Bond Syngentae 1.25% ( XS1199954691 ) in EUR

Syngentae

97.35 % ▼

Switzerland

XS1199954691 ( in EUR )

1.25% per year ( payment 1 time a year)

09/09/2027

Prospectus brochure of the bond Syngenta XS1199954691 en EUR 1.25%, maturity 09/09/2027

10/09/2026 ( In 215 days )

Syngenta is a leading agricultural science company focused on developing and commercializing innovative crop protection solutions and high-quality seeds to enhance global food security.

Syngenta's EUR-denominated bond (XS1199954691), issued in Switzerland, currently trades at 94.21% of its face value, offering a 1.25% coupon rate with a September 9, 2027 maturity date and annual coupon payments.

BASE PROSPECTUS
SYNGENTA FINANCE N.V.
(incorporated as a public company with limited liability under the laws of The Netherlands and registered with the trade
register of the Chamber of Commerce under No. 37131823)
SYNGENTA FINANCE AG
(incorporated as a corporation (Aktiengesellschaft) under the laws of Switzerland)
Guaranteed by
SYNGENTA AG
(incorporated as a corporation (Aktiengesellschaft) under the laws of Switzerland)
U.S. $7,500,000,000
Euro Medium Term Note Programme
Under this U.S.$7,500,000,000 Euro Medium Term Note Programme (the "Programme"), Syngenta Finance N.V. ("Syngenta Netherlands")
and Syngenta Finance AG ("Syngenta Switzerland") (each, an "Issuer" and, together, the "Issuers") may from time to time issue notes (the
"Notes") denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below).
The payment of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by Syngenta AG (the "Guarantor").
An application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg
competent authority for the purpose of the Luxembourg law of 16 July 2019 on prospectuses for securities (the "Luxembourg Prospectus Law")
and Regulation (EU) 2017/1129 (the "Prospectus Regulation") to approve this document as a base prospectus. The CSSF only approves this
Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should not be considered as an endorsement of the Issuers or the Guarantor or the quality of the Notes that are the subject of this Base
Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. By approving this Base Prospectus, the
CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality
or solvency of either Issuer or the Guarantor in accordance with the Luxembourg Prospectus Law. Pursuant to the Luxembourg Prospectus Law,
the CSSF is not competent to approve prospectuses for the offering to the public or for the admission to trading on regulated markets of money
market instruments having a maturity at issue of less than 12 months.
Application has been made for the Notes, during the period of twelve months after the date hereof, to be listed on the official list of the Luxembourg
Stock Exchange and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange. The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments, as amended
("MiFID II") of the European Parliament and of the Council on markets in financial instruments. In addition, application may be made to register
the Programme on the SIX Swiss Exchange.
This document does not constitute an approved base prospectus for the purposes of the Prospectus Regulation in respect of Syngenta Switzerland.
No Notes issued by Syngenta Switzerland will be admitted to trading on a regulated market in the European Economic Area ("EEA") or the
United Kingdom ("UK").
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent
authorities, stock exchanges and/or quotation systems as may be agreed between the relevant Issuer and the relevant Dealer.
This Base Prospectus will be valid for a year from 16 March 2020. The obligation to supplement the Base Prospectus in the event of significant
new factors, material mistakes or material inaccuracies will not apply when the Base Prospectus is no longer valid. For this purpose, "valid"
means valid for making offers to the public or admissions to trading on a regulated market by or with the consent of the relevant Issuer and the
obligation to supplement the Base Prospectus is only required within its period of validity between the time when the Base Prospectus is approved
and the closing of the offer period for the Notes or the time when trading on a regulated market begins, whichever occurs later.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of each of the
Issuers and the Guarantor to fulfil its respective obligations under the Notes are discussed under "Risk Factors" below.
Arranger
Credit Suisse
Dealers
BofA Securities
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
ING
UniCredit Bank
Dated: 16 March 2020
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TABLE OF CONTENTS
Page
IMPORTANT NOTICES.............................................................................................................................. 3
GENERAL DESCRIPTION OF THE PROGRAMME.................................................................................. 9
RISK FACTORS........................................................................................................................................ 15
INFORMATION INCORPORATED BY REFERENCE.............................................................................. 35
FINAL TERMS AND DRAWDOWN PROSPECTUSES............................................................................ 38
FORMS OF THE NOTES .......................................................................................................................... 39
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 43
FORM OF FINAL TERMS ........................................................................................................................ 79
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM..................... 90
DESCRIPTION OF SYNGENTA FINANCE N.V....................................................................................... 92
DESCRIPTION OF SYNGENTA FINANCE AG ....................................................................................... 94
DESCRIPTION OF SYNGENTA AG......................................................................................................... 96
RECENT DEVELOPMENTS .................................................................................................................. 112
GUARANTEE AND INDEMNITY BY SYNGENTA AG......................................................................... 113
TAXATION ............................................................................................................................................. 116
SUBSCRIPTION AND SALE.................................................................................................................. 122
GENERAL INFORMATION.................................................................................................................... 127
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IMPORTANT NOTICES
This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base
Prospectus and the relevant Final Terms (as defined below) and declares that, to the best of the knowledge of
each of the Issuers and the Guarantor, the information contained in this document is in accordance with the
facts and does not omit anything likely to affect the import of such information.
In this Base Prospectus, references to the "Issuer" are to either Syngenta Netherlands or Syngenta Switzerland,
as the case may be, as the issuer of Notes under the Programme, as specified in the relevant Final Terms (as
defined below) and references to the "relevant Issuer" shall be construed accordingly. Syngenta AG is referred
to as the "Guarantor," and Syngenta AG and its consolidated subsidiaries taken together are referred to as
"Syngenta" or the "Group".
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final
terms (the "Final Terms") or as supplemented, amended and/or replaced in a separate prospectus specific to
such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses"
below. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this
Base Prospectus to (1) information being specified or identified in the relevant Final Terms shall be read and
construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus
and (2) terms being completed by the relevant Final Terms shall be read and construed as a reference to such
terms being supplemented, amended and/or replaced by the relevant Drawdown Prospectus, unless the context
requires otherwise. This Base Prospectus must be read and construed together with any amendments or
supplements hereto and with any information incorporated by reference herein and, in relation to any Series (as
defined below) of Notes, must be read and construed together with the relevant Final Terms.
No person is or has been authorised by the Issuers, the Guarantor, the Trustee (as defined below) or any Dealer
to give any information or to make any representation not contained in or not consistent with this Base
Prospectus or any other document entered into in relation to the Programme or any information supplied by the
Issuers or the Guarantor in connection with the Programme or any Notes and, if given or made, such information
or representation should not be relied upon as having been authorised by the Issuers, the Guarantor, the Trustee
or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base
Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create
any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or
the date upon which this Base Prospectus has been most recently amended or supplemented or that there has
been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or
financial or trading position of the Issuers or the Guarantor since the date thereof or, if later, the date upon which
this Base Prospectus has been most recently amended or supplemented or that any other information supplied
in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
Each investor contemplating purchasing Notes should make its own independent investigation of the affairs,
and its own appraisal of the creditworthiness, of the relevant Issuer and the Guarantor and must determine the
suitability of an investment in the Notes in light of its own circumstances, based upon its own judgement and
upon advice from such legal, tax, business and investment advisers as it deems necessary.
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The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final
Terms comes are required by the Issuers, the Guarantor and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes
and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to any
Notes, see "Subscription and Sale". In particular, Notes have not been and will not be registered under the
United States Securities Act of 1933 (as amended) (the "Securities Act") and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States
or to, or for the account or benefit of, U.S. persons.
In addition, this Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii)
below may apply, any offer of Notes in any Member State of the EEA and the United Kingdom (each, a
"Relevant State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in
that Relevant State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person
making or intending to make an offer in that Relevant State of Notes which are the subject of an offering
contemplated in this Base Prospectus as completed by Final Terms in relation to the offer of those Notes may
only do so (i) in circumstances in which no obligation arises for the Issuers, the Guarantor or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation, in each case, in relation to such offer, or (ii) if a prospectus for such
offer has been approved by the competent authority in that Relevant State or, where appropriate, approved in
another Relevant State and notified to the competent authority in that Relevant State and (in either case)
published, all in accordance with the Prospectus Regulation, provided that any such prospectus has
subsequently been completed by Final Terms which specify that offers may be made other than pursuant to
Article 1(4) of the Prospectus Regulation in that Relevant State, such offer is made in the period beginning and
ending on the dates specified for such purpose in such prospectus or final terms, and the relevant Issuer and the
Guarantor have consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph
(ii) above may apply, neither the Issuers nor the Guarantor nor any Dealer have authorised, nor do they
authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuers, the
Guarantor or any Dealer to publish or supplement a prospectus for such offer.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") and the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless
otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons
(as defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets products' (as defined
in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
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nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
IMPORTANT PROHIBITION OF SALES TO EEAAND UK RETAIL INVESTORS: If the Final Terms
(or Drawdown Prospectus, as the case may be) in respect of any Notes includes a legend entitled "Prohibition
of Sales to EEA and 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 European
Economic Area ("EEA") or in the United Kingdom (the "UK"). 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, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129
(the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPs Regulation.
This Base Prospectus is not being distributed, nor has it been approved for the purposes of section 21 of the
Financial Services and Markets Act 2000, as amended (the "FSMA"), by a person authorised under the FSMA.
In the United Kingdom, this Base Prospectus is being distributed only to, and is directed only at, persons (i)
having professional experience in matters relating to investments (being investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order")), or (ii) falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order (all such persons together being referred
to as "relevant persons"). This Base Prospectus must not be acted or relied upon by persons who are not
relevant persons. Any investment or investment activity to which this Base Prospectus relates is available only
to relevant persons and will be engaged in only with relevant persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuers, the Guarantor, the
Trustee, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should
subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken
to have made its own investigation and appraisal of the condition (financial or otherwise) of the relevant Issuer
and the Guarantor.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed U.S. $7,500,000,000 (and for this purpose, any Notes denominated in another
currency shall be translated into U.S. dollars at the date of the agreement to issue such Notes (calculated in
accordance with the provisions of the Dealer Agreement (as defined under "Subscription and Sale"))). The
maximum aggregate principal amount of Notes which may be outstanding and guaranteed at any one time under
the Programme may be increased from time to time, subject to compliance with the relevant provisions of the
Dealer Agreement.
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the EEA, references to "U.S.$", "$", "U.S. dollars" or "dollars" are to United States dollars, references
to "CHF" are to Swiss Francs and references to "EUR", ""or "euro" are to the single currency introduced at
the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the
European Community, as amended.
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Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures which precede them.
The Guarantor has been rated BBB- by Standard & Poor's Credit Market Services Europe Limited ("S&P"),
Ba2 by Moody's Investors Service Limited ("Moody's") and BBB by Fitch Ratings Ltd ("Fitch"). Moody's
and Fitch are established in the UK and registered under Regulation (EU) No 1060/2009, as amended (the
"CRA Regulation"). S&P is established in the EEA and registered under the CRA Regulation. A rating is not
a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency.
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the rating(s) assigned to Notes already issued or to the
Programme. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final
Terms. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be (1) issued
by a credit rating agency established in the EEA or the UK and registered under the CRA Regulation, or (2)
issued by a credit rating agency which is not established in the EEA or the UK but will be endorsed by a credit
rating agency which is established in the EEA or UK and registered under the CRA Regulation or (3) issued by
a credit rating agency which is not established in the EEA or the UK but which is certified under the CRA
Regulation will be disclosed in the relevant Final Terms. In general, European-regulated investors are restricted
from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in
the EEA or the UK and registered under the CRA Regulation unless (1) the rating is provided by a credit rating
agency not established in the EEA or the UK but is endorsed by a credit rating agency established in the EEA
or the UK and registered under the CRA Regulation or (2) the rating is provided by a credit rating agency not
established in the EEA which is certified under the CRA Regulation. The European Securities and Markets
Authority ("ESMA") is obliged to maintain on its website, www.esma.europa.eu/page/List-registered-and-
certified-CRAs, a list of credit rating agencies registered and certified in accordance with the CRA Regulation.
The ESMA website is not incorporated by reference into, nor does it form part of, this Base Prospectus. This
list must be updated within five working days of ESMA's adoption of any decision to withdraw the registration
of a credit rating agency under the CRA Regulation; therefore, such a list is not conclusive evidence if the status
of the relevant rating agency as there may be delays between certain supervisory measures being taken against
a relevant rating agency and the publication of the updated ESMA list.
Amounts payable under some of the Notes are calculated by reference to the London Interbank Offered Rate
("LIBOR") and the Euro Interbank Offered Rate ("EURIBOR"), which are provided by ICE Benchmark
Administration Limited ("ICE") and the European Money Markets Institute ("EMMI"), respectively. As at the
date of this Base Prospectus, both ICE and EMMI appear on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation (Regulation (EU)
2016/1011) (the "Benchmark Regulation").
Dealers transacting with the Issuer: Certain of the Dealers and their affiliates have engaged, and may in the
future engage, in investment banking and/or commercial banking transactions with, and may perform services
for the Issuers and their affiliates in the ordinary course of business. Certain of the Dealers and their affiliates
may have positions, deal or make markets in the Notes issued under the Programme, related derivatives and
reference obligations, including (but not limited to) entering into hedging strategies on behalf of the Issuers and
their affiliates, investor clients, or as principal in order to manage their exposure, their general market risk, or
other trading activities.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold
a broad array of investments and actively trade debt and equity securities (or related derivative securities) and
financial instruments (including bank loans) for their own account and for the accounts of their customers. Such
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investments and securities activities may involve securities and/or instruments of the Issuers or the Issuers'
affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuers routinely
hedge their credit exposure to the Issuers consistent with their customary risk management policies. Typically,
such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either
the purchase of credit default swaps or the creation of short positions in securities, including potentially the
Notes issued under the Programme. Any such positions could adversely affect future trading prices of Notes
issued under the Programme. The Dealers and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and
may hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the
relevant Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date
of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted
by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Notes and the impact such investment will have on its
overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the currency in which such investor's
financial activities are principally denominated;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
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Forward-Looking Statements
This Base Prospectus contains forward-looking statements based on estimates and assumptions. Forward-
looking statements include, among other things, statements concerning the business, future financial condition,
results of operations and prospects of the Guarantor, including its subsidiaries. These statements usually contain
the words "believes", "plans", "expects", "anticipates", "intends", "estimates" or other similar expressions. For
each of these statements, you should be aware that forward-looking statements involve known and unknown
risks and uncertainties. Although it is believed that the expectations reflected in these forward-looking
statements are reasonable, there is no assurance that the actual results or developments anticipated will be
realised or, even if realised, that they will have the expected effects on the business, financial condition, results
of operations or prospects of the Guarantor.
