Obligation Pernod-Ricard SA 1.75% ( FR0013506532 ) en EUR

Société émettrice Pernod-Ricard SA
Prix sur le marché 100 %  ⇌ 
Pays  France
Code ISIN  FR0013506532 ( en EUR )
Coupon 1.75% par an ( paiement annuel )
Echéance 08/04/2030 - Obligation échue



Prospectus brochure de l'obligation Pernod-Ricard S.A FR0013506532 en EUR 1.75%, échue


Montant Minimal /
Montant de l'émission /
Cusip F7202GAE9
Description détaillée Pernod Ricard S.A. est une société multinationale française spécialisée dans la fabrication et la distribution de vins et spiritueux, possédant un large portefeuille de marques internationales.

L'obligation Pernod-Ricard S.A. (FR0013506532, F7202GAE9), émise en France et libellée en EUR, d'un montant nominal de 100%, avec un taux d'intérêt de 1,75% et une maturité au 08/04/2030, a été intégralement remboursée à sa date d'échéance.








Prospectus dated 28 April 2020


(a société anonyme established with limited liability in the Republic of France)

250,000,000 1.125 per cent. Notes due 7 April 2025
to be assimilated (assimilées) and form a single series with the
750,000,000 1.125 per cent. Notes due 7 April 2025
issued on 6 April 2020

Issue Price: 101.762 per cent. plus accrued interest equal to
184,910.45 for the period from, and including,
6 April 2020 to, but excluding, 30 April 2020


250,000,000 1.750 per cent. Notes due 8 April 2030
to be assimilated (assimilées) and form a single series with the
750,000,000 1.750 per cent. Notes due 8 April 2030
issued on 6 April 2020

Issue Price: 106.428 per cent. plus accrued interest equal to
287,605.73 for the period from, and including,
6 April 2020 to, but excluding, 30 April 2020

The 250,000,000 aggregate principal amount of 1.125 per cent. Notes due 7 April 2025 (the "2025 Notes") of Pernod Ricard (the
"Issuer") will be issued on 30 April 2020 (the "2025 Notes Issue Date") in the denomination of 100,000 each. The 2025 Notes
will be assimilated (assimilées) and form a single series with the 750,000,000 1.125 per cent. Notes due 7 April 2025
issued on the 6 April 2020 (the "Existing 2025 Notes") as from the date of assimilation which is expected to be on or around 40
days after the 2025 Notes Issue Date (the "2025 Notes Assimilation Date").
The issue price of the 2025 Notes is 101.762 per cent. of their principal amount plus accrued interest equal to 184,910.45 for the
period from, and including, 6 April 2020 (the "2025 Notes Interest Commencement Date") to, but excluding, 30 April 2020.
Each 2025 Note will bear interest on its principal amount from (and including) 6 April 2020 to (but excluding) 7 April 2025 (the
"2025 Notes Maturity Date") at a fixed rate of 1.125 per cent. per annum payable annually in arrear on 7 April in each year and
commencing on 7 April 2021, as further described in "Terms and Conditions of the 2025 Notes ­ Interest". There will be a long
first interest period from, and including, the 2025 Notes Interest Commencement Date to, but excluding, 7 April 2021.
The 250,000,000 aggregate principal amount of 1.750 per cent. Notes due 8 April 2030 (the "2030 Notes") of the Issuer will be
issued on 30 April 2020 (the "2030 Notes Issue Date" and together with the 2025 Notes Issue Date, the "Issue Date") in the
denomination of 100,000 each. The 2030 Notes will be assimilated (assimilées) and form a single series with the 750,000,000
1.750 per cent. Notes due 8 April 2030 issued on 6 April 2020 (the "Existing 2030 Notes") as from the date of assimilation which
is expected to be on or around 40 days after the 2030 Notes Issue Date (the "2030 Notes Assimilation Date" and together with
the 2025 Assimilation Date, the "Assimilation Date").
The issue price of the 2030 Notes is 106.428 per cent. of their principal amount plus accrued interest equal to 287,605.73 for the
period from, and including, 6 April 2020 (the "2030 Notes Interest Commencement Date" and together with the 2025 Notes
Interest Commencement Date, the "Interest Commencement Date") to, but excluding, 30 April 2020. Each 2030 Note will bear
interest on its principal amount from (and including) the 2030 Notes Interest Commencement Date to (but excluding) 8 April 2030
(the "2030 Notes Maturity Date") at a fixed rate of 1.750 per cent. per annum payable annually in arrear on 8 April in each year
and commencing on 8 April 2021, as further described in "Terms and Conditions of the 2030 Notes ­ Interest". There will be a
long first interest period from, and including, the 2030 Notes Interest Commencement Date to, but excluding, 8 April 2021.
References to "Terms and Conditions of the Notes" are either references to "Terms and Conditions of the 2025 Notes" or to "Terms
and Conditions of the 2030 Notes", references to "Maturity Date" are either to "2025 Notes Maturity Date" or to "2030 Notes
Maturity Date", and references to "Notes" are either to "2025 Notes" or "2030 Notes".
The Issuer may, at its option, (i) (a) from and including 7 January 2025 to but excluding the 2025 Notes Maturity Date (as defined
below), redeem the 2025 Notes outstanding on any such date, in whole (but not in part), at par plus accrued interest, as described
under "Terms and Conditions of the 2025 Notes ­ Redemption and Purchase ­ Redemption at the Option of the Issuer ­ Pre-
Maturity Call Option" and (b) from and including 8 January 2030 to but excluding the 2030 Notes Maturity Date (as defined
below), redeem the 2030 Notes outstanding on any such date, in whole (but not in part), at par plus accrued interest, as described



under "Terms and Conditions of the 2030 Notes ­ Redemption and Purchase ­ Redemption at the Option of the Issuer ­ Pre-
Maturity Call Option", (ii) (a) at any time and from time to time redeem all or any of the 2025 Notes prior to 7 January 2025 and
in accordance with the provisions set out in "Terms and Conditions of the 2025 Notes ­ Redemption and Purchase ­ Redemption
at the Option of the Issuer ­ Make Whole Redemption by the Issuer" and (b) at any time and from time to time redeem all or any
of the 2030 Notes prior to 8 January 2030 and in accordance with the provisions set out in "Terms and Conditions of the 2030
Notes ­ Redemption and Purchase ­ Redemption at the Option of the Issuer ­ Make Whole Redemption by the Issuer" and (iii)
(a) at any time prior to the Maturity Date, redeem the 2025 Notes, in whole (but not in part), at par plus accrued interest, if 80 per
cent. of the 2025 Notes and the Existing 2025 Notes in aggregate have been redeemed or purchased and cancelled, in accordance
with the provisions set out in "Terms and Conditions of the 2025 Notes ­Redemption at the Option of the Issuer ­ Clean-Up Call
Option" and (b) at any time prior to the Maturity Date, redeem the 2030 Notes, in whole (but not in part), at par plus accrued
interest, if 80 per cent. of the 2030 Notes and the Existing 2030 Notes in aggregate have been redeemed or purchased and cancelled,
in accordance with the provisions set out in "Terms and Conditions of the 2030 Notes ­Redemption at the Option of the Issuer ­
Clean-Up Call Option".
The Issuer may also, at its option, and in certain circumstances must, redeem all (but not some only) of the Notes at any time at
par plus accrued interest in the event of certain tax changes, as further described in "Terms and Conditions of the Notes ­
Redemption for Taxation Reasons". In addition, each Noteholder may, at its option, in the event of a Change of Control, request
from the Issuer the redemption of some or all of the Notes held by it at their principal amount plus accrued interest, as further
described in "Terms and Conditions of the Notes - Redemption following a Change of Control".
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on their respective
Maturity Dates.
This document (including the documents incorporated by reference) constitutes a prospectus (the "Prospectus") for the purposes
of the Regulation (EU) No. 2017/1129 of the European Parliament and of the Council on the prospectus to be published when
securities are offered to the public or admitted to trading, as amended (the "Prospectus Regulation").
Application has been made to the Autorité des marchés financiers in France (the "AMF") in its capacity as competent authority
pursuant to the Prospectus Regulation and pursuant to the French Code monétaire et financier for the approval of this Prospectus
for the purposes of the Prospectus Regulation. The AMF only approves this 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 either the Issuer or the quality of the Notes that are the subject of this Prospectus and investors should make their
own assessment as to the suitability of investing in the Notes.
The Notes will be issued in dematerialised bearer form (au porteur). Title to the Notes will be evidenced in accordance with
Articles L. 211-3 and R.211-1 of the French Code monétaire et financier by book-entries (inscription en compte) in the books of
Account Holders. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French
Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of
Euroclear France, which shall credit the accounts of the Account Holders, as set out in "Terms and Conditions of the Notes - Form,
Denomination and Title".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933. They may not be offered, sold or
delivered in or within the United States or to, or for the account or benefit of, U.S. person, unless the Notes are registered under
the Securities Act of 1933 or an exemption from the registration requirements of the U.S. Securities Act of 1933 is available.
The Notes have been assigned a rating of BBB+ by Standard & Poor's Ratings Services and Baa1 by Moody's Investors Service.
The long-term debt of the Issuer has been assigned a rating of BBB+ (with stable outlook) by Standard & Poor's Ratings Services
and Baa1 (with stable outlook) by Moody's Investors Service. A rating is not a recommendation to buy, sell or hold securities and
may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency. A revision, suspension,
reduction or withdrawal of a rating may adversely affect the market price of the Notes.
The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) No. 1060/2009 on
credit rating agencies, as amended (the "CRA Regulation"), as having been issued by Standard & Poor's Ratings Services and
Moody's Investors Service. Standard & Poor's Ratings Services and Moody's Investors Service. are established in the European
Union or in the United Kingdom and included in the list of credit rating agencies registered under the CRA Regulation, published
on the European Securities and Markets Authority's website (www.esma.europa.eu/supervision/credit-rating-agencies/risk) as of
the date of this Prospectus.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or
incorporated by reference in this document and, in particular, the information set out in the section entitled "Risk Factors"
before making a decision to invest in the Notes.
Copies of this Prospectus and the documents incorporated by reference will be published on the website of the Issuer
(www.pernod-ricard.com).
Copies of this Prospectus will be published on the website of the AMF (www.amf-france.org).
JOINT LEAD MANAGERS

