Obligation Pernod-Ricard SA 0.125% ( FR0014005SC1 ) en EUR

Société émettrice Pernod-Ricard SA
Prix sur le marché 100 %  ⇌ 
Pays  France
Code ISIN  FR0014005SC1 ( en EUR )
Coupon 0.125% par an ( paiement annuel )
Echéance 04/10/2029 - Obligation échue



Prospectus brochure de l'obligation Pernod-Ricard S.A FR0014005SC1 en EUR 0.125%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
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 émise par Pernod-Ricard SA ( France ) , en EUR, avec le code ISIN FR0014005SC1, paye un coupon de 0.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/10/2029








Final Terms dated 30 September 2021
Pernod Ricard
Issue of 500,000,000 0.125 per cent. Notes due 4 October 2029
under the Euro 7,000,000,000
Euro Medium Term Note Programme
Legal Entity Identifier of the Issuer (LEI): 52990097YFPX9J0H5D87
EU 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 published by ESMA on 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 Directive 2014/65/EU (as amended, "EU 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 EU 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. The Issuer is not
a manufacturer for the purposes of the EU MIFID Product Governance Rules.
UK MIFIR 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 published by ESMA on 5 February
2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislative materials"), has led
to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules") 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.
PROHIBITION OF SALES TO EEA 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"). 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, "EU MiFID II"); or (ii) a customer within the
meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO 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 United Kingdom
("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Singapore Securities and Futures Act Product Classification ­ Solely for the purposes of its obligations pursuant to sections
309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are "capital markets
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products other than prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018).
PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the heading "Terms
and Conditions of the French Law Notes" in the Base Prospectus dated 6 October 2020 and the Supplement to the Base
Prospectus dated 24 September 2021 which together constitute a base prospectus for the purposes of the EU Prospectus
Regulation (as defined in the Base Prospectus dated 6 October 2020) (the "Base Prospectus"). This document constitutes the
Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation and must be read in
conjunction with such Base Prospectus as so supplemented in order to obtain all the relevant information. The Base Prospectus
and the Supplement to the Base Prospectus and the Final Terms are available for viewing at the registered office of Pernod
Ricard at 5, cours Paul Ricard 75008 Paris France during normal business hours and on the website of Pernod Ricard
(www.pernod-ricard.com) and copies may be obtained from the registered office of Pernod Ricard at 5, cours Paul Ricard
75008 Paris France and will be available on the Autorité des marchés financiers (the "AMF") website (www.amf-france.org).


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1.


(i)
Issuer:
Pernod Ricard
(ii)
Guarantor:
Not Applicable
(iii)
Applicable Terms and Conditions
French Law Conditions
(iv)
Series Number:
1
(v)
Tranche Number:
1
(vi)
Date on which Notes become fungible:
Not Applicable
2.
Specified Currency or Currencies:
Euro
3.
Aggregate Nominal Amount of Notes:
500,000,000
(i)
Series:
500,000,000
(ii)
Tranche:
500,000,000
4.
Issue Price:
98.283 per cent. of the Aggregate Nominal Amount
5.
Specified Denomination(s):
100,000
6.


(i)
Issue Date:
4 October 2021
(ii)
Interest Commencement Date:
Issue Date
7.
Maturity Date:
4 October 2029
8.
Interest Basis:
0.125 per cent. Fixed Rate
9.
Change of Interest Basis:
Not Applicable.
10.
Put/Call Options:
Make-whole Redemption
Clean-up call option
Pre-Maturity Call Option
(further particulars specified below)
11.


(i)
Status of the Notes:
Senior unsecured
(ii)
Status of the Guarantee
Not applicable
(iii)
Date of Board approval for issuance of 21 July 2021
Notes obtained:
12.
Method of Distribution:
Syndicated


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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions (French
Applicable
Law Condition) 5(a) (Interest on Fixed
Rate Notes))
(i)
Rate of Interest:
0.125 per cent. per annum payable annually in arrear
(ii)
Interest Payment Date(s):
4 October in each year
(iii)
Fixed Coupon Amount:
125 per Specified Denomination in Nominal Amount
(iv)
Broken Amount(s):
Not Applicable
(v)
Fixed Day Count Fraction:
Actual-Actual (ICMA)
(vi)
Fixed Interest Dates:
4 October in each year
(vii)
Party responsible for calculation of Not Applicable
Interest Amounts (if not the Fiscal
Agent):
14.
Floating Rate Note Provisions (French
Not Applicable
Law Condition 5(b) (Interest on
Floating Rate Notes))
15.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
16.
Call Option French Law Condition 7(c)
Not Applicable
(Redemption at the Option of the Issuer
(Call Option)))
17.
Make-whole Redemption (French Law Applicable
Condition
7(f)
(Make-whole
Redemption by the Issuer))