These forward-looking statements speak only as of the date on which the statements were made, and no
obligation has been undertaken to publicly update or revise any forward-looking statements made in this
prospectus or elsewhere as a result of new information, future events or otherwise, except as required by
applicable laws and regulations.
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GENERAL DESCRIPTION OF THE PROGRAMME
This overview must be read as an introduction to this Base Prospectus and any decision to invest in the Notes
should be based on a consideration of the Base Prospectus as a whole, including the documents incorporated
by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Base
Prospectus have the same meanings in this overview.
Issuers:
Syngenta Finance N.V.
Syngenta Finance AG
Legal Entity Identifier (LEI) Number
Syngenta Finance N.V. : 54930042S3BYCEGOCN86
of the Issuers:
Syngenta Finance AG : 529900N01HMPQ5QK4H13
Website of the Issuers:
https://www.syngenta.com/
Guarantor:
Syngenta AG
LEI Number of the Guarantor
549300HTOMQG20JYV568
Website of the Guarantor:
https://www.syngenta.com/
Risk Factors:
Investing in Notes issued under the Programme involves certain
risks. The principal risk factors that may affect the ability of each
of the Issuers and the Guarantor to fulfil their respective
obligations under the Notes are discussed under "Risk Factors"
below.
Arranger:
Credit Suisse Securities (Europe) Limited
Dealers:
BNP Paribas, BofA Securities Europe SA, Citigroup Global
Markets Europe AG, Citigroup Global Markets Limited, Crédit
Agricole Corporate and Investment Bank, Credit Suisse
Securities (Europe) Limited, Deutsche Bank Aktiengesellschaft,
HSBC Bank plc, ING Bank N.V., Merrill Lynch International,
UniCredit Bank AG and any other Dealer appointed from time
to time by the Issuers and the Guarantor either generally in
respect of the Programme or in relation to a particular Tranche
of Notes.
Principal Paying Agent:
The Bank of New York Mellon
Trustee:
BNY Mellon Corporate Trustee Services Limited, appointed
pursuant to a trust deed dated 16 March 2020 (such trust deed as
amended and/or supplemented and/or restated from time to time,
the "Trust Deed"), a copy of which will be available for
inspection (during normal office hours) at the specified offices
of the Paying Agents and at the registered office of the Trustee.
Luxembourg Listing Agent:
The Bank of New York Mellon SA/NV, Luxembourg Branch
Listing and Admission to Trading:
Applications have been made for Notes to be admitted during the
period of twelve months after the date hereof to listing on the
official list and to trading on the regulated market of the
Luxembourg Stock Exchange. The Programme also permits
Notes to be issued on the basis that they will not be admitted to
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listing, trading and/or quotation by any competent authority,
stock exchange and/or quotation system or to be admitted to
listing, trading and/or quotation by such other or further
competent authorities, stock exchanges and/or quotation systems
as may be agreed between the relevant Issuer and the relevant
Dealer.
Application may also be made to list Notes issued under the
Programme in accordance with the Standard for bonds on the
SIX Swiss Exchange, if so specified in the relevant Final Terms.
Clearing Systems:
Euroclear Bank SA/NV ("Euroclear") and/or Clearstream
Banking, société anonyme ("Clearstream, Luxembourg")
and/or SIX SIS AG ("SIS") as specified in the Final Terms
and/or, in relation to any Tranche of Notes, any other clearing
system as may be specified in the relevant Final Terms.
Initial Programme Amount:
Up to U.S. $7,500,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding and guaranteed
at any one time. The Issuers and the Guarantor may increase the
amount of the Programme in accordance with the terms of the
Dealer Agreement.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue
date and the amount of the first payment of interest may be
different in respect of different Tranches. The Notes of each
Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different denominations.
Final Terms or Drawdown Prospectus:
Each Tranche will be the subject of a Final Terms or a Drawdown
Prospectus which, for the purposes of that Tranche only,
completes (in the case of Final Terms) or supplements, amends
and/or replaces (in the case of a Drawdown Prospectus) the
Terms and Conditions of the Notes and must be read in
conjunction with this Base Prospectus. The terms and conditions
applicable to any particular Tranche of Notes are the Terms and
Conditions of the Notes as completed by the relevant Final Terms
or as supplemented, amended and/or replaced by the relevant
Drawdown Prospectus.
Forms of Notes:
Notes may only be issued in bearer form. Each Tranche of Notes
(other than Notes represented by a Swiss Global Note (as defined
under "Forms of the Notes")) will initially be in the form of either
a Temporary Global Note or a Permanent Global Note (each as
defined under "Forms of the Notes"), in each case as specified in
the relevant Final Terms. Each Global Note which is not intended
to be issued in new global note form (a "Classic Global Note"
or "CGN"), as specified in the relevant Final Terms, will be
deposited on or around the relevant issue date with a depositary
or a common depositary for Euroclear and/or Clearstream,
A40915855
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