BNP PARIBAS
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CRÉDIT AGRICOLE CIB
J.P. MORGAN
MEDIOBANCA ­ BANCA DI CREDITO FINANZIARIO S.P.A.
NATIXIS
RABOBANK
SOCIETE GENERALE
CORPORATE & INVESTMENT BANKING



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CONTENTS

Page
RISK FACTORS .......................................................................................................................................................... 8
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................. 13
TERMS AND CONDITIONS OF THE 2025 NOTES ............................................................................................... 18
TERMS AND CONDITIONS OF THE 2030 NOTES ............................................................................................... 30
USE OF PROCEEDS AND ESTIMATED NET AMOUNT ..................................................................................... 42
DESCRIPTION OF THE ISSUER ............................................................................................................................. 43
RECENT DEVELOPMENTS .................................................................................................................................... 44
SUBSCRIPTION AND SALE ................................................................................................................................... 53
GENERAL INFORMATION ..................................................................................................................................... 55
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS....................................... 58



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This Prospectus comprises a prospectus for the purposes of Regulation (EU) No. 2017/1129 (the "Prospectus
Regulation") and for the purpose of giving information with regard to the Issuer, the Issuer and its consolidated
subsidiaries taken as a whole (the "Group") and the Notes which according to the particular nature of the
Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer, the rights attaching to the Notes and
the reasons of the issuance and its impact on the Issuer.
Certain information contained in this Prospectus and/or documents incorporated by reference herein has been
extracted from sources specified in the sections where such information appears. The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware and is able to ascertain from
information published by the above sources, no facts have been omitted which would render the information
reproduced inaccurate or misleading.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see section "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the
basis that such documents are incorporated in, and form part of, this Prospectus.
The Joint Lead Managers (as defined under the section "Subscription and Sale") have not independently
verified the information contained herein. Accordingly, no representation, warranty or undertaking, express
or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers or any of their
affiliates as to the accuracy or completeness of the information contained or incorporated in this Prospectus
or any other information provided by the Issuer in connection with the issue and sale of the Notes.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the Joint
Lead Managers or any of their affiliates to give any information or to make any representation other than
those contained in this Prospectus and if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or the Joint Lead Managers or any of their affiliates.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein is correct at any time subsequent to the date hereof. The Joint
Lead Managers do not undertake to review the financial condition or affairs of the Issuer during the life of the
Notes or to advise any investor in the Notes of any information coming to their attention. Investors should
review, inter alia, the documents incorporated by reference into this Prospectus when deciding whether or not
to subscribe for or to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Joint Lead Managers that any recipient of this Prospectus should
purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the issue
and sale of the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Joint Lead
Managers to any person to subscribe for or to purchase any Notes.
In making an investment decision regarding the Notes, prospective investors should rely on their own
independent investigation and appraisal of (a) the Issuer, its business, its financial condition and affairs and
(b) the terms of the offering, including the merits and risks involved. The contents of this Prospectus are not
to be construed as legal, business or tax advice. Each prospective investor should consult its own advisers as to
legal, tax, financial, credit and related aspects of an investment in the Notes. Potential investors should, in
particular, read carefully the section entitled "Risk Factors" set out below before making a decision to invest
in the Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction where, or to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or the Joint Lead Managers which would permit a public offering of any Notes or distribution of this
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered
or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may
come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus
and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus
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and the offer or sale of Notes in the United States, the United Kingdom and France (see section "Subscription
and Sale").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The Notes may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")),
unless the Notes are registered under the Securities Act or an exemption from the registration requirements
of the Securities Act is available.
PRIIPS REGULATION / 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 No. 2014/65 (as amended, MiFID II); or (ii) a customer within the
meaning of Directive No. 2016/97, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. 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.
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 on MiFID II product governance requirements published by ESMA dated 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 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 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.
Suitability of investment in the Notes
Each prospective investor of Notes must determine, based on its own independent review and such professional
advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with
its financial needs, objectives and condition, complies and is fully consistent with all investment policies,
guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding
the clear and substantial risk inherent in investing in or holding the Notes.
Each prospective investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each prospective investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its own
financial situation, an investment in the Notes and the impact that any such investment will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear the risks of an investment in the Notes, including
any currency exchange risk due to the fact that the prospective investor's currency is not Euro;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of the financial
markets and any relevant indices;
(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 risks of such
investment; and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
Considerations for investors relating to the credit rating of the Notes
The rating assigned to the Notes by the rating agency is based on the Issuer's financial situation, but takes into
account other relevant structural features of the transaction, including, inter alia, the terms of the Notes, and
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reflects only the views of the rating agency. The rating may not reflect the potential impact of all risks related
to structure, market, additional factors discussed in this paragraph, and other factors that may affect the value
of the Notes. The rating addresses the likelihood of full and timely payment to the Noteholders of all payments
of interest on each interest payment date and repayment of principal on the final payment date. There is no
assurance that any such rating will continue for any period of time or that they will not be reviewed, revised,
suspended or withdrawn entirely by the rating agency as a result of changes in or unavailability of information
or if, in the rating agency's judgement, circumstances so warrant. A credit rating and/or a corporate rating
are not a recommendation to buy, sell or hold securities. Any adverse change in an applicable credit rating
could adversely affect the trading price for the Notes.
Considerations on taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
transferred or other jurisdictions (including as a result of change in law). Potential investors are advised to
ask for their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale
and redemption of the Notes.
A number of Member States of the European Union are currently negotiating to introduce a financial
transactions tax ("FTT") in the scope of which transactions in the Notes may fall. The scope of any such tax is
still uncertain as well as any potential timing of implementation. If an FTT applying to debt instruments is
adopted transactions in the Notes would be subject to higher costs, and the liquidity of the market for the Notes
may be diminished. Prospective holders of the Notes are advised to seek their own professional advice in
relation to the FTT.
Consideration on potential conflict of interest with the Joint Lead Managers
Certain of the Joint Lead Managers (as defined in section "Subscription and Sale" below) 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 Issuer and its affiliates in the ordinary course of business. In addition,
in the ordinary course of their business activities, the Joint Lead Managers 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 investments and securities activities may involve securities and/or instruments of the Issuer or Issuer's
affiliates. Certain of the Joint Lead Managers or their affiliates that have a lending relationship with the Issuer
routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies.
Typically, such Joint Lead Managers 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. Any such short positions could adversely affect future trading prices
of the Notes. The Joint Lead Managers 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.


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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All of these
factors are contingencies which may or may not occur.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the
Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes,
but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for other
reasons not identified at the date of this Prospectus or which are not considered likely to have, at this same date, a
significant negative impact on the Issuer's business, financial situation and results, its perspectives, its development
or securities and the Issuer does not represent that the statements below regarding the risks of holding the Notes are
exhaustive.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including any
documents incorporated by reference herein) and reach their own views prior to making any investment decision.
The terms defined in "Terms and Conditions of the 2025 Notes" or in "Terms and Conditions of the 2030 Notes" shall
have the same meaning when used below.
References to "Terms and Conditions of the Notes" are either references to "Terms and Conditions of the 2025 Notes"
or to "Terms and Conditions of the 2030 Notes", references to "Maturity Date" are either to "2025 Notes Maturity
Date" or to "2030 Notes Maturity Date" and references to Notes are either to "2025 Notes" or "2030 Notes".
1. RISK FACTORS RELATING TO THE ISSUER
The risks relating to the Issuer are set out on pages 114 to 115, 123 to 142, 192 and 201 to 202 of the 2019 Universal
Registration Document (as defined in section "Documents Incorporated by Reference") and include the following:

-
Risks relating to business activities (including risks relating to pressure on prices, geopolitical and
macroeconomic instability, negative media/social media campaign, brand portfolio challenges and non-
adaptation to new trends, product quality issue, supply disruption, talent management and fraud);
-
Industrial and environmental risks (including climate change and environmental damage, loss of major
site/strategic inventory, toxic contamination and human safety risk);
-
Legal and regulatory risks (including regulatory changes, major litigation and counterfeiting/IP rights);
-
Financial risks (including FX, interest rates and credit and pensions); and
-
Risks relating to the Covid-19:

The COVID-19 pandemic has continued to evolve significantly over the past weeks, and is now affecting the
Asia-Pacific region, Europe and the American continent, including in particular the United States. The
pandemic has significant repercussions for the Group's activities, and as indicated in the Issuer's press release
of 24 March 2020 which is included in the section "Recent Developments" of this Prospectus (the "Covid-
19 Press Release"), the Issuer has revised its assumptions regarding the impact of COVID-19 and the
expected resulting financial impacts for the Group. These financial impacts are expected to have an adverse
effect on the Group's Profit from Recurring Operations for the 2019/20 financial year. The Issuer confirmed
this revised guidance of the Group's Profit from Recurring Operations for the 2019/20 financial year in its
press release of 23 April 2020 which is also included in the section "Recent Developments" of this Prospectus
(the "Q3 FY20 Press Release").The Issuer has also indicated in the Q3 FY20 Press Release the organic sales
decline of the Group for the first nine months of the 2019/20 financial year resulting in large part from the
COVID-19 pandemic.

The extent and duration of the COVID-19 pandemic are still uncertain, and the impact on the Group may
evolve further. If the assumptions disclosed in the Covid-19 Press Release and/or the Q3 FY20 Press Release
were to become obsolete because the pandemic were to worsen or its duration were to be longer than expected,
the adverse impact on the Group's financial condition could be greater than currently anticipated.

2. RISK FACTORS RELATING TO THE NOTES

An investment in the Notes involves certain risks associated with the characteristics of the Notes. Such risks could
result in principal or interest not being paid on time or at all by the Issuer and/or a material impairment of the market
price of the Notes or Noteholders losing all or some of their investment should the Issuer become insolvent. The
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following is a description of risk factors in relation to the Notes which set out the most material risks, taking into
account the negative impact of such risks on the Issuer and the probability of their occurrence in each category
below.
2.1 Economic and Legal Risks relating to the Notes
Credit risk of the Issuer
As contemplated in Condition 2 (Status) of the Terms and Conditions of the Notes, the principal and interest of the
Notes constitute direct, unsubordinated and (subject to Condition 3 (Negative Pledge) of the Terms and Conditions
of the Notes) unsecured obligations of the Issuer. However, an investment in the Notes involves taking credit risk on
the Issuer. If the financial situation of the Issuer deteriorates and, notwithstanding Condition 8 (Events of Default) of
the Terms and Conditions of the Notes which enable Noteholders to request through the Representative of the Masse
the redemption of the Notes, the Issuer may not be able to fulfil all or part of its payment obligations under the Notes,
which could materially and negatively impact the Noteholders and investors may lose all or part of their investment.
Market value of the Notes
Application has been made for the Notes to be admitted to trading on Euronext Paris as from the Issue Date. The
market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional factors.
The value of the Notes on Euronext Paris depends on a number of interrelated factors, including economic, financial
and political events in France or elsewhere, including factors affecting capital markets generally and the stock
exchanges on which such Notes are traded. The price at which a Noteholder will be able to sell such Notes prior to
maturity may be at a discount, which could be substantial, from the issue price or the purchase price paid by such
purchaser. For example, the Issuer is rated BBB+ (with stable outlook) by Standard & Poor's Ratings Services and
Baa1 (with stable outlook) by Moody's Investors Service and any negative change in such credit ratings of the Issuer
could negatively affect the trading price for the Notes and hence investors may lose part of their investment.
French insolvency law
Under French insolvency law, holders of debt securities are automatically grouped into a single assembly of holders
(the "Assembly") in order to defend their common interests if a preservation procedure (procédure de sauvegarde),
an accelerated preservation procedure (procédure de sauvegarde accélérée), an accelerated financial preservation
procedure (procédure de sauvegarde financière accélérée) or a judicial reorganisation procedure (procédure de
redressement judiciaire) is opened in France with respect to the Issuer. The Assembly comprises holders of all debt
securities issued by the Issuer (including the Notes) regardless of their governing law. The Assembly deliberates on
the proposed preservation plan (projet de plan de sauvegarde), proposed accelerated preservation plan (projet de plan
de sauvegarde accélérée), proposed accelerated financial preservation plan (projet de plan de sauvegarde financière
accélérée) or judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and may notably
agree to:
·
increase the liabilities (charges) of holders of debt securities (including the Noteholders) by rescheduling due
payments and/or partially or totally writing off receivables in form of debt securities;
·
establish an unequal treatment between holders of debt securities (including the Noteholders) if the differences
in situation so justify; and/or
·
convert debt securities (including the Notes) into securities that give or may give right to share capital.
Stipulations relating to the representation of holders of the Notes provided in Condition 9 (Representation of the
Noteholders) of the Terms and Conditions of the Notes will not be applicable if they depart from any imperative
provisions of French insolvency law that may be applicable.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt securities held
by the holders expressing a vote). No quorum is required to convoke the Assembly.
The procedures, as described above or as they will or may be amended, could have a material and adverse impact on
holders of the Notes seeking repayment in the event that the Issuer or its subsidiaries were to be subject to French
insolvency proceedings.
It should be noted that a directive "on preventive restructuring frameworks, on discharge of debt and disqualifications,
and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt,
and amending Directive (EU) No. 2017/1132" has been adopted by the European Union on 20 June 2019. Once
transposed into French law (which should happen by 17 July 2021 at the latest), such directive should have a material
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impact on French insolvency law, especially with regard to the process of adoption of restructuring plans under
insolvency proceedings.
According to this directive, "affected parties" (including notably creditors and therefore the Noteholders) shall be
treated in separate classes which reflect certain class formation criteria for the purpose of adopting a restructuring
plan. Classes shall be formed in such a way that each class comprises claims or interests with rights which reflects
sufficient commonality of interest based on verifiable criteria. As a minimum, secured and unsecured claims shall be
treated in separate classes for the purpose of adopting a restructuring plan. A restructuring plan shall be deemed to be
adopted by affected parties, provided that a majority in the amount of their claims or interests is obtained in each and
every class (the required majorities shall be laid down by Member States at not higher than 75% in the amount of
claims or interests in each class, it being noted that Member States may require that in addition a majority in number
of affected parties be obtained in each class). If the restructuring plan is not approved by each and every class of
affected parties, the plan may however be confirmed by a judicial or administrative authority by applying a cross-
class cram-down, provided notably that:
·
the plan has been notified to all affected parties;
·
the plan complies with the best interest of creditors test (i.e., no dissenting creditor would be worse off under
the restructuring plan than they would be in the event of liquidation, whether piecemeal or sale as a going
concern or in the event of the next-best-alternative scenario if the restructuring plan were not to be confirmed);
·
where applicable, any new financing is necessary to implement the restructuring plan and does not unfairly
prejudice the interest of creditors;
·
the plan has been approved by a majority of the voting classes of affected parties, provided that at least one of
those classes is a secured creditors class or is senior to the ordinary unsecured creditors class; or, failing that,
by at least one of the voting classes of affected parties or where so provided under national law, impaired
parties, other than an equity-holders class or any other class which, upon a valuation of the debtor as a going-
concern, would not receive any payment or keep any interest, or, where so provided under national law, which
could be reasonably presumed not to receive any payment or keep any interest, if the normal ranking of
liquidation priorities were applied under national law;
·
the plan complies with the relative priority rule (i.e. dissenting voting classes of affected creditors are treated
at least as favourably as any other class of the same rank and more favourably than any junior class). By way
of derogation, Member States may instead provide that the plan shall comply with the absolute priority rule
(i.e., a dissenting voting class of creditors must be satisfied in full before a more junior class may receive any
distribution or keep any interest under the restructuring plan); and
·
no class of affected parties can, under the restructuring, plan receive or keep more than the full amount of its
claims or interests.
Therefore, in case of insolvency proceedings opened in respect of the Issuer and governed by French law, as amended
further to the transposition of the said directive by the French authorities, it cannot be excluded that the Noteholders
will no longer deliberate on the proposed restructuring plan in a separate assembly, meaning that they will no longer
benefit from a specific veto power on this plan. Instead, as any other affected parties, the Noteholders may be grouped
into one or several classes (with potentially other types of creditors) and their dissenting vote may possibly be
overridden by a cross-class cram down, where applicable.
The commencement of insolvency proceedings against the Issuer could have a material adverse effect on the market
value of Notes issued by the Issuer. Any decisions taken by the Assembly or a class of affected parties, as the case
may be, could negatively and significantly impact the Noteholders and cause them to lose all or part of their
investment, should they not be able to recover all or part of the amounts due to them from the Issuer.
No direct access to subsidiaries' cash flows or assets
The Issuer is a holding company. Investors will not have any direct claims on the cash flows or the assets of the
Issuer's subsidiaries, and such subsidiaries have no obligation, contingent or otherwise, to pay amounts due under the
Notes or to make funds available to the Issuer for these payments. As a result Noteholders will only rely on the
Issuer's cash flows or assets to obtain payment under the Notes and, should the Issuer become insolvent, lose a
substantial part of their investment in the Notes.
The secondary market for the Notes
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Document Outline