonalbank
Josefstrasse 222
8005 Zurich
Switzerland
Underwriting Commitment: AUD 1,350,000

(each a "Manager" and together, the "Managers")
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(ii)
Date of the Letter for a
3 December 2013
Syndicated Note Issue:
(iii)
Total commission and
1.875 per cent. of the Aggregate Nominal Amount
concession:
(iv)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA - Not Applicable
(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 Managers and any placers (authorised directly
or indirectly by the Issuer or any of the Managers), 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 Managers; 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").
(i)
Offer Period:
From the date of, and following, publication of these Final
Terms being 3 December 2013 to 6 December 2013
(ii)
Offer Price:
The Issuer has offered and will sell the Notes to the
Managers (and no one else) at the Issue Price of 100.986
per cent. in respect of the A Notes and 100.942 per cent. in
respect of the B Notes, less a total commission and
concession of 1.875 per cent. of the Aggregate Nominal
Amount of the Notes. Managers and Placers will offer and
sell the Notes to their customers in accordance with
arrangements in place between each such Manager and its
customers (including Placers) or each such Placer and its
customers by reference to the Issue Prices 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 3 December 2013. As
between Managers 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
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(iv)
Description of the application
A prospective Noteholder will purchase the Notes in
process:
accordance with the arrangements in place between the
relevant Manager and its customers or the relevant Placer
and its customers, relating to the purchase of securities
generally. Noteholders (other than Managers) 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
Managers and the Placers will adopt allotment and/or
application (whether in number
application criteria in accordance with customary market
of Notes or aggregate amount
practices and applicable laws and regulations and/or as
to invest):
otherwise agreed between them
(vii)
Method and time limits for
The Notes will be sold by the Issuer to the Managers on a
paying up the Notes and
delivery against payment basis on the Issue Date.
delivering the Notes:
Prospective Noteholders will be notified by the relevant
Manager 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
Manager or Placer in accordance with the arrangements in
allotted and indication whether
place between such Managers or Placers and its customers.
dealing may begin before
Any dealings in the Notes which take place will be at the
notification is made:
risk of prospective Noteholders
(xii)
Amount of any expenses and
Not Applicable
taxes specifically charged to the
subscriber or purchaser:
(xiii) Name(s) and address(es), to
None known to the Issuer
the extent known to the Issuer,
of the Placers in the various
countries where the offer takes
place:
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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 Finance International Ltd.) in connection with a Public
Offer of Notes subject to the following conditions:

(i) the consent is only valid during the period from 3 December 2013 until 6
December 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 (a) The Toronto-Dominion Bank,
Australia and New Zealand Banking Group Limited, Bank Vontobel AG
Zurich, Banque Internationale à Luxembourg, société anonyme,
Commonwealth Bank of Australia, Coöperatieve Centrale Raiffeisen-
Boerenleenbank B.A. (Rabobank International), Daiwa Capital Markets
Europe Limited, Danske Bank A/S, Deutsche Bank AG, London Branch,
HSBC Bank plc, RBC Europe Limited, UBS Limited and Zürcher
Kantonalbank (the "Managers"); 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
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Element
Title

with the consent of the Issuer, and (III) the conditions attached to that
consent (the "Placers");

(iii) the consent only extends to the use of the Prospectus to make Public
Offers of the Notes in each Relevant Member State as specified in
Paragraph 9 of Part B of the applicable Final Terms; and

(iv) the consent is subject to the conditions set out in Paragraph 9 of Part B
of the applicable Final Terms.

Any Offeror falling within sub-paragraph (ii)(b) above who meets all
of the other conditions stated above and wishes to use the Issuer's Base
Prospectus in connection with a Public Offer is required, for the
duration of the Offer Period, to publish 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 Issuer and the Guarantor accept responsibility, in the jurisdictions to
which the consent to use the Issuer's Base Prospectus extends, for the
content of its Base Prospectus in relation to any investor who acquires any
Notes in a Public Offer made by any person to whom consent has been
given to use the Issuer's Base Prospectus in that connection in accordance
with the preceding paragraphs, provided that such Public Offer has been
made in accordance with all the conditions attached to that consent.

AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY
NOTES IN A PUBLIC OFFER FROM AN OFFEROR OTHER
THAN THE ISSUER WILL DO SO, AND OFFERS AND SALES OF
SUCH NOTES TO AN INVESTOR BY SUCH OFFEROR WILL BE
MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER
ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND
SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS
AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT
BE A PARTY TO ANY SUCH TERMS AND ARRANGEMENTS
WITH SUCH INVESTORS IN CONNECTION WITH THE PUBLIC
OFFER OR SALE OF THE NOTES CONCERNED AND,
ACCORDINGLY, THE PROSPECTUS AND THE APPLICABLE
FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION.
THE INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME
OF SUCH OFFER FOR THE PROVISION OF SUCH
INFORMATION AND THE OFFEROR WILL BE RESPONSIBLE
FOR SUCH INFORMATION. NONE OF THE ISSUER, THE
GUARANTOR OR ANY DEALER HAS ANY RESPONSIBILITY OR
LIABILITY TO AN INVESTOR IN RESPECT OF SUCH
INFORMATION.
Section B Issuers and Guarantor
Element
Title

B.1
Legal and
Nestlé Holdings, Inc. ("NHI" or the "Issuer")
commercial
name of the
Issuers
B.2
Domicile/legal
NHI is a corporation with unlimited duration, incorporated and domiciled
form/
in Delaware, United States under the laws of the State of Delaware.
legislation/
country of

incorporation
B.4b
Trend
The global business environment remained challenging in 2012 and
information
continues to be uncertain in 2013. Nestlé Group is well positioned with
strong, high quality brands, which are valued by the consumer but any
adverse developments in the global economy could impact consumer
demand.
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