(i)
Parties to be notified by Issuer of Make-
Not Applicable
whole Redemption Date and Make-
whole Redemption Amount (if other
than set out in French Law Condition
7(f) (Make-whole Redemption by the
Issuer):
(ii)
Make-whole Redemption Margin:
0.15%
(iii)
Discounting basis for purposes of Annual
calculating sum of the present values of
the remaining scheduled payments of
principal and interest on Redeemed
Notes in the determination of the Make-
whole Redemption Amount:
(iv)
Reference Security:
DBR 0% 08-2029 (DE0001102473)
(v)
Reference Dealers:
Not Applicable
(vi)
Quotation Agent:
Société Générale Securities Services
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18.
Pre-Maturity Call Option (French Law Applicable
Condition 7(d) (Pre-Maturity Call
Option))
(i)
Call Option Date:
4 July 2029
19.
Clean-up call option (French Law Applicable
Condition 7(e) (Clean-up Call Option))
20.
Acquisition Event Call Option (French
Not Applicable
Law Condition 7(g) (Acquisition Event
Call Option))



21.
Early Redemption Amount (for tax 100 per cent. per Specified Denomination
reasons) (French Law Conditions 7(b)
(Redemption for Tax Reasons) and 7(i)

(Early Redemption Amounts))
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22.
Form of Notes:
Dematerialised Notes
(i)
Form of Dematerialised Notes:
Bearer dematerialised form (au porteur)
(ii)
Registration Agent:
Not Applicable
23.
Additional Financial Centre(s) or other Not Applicable
special provisions relating to Payment
Business Days:
24.
Talons for future Coupons to be attached
No
to Definitive Notes (and dates on which
such Talons mature):
25.
Exclusion of the possibility to request
Not Applicable
identification information of the
Noteholders as provided by Condition
(a)(i):
26.
Redenomination, renominalisation and Not Applicable
reconventioning provisions:
27.
Redenomination Agent
Not Applicable
28.
Consolidation provisions:
Not Applicable
29.
Consolidation Agent
Not Applicable
30.
Representation of holders of
Condition 13 (Meetings of Holders) applies.
Notes/Masse:
The Initial Representative shall be:
Association de représentation des masses de titulaires de valeurs
mobilières ("ARM »)
Centre Jacques Ferronnière
32 rue du Champ de Tir
CS 30812
44308 Nantes cedex 3

The Representative will be entitled to a remuneration of 400 euros per
year
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31.
Governing Law:
The Notes and any non-contractual obligations arising out of or in
connection with the Notes will be governed by, and shall be construed
in accordance with, French Law
DISTRIBUTION

32.


(i)
If syndicated, names of Managers:
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A.,
Citigroup Global Markets Europe AG, Crédit Agricole Corporate and
Investment Bank, ING Bank N.V., Belgian Branch, MUFG Securities
(Europe) N.V., Mediobanca ­ Banca di Finanziario S.p.A., Mizuho
Securities Europe GmbH, SMBC Nikko Capital Markets Europe
GmbH, Standard Chartered Bank AG and UniCredit Bank AG
(ii)
Date of Subscription Agreement:
30 September 2021
(iii)
Stabilising Manager(s) (if any):
Crédit Agricole Corporate and Investment Bank
33.
If non-syndicated, name and address of Not Applicable
Dealer:
34.
US Selling Restrictions:
Reg. S Compliance Category 2; TEFRA not applicable.

Signed on behalf of Pernod Ricard as Issuer:
By:
Duly authorised

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PART B
OTHER INFORMATION
1.
ADMISSION TO TRADING AND LISTING
(i)
Admission to trading and Application has been made by the Issuer (or on its behalf) for the
listing:
Notes to be listed and admitted to trading on Euronext Paris with
effect from 4 October 2021.

(ii)
Estimate of total expenses 6,875 euros
related to admission to
trading:
2.
RATINGS
Ratings:
The Notes to be issued have been rated:
S&P: BBB+
Moody's: Baa1
Standard & Poor's Ratings Services and Moody's Investors Service
LLC are established in the European Union and registered under
Regulation (EC) No 1060/2009 (the "EU CRA Regulation"), as
amended. As such, Standard & Poor's Ratings Services and
Moody's Investors Service LLC are included in the list of credit
rating agencies published by the European Securities and Markets
Authority on its website (http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs) in accordance with the EU CRA
Regulation.
S&P's BBB+ rating means that the Issuer has adequate capacity to
meet financial commitments, but subject to adverse economic
conditions.
Moody's Baa1 rating means that the Issuer is subject to moderate
credit risk.

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
4.
REASONS FOR THE OFFER
Reasons for the offer:
General financing purposes of the Issuer and its consolidated
subsidiaries including the refinancing of the 500,000,000 1.875
per cent. Notes due 2023 through the exercise of the make-whole
redemption option by the Issuer.
Estimated net proceeds:
489,665,000

5.
FIXED RATE NOTES ONLY ­ YIELD
Indication of yield:
0.343 per cent. per annum.

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6.
OPERATIONAL INFORMATION
(i)
ISIN Code:
FR0014005SC1
(ii)
Common Code:
239366228
(iii)
Depositaries:

(a)
Euroclear France to
Yes
act as Central
Depositary:
(b)
Common
No
Depositary for
Euroclear Bank and
Clearstream
Banking, société
anonyme:
(iv)
Any clearing system(s) other Not Applicable
than Euroclear France,
Euroclear Bank SA/NV and
Clearstream Banking société
anonyme and the relevant
identification number(s):
(v)
Delivery:
Delivery against payment
(vi)
Names and addresses of Société Générale 32, rue du Champ de Tir, 44308 Nantes Cedex 3
initial Paying Agents:
France

(vii)
Names and addresses of Not Applicable
additional Paying Agent(s) (if
any):


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Document Outline