Obligation Pernod-Ricard SA 1.375% ( FR0014009L57 ) en EUR

Pernod-Ricard SA

100 % ⇌

France

FR0014009L57 ( en EUR )

1.375% par an ( paiement annuel )

07/04/2029 - Obligation échue

Prospectus brochure de l'obligation Pernod-Ricard S.A FR0014009L57 en EUR 1.375%, échue

100 000 EUR

750 000 000 EUR

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 FR0014009L57, paye un coupon de 1.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/04/2029

Prospectus dated 5 April 2022

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

750,000,000 1.375 per cent. Sustainability-Linked Notes due 7 April 2029
Issue Price: 98.763 per cent.

The 750,000,000 aggregate principal amount of 1.375 per cent. Sustainability-Linked Notes due 7 April 2029 (the "Notes") of
Pernod Ricard (the "Issuer") will be issued on 7 April 2022 (the "Issue Date") in the denomination of 100,000 each.
Each Note will bear interest on its outstanding principal amount from (and including) the Issue Date to (but excluding) 7 April
2029 (the "Maturity Date") at a fixed rate of 1.375 per cent. per annum (the "Original Rate of Interest"), as adjusted as the case
may be pursuant to Condition 4 (Interest) of the Terms and Conditions of the Notes, payable annually in arrear on 7 April in each
year and commencing on 7 April 2023, as further described under "Terms and Conditions of the Notes Interest".
If a Sustainability Trigger Event has occurred as at the Target Observation Date (each term as defined in Condition 4.2 (Interest
rate adjustment upon the occurrence of a Sustainability Trigger Event) of the Terms and Conditions of the Notes), the rate of
interest payable as from the Interest Step-Up Date (as defined in Condition 4.2 (Interest rate adjustment upon the occurrence of a
Sustainability Trigger Event) of the Terms and Conditions of the Notes) will be increased by the Interest Step-Up Margin, until
the redemption in full of the Notes, all as more fully described in Condition 4.2 (Interest rate adjustment upon the occurrence of
a Sustainability Trigger Event) of the Terms and Conditions of the Notes. Investors should have regard to the section "Description
of the Issuer's Sustainability Performance Targets", which describes the basis on which the Issuer and the External Verifier will
assess whether the Sustainability Performance Targets have been met.
The Issuer may, at its option, (i) from (and including) 7 January 2029 (being the Pre-Maturity Call Option Start Date as defined in
Condition 6.3.1) to (but excluding) the Maturity Date (as defined below), redeem the Notes outstanding on any such date, in whole
(but not in part), at their outstanding principal amount plus accrued and unpaid interest, as described under "Terms and Conditions
of the Notes Redemption and Purchase Redemption at the Option of the Issuer Pre-Maturity Call Option", (ii) at any time
and from time to time redeem the Notes, in whole or in part, prior to the Pre-Maturity Call Option Start Date and in accordance
with the provisions set out under "Terms and Conditions of the Notes Redemption and Purchase Redemption at the Option of
the Issuer Make-Whole Call Option" and (iii) prior to the Maturity Date, redeem the Notes, in whole (but not in part), at their
outstanding principal amount plus accrued and unpaid interest, if 75 per cent. of the Notes have been redeemed or purchased and
cancelled, in accordance with the provisions set out under "Terms and Conditions of the 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
their outstanding principal amount plus accrued and unpaid interest in the event of certain tax changes, as further described under
"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 outstanding
principal amount plus accrued and unpaid interest, as further described under "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 outstanding principal amount on their
Maturity Date.
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 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 et seq. and R.211-1 et seq. 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
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books of Euroclear France, which shall credit the accounts of the Account Holders, as set out under "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 Global Ratings 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 Global Ratings
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 Global Ratings and Moody's Investors Service are established in the European
Union 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.
Standard & Poor's Global Ratings and Moody's Investors Service are not established in the United Kingdom and are not registered
in accordance with Regulation (EC) No. 1060/2009 as it forms part of UK domestic law by virtue of the EUWA (the "UK CRA
Regulation"). The ratings of the Notes have been endorsed by S&P Global Ratings UK Limited and Moody's Investors Service
Ltd., respectively, in accordance with UK CRA Regulation and have not been withdrawn. As such, the ratings issued by each of
Standard & Poor's Global Ratings and Moody's Investors Service may be used for regulatory purposes in the United Kingdom in
accordance with the UK CRA Regulation.
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 "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).
SOLE SUSTAINABILITY-LINKED STRUCTURING ADVISOR
NATIXIS
ACTIVE JOINT LEAD MANAGERS
BARCLAYS
BNP PARIBAS
DEUTSCHE BANK
HSBC
NATIXIS
SOCIETE GENERALE
CORPORATE & INVESTMENT BANKING
PASSIVE JOINT LEAD MANAGERS
CIC MARKET SOLUTIONS
J.P. MORGAN
MORGAN STANLEY
SEB
WELLS FARGO SECURITIES

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This Prospectus comprises a prospectus for the purposes of Regulation (EU) No. 2017/1129, as amended (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 "Risk
Factors" 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
and the offer or sale of Notes in the EEA, the United States, the United Kingdom, France, the Republic of Italy and
Singapore (see section "Subscription and Sale").
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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.
MIFID
II
PRODUCT
GOVERNANCE
/
PROFESSIONAL
INVESTORS
AND
ELIGIBLE
COUNTERPARTIES 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 the European Securities and Markets Authority ("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, "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.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA ("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 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 MiFID II or (ii) a customer within the meaning
of Directive (EU) 2016/97 (as amended or superseded, 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. 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 (as defined above) in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making them available to any such retail
investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM ("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 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 UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations
made under the FSMA to implement the Insurance Distribution Directive, 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 UK
domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of UK 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 In connection with Section 309B of the Securities
and Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), 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).
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:
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(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 (including, but not limited to, the sustainability performance
target interest rate step-up mechanism described in the Terms and Conditions 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 (including, but not limited to, the sustainability performance target interest rate step-up
mechanism described in the Terms and Conditions of the Notes) 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 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 the section "Subscription and Sale") 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
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financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
Notes issued as "Sustainability-Linked Bonds"
There is no legal, regulatory or market definition of or standardized criteria for what constitutes a
"sustainability-linked", "Climate KPI-linked", "ESG-linked" or other equivalently labelled finance
instrument
There is currently no clear definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes,
a "sustainability-linked", a "Climate KPI-linked", "ESG-linked" or an equivalently labelled financial instrument.
Legislative and non-governmental developments in respect of sustainable finance are numerous and continue to
evolve, and such legislation, taxonomies, standards or other investment criteria or guidelines with which such investor
or its investments are required to comply, whether by any present or future applicable laws or regulations or by its
own by-laws or investment portfolio mandates, in particular with regard to the climate KPI-linked or sustainability-
linked objectives, may determine that the Notes do not qualify under such legislation, taxonomy, standard or other
investment criteria.
The Notes will not be included in any dedicated sustainability-linked or other equivalently-labelled index or
segment of a stock exchange or securities market, and any such inclusion may cease at any time
The Notes will not be included in any dedicated sustainability-linked bond, ESG-related securities or other
equivalently-labelled index. Additionally, even if the Notes were included in any such index or were, or were intended
to be, listed, or admitted to trading on a dedicated "green", "sustainable", "social" or other equivalently-labelled
segment of a stock exchange or securities market, no representation or assurance is given by the Joint Lead Managers
or the Issuer that such inclusion, listing or admission will be obtained or maintained for the lifetime of the Notes.
Inclusion, listing or admission therein may cease at any time due to action by the index provider, the stock exchange
or securities market or the Group, including upon the occurrence of an interest step-up following the non-achievement
of any Sustainability Performance Target.
Second Party Opinions, SPO Provider and External Verifier
For the issue of the Notes, the Issuer has requested, and may request in the future, a provider of second party opinions
(the "SPO Provider") to issue a second party opinion (the "Second Party Opinion") or a revised Second Party
Opinion in relation to the Issuer's sustainability-linked financing framework (the "Sustainability-Linked Financing
Framework"). The Second Party Opinion provides an opinion on certain environmental and related considerations
and is not intended to address any credit, market or other aspects of an investment in any Notes, including without
limitation market price, marketability, investor preference or suitability of any security. The Second Party Opinion is
a statement of opinion, not a statement of fact. As at the date of this Prospectus, the providers of such opinion and
certifications are not subject to any specific regulatory or other regime or oversight. In addition, the Issuer may also
engage one or more external verifier to carry out the relevant assessments required for the purposes of providing an
Assurance Report and an SPT Verification Assurance Certificate (each as defined in Condition 4.2.3 (Reporting of
Sustainability Performance Targets) of the Terms and Conditions of the Notes) (the "External Verifier"). Any
Second Party Opinion, any Assurance Report and any SPT Verification Assurance Certificate will be accessible
through the Issuer's website by clicking here. However, any information on, or accessible through, such website and
the information in such Second Party Opinion or any past or future Assurance Report or SPT Verification Assurance
Certificate do not form part of this Prospectus and should not be relied upon in connection with making any investment
decision with respect to the Notes. In addition, no assurance or representation is given by the Issuer, nor any
other member of the Group, the Joint Lead Managers, the SPO Provider or any External Verifier as to the
suitability or reliability for any purpose whatsoever of any opinion, report or certification of any third party
in connection with the offering of the Notes. The Noteholders have no recourse against the Issuer, any member
of the Group or the Joint Lead Managers for the contents of any such opinion, certification or verification.
Any such opinion, report or certification and any other document related thereto is not, nor shall it be deemed
to be, incorporated in and/or form part of this Prospectus

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CONTENTS

Page
RISK FACTORS .......................................................................................................................................................... 8
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................. 14
TERMS AND CONDITIONS OF THE NOTES ....................................................................................................... 19
USE OF PROCEEDS AND ESTIMATED NET AMOUNT ..................................................................................... 35
DESCRIPTION OF THE ISSUER ............................................................................................................................. 36
DESCRIPTION OF THE ISSUER'S SUSTAINABILITY PERFORMANCE TARGETS ....................................... 37
RECENT DEVELOPMENTS .................................................................................................................................... 41
SUBSCRIPTION AND SALE ................................................................................................................................... 42
GENERAL INFORMATION ..................................................................................................................................... 46
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS....................................... 50

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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) and reach their own views prior to making any investment decision.
In accordance with the provisions of Article 16 of the Prospectus Regulation, the risk factors have been presented in
a limited number of categories depending on their nature. The risks which the Issuer considers to be the most material
are set out first in each category, with the remaining risk factors in each category set out in descending order of
materiality (and in no particular order of importance between categories).
References in this section "Risk Factors" to other defined terms are to the terms as defined in the Terms and
Conditions of the Notes. Words and expressions defined in the other sections of this Prospectus shall have the same
meaning in this section.
1. RISK FACTORS RELATING TO THE ISSUER
The risk factors relating to the Issuer are limited to those that are specific to the Issuer and material to an informed
investor's decision to invest in the Notes. In assessing the materiality of each risk, the Issuer has considered their
potential impact and the potentiality of their occurrence taking into account the control measures to limit the impact
and the probability of such risks on the Issuer.
The risks relating to the Issuer are set out on pages 100 to 103, 149 to 171, 222 to 223 and 233 to 234 of the 2021
Universal Registration Document (as defined in the section "Documents Incorporated by Reference") and include the
following:
·
Risks relating to business activities (including risks relating to geopolitical and macroeconomic instability,
pressure on prices and margins, cyberattack, fast changing consumer behaviors, talent management, negative
media coverage, supply chain disruptions, S&R strategy and fraud);
·
Industrial and environmental risks (including, loss of major site/strategic inventory, toxic contamination,
climate change and environmental damage, product quality issues and health and safety risk);
·
Legal and regulatory risks (including regulatory changes (business ethics, taxes and levies), anti-alcohol
environment and regulations, counterfeiting/IP rights and major litigation); and
·
Financial risks (including FX, interest rate and credit and pensions).
2. RISK FACTORS RELATING TO THE NOTES
Factors which the Issuer believes are specific to the Notes and material for an informed investment decision with
respect to investing in the Notes are described below.
2.1 Economic and Legal Risks relating to the Notes
Credit risk of the Issuer
As contemplated in Condition 2 (Status of the Notes) 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
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credit risk on the Issuer. The market value of the Notes will depend on the creditworthiness of the Issuer (which may
be impacted by the risks related to the Issuer as described above). As at the date of this Prospectus, the Issuer has
been assigned a long-term issuer rating of BBB+ by Standard & Poor's Global Ratings and Baa1 by Moody's Investors
Service. If the creditworthiness of the Issuer deteriorates, 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 they 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 Global Ratings and
Baa1 (with stable outlook) by Moody's Investors Service and any negative change in the creditworthiness of the Issuer
could negatively affect the trading price for the Notes and hence Noteholders may lose part of their investment.
French insolvency law
The Issuer is a société anonyme with its registered office in France. In the event that the Issuer becomes insolvent,
insolvency proceedings will be generally governed by the insolvency laws of France to the extent that the "centre of
main interests" (as construed under Regulation (EU) 2015/848, as amended) of the Issuer is located in France (which
is the case today).
According to French insolvency law (as in effect from 1 October 2021, following the implementation of Directive
(EU) 2019/1023 by Ordonnance 2021-1193 dated 15 September 2021), "affected parties" (including notably
creditors, and therefore the Noteholders) may 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 that reflect a sufficient commonality of economic interest based on objective
and ascertainable criteria. Noteholders will no longer deliberate on the proposed restructuring plan(s) in a separate
assembly, meaning that they will no longer benefit from a specific veto power on the proposed plan(s). Instead, as
any other affected parties, the Noteholders will be grouped into classes of affected parties (with potentially other
creditors) and their dissenting vote may possibly be overridden through the positive vote of the class(s) to which they
belong or by a cross-class cram down sanctioned by the court. Although likely that Noteholders would be grouped
within the same class for the purpose of proceedings affecting the Issuer, it cannot entirely be ruled out that
Noteholders would be grouped into different classes based on objective and ascertainable criteria that would then
prevail.
The commencement of insolvency proceedings against the Issuer would have a material adverse effect on the market
value of the Notes. As a consequence, any decisions taken by a class of affected parties 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. Noteholders 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
The secondary market for debt securities is influenced by economic and market conditions and, to varying degrees,
interest rates, currency exchange rates and inflation rates in other European and other industrialised countries. Events
in France, Europe or elsewhere may cause market volatility or such volatility may adversely affect the price of the
Notes or economic and market conditions may have other adverse effect.
Although the Notes are expected to be admitted to trading on Euronext Paris as from the Issue Date, the Notes may
not be admitted or an active market may not develop.
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The yield of the Notes is 1.563 per cent. per annum and is calculated on the basis of the issue price of the Notes and
assuming that no Interest Step-Up is applicable in accordance with Condition 4.2 (Interest rate adjustment upon the
occurrence of a Sustainability Trigger Event). However, Noteholders may not be able to sell their Notes in the
secondary market (in which case the market or trading price and liquidity may be adversely affected) or may not be
able to sell their Notes at prices that will provide them with a yield comparable to similar investments that have a
developed secondary market. Hence, Noteholders may receive a lower yield than anticipated at the time of the issue.
Interest rate risks
Each Note bears interest on its outstanding principal amount, from (and including) the Issue Date, at the rate of 1.375
per cent. per annum, subject to being increased pursuant to Condition 4.2 (Interest rate adjustment upon the
occurrence of a Sustainability Trigger Event), payable annually in arrear on 7 April in each year in accordance with
Condition 4 (Interest) of the Terms and Conditions of the Notes.
Investment in the Notes involves the risk that subsequent changes in market interest rates may affect the value and
the yield of the Notes and Noteholders may receive lower return on the Notes than anticipated at the time of the issue.
2.2 Risks related to the particular features of the Notes
Risks that may result from the structure of the financial incentives of the Notes
As provided in Condition 4.2 (Interest rate adjustment upon the occurrence of a Sustainability Trigger Event) of the
Terms and Conditions of the Notes, an Interest Step-Up will apply to the Notes upon the occurrence of a Sustainability
Trigger Event. A Sustainability Trigger Event may occur if the Group fails to satisfy any Sustainability Performance
Target on the Target Observation Date.
Although the Original Rate of Interest is subject to an upward adjustment if a Sustainability Trigger Event occurs, the
Notes may not satisfy a Noteholder's requirements or any future legal or quasi legal standards for investment in assets
with sustainability characteristics. In particular, the Notes are not being marketed as "green bonds", "social bonds" or
"sustainable bonds" as the net proceeds of the issue of the Notes will be used for the Issuer's general corporate
purposes. The Issuer does not commit to (i) allocate all or any part of the net proceeds specifically to projects or
business activities meeting sustainability criteria or (ii) be subject to any other limitations or requirements that may
be associated with green bonds, social bonds or sustainability bonds in any particular market. In this context, there
may be adverse environmental, social and/or other impacts resulting from the Group's efforts to achieve the
Sustainability Performance Targets or from the use of the net proceeds from the offering of the Notes.
In addition, the interest rate adjustment as contemplated by Condition 4.2 (Interest rate adjustment upon the
occurrence of a Sustainability Trigger Event) of the Terms and Conditions of the Notes will depend on the Group
achieving, or not achieving, the Sustainability Performance Targets which may be inconsistent with or insufficient to
satisfy Noteholder's requirements or expectations. The Group's Sustainability Performance Targets are aimed at (a)
reducing the absolute greenhouse gas emissions (Scope 1 and Scope 2) of the Group and (b) reducing the water
consumption of the distilleries of the Group as further described in the section "Description of the Issuer's
Sustainability Performance Targets" of this Prospectus. The Issuer has not obtained a third-party analysis of the
definition of the Water Consumption KPI or how such definition and the related Water Consumption Sustainability
Performance Target relate to any sustainability-related standards. The Group's Sustainability Performance Targets are
therefore uniquely tailored to the Group's business, operations and capabilities, and they do not easily lend themselves
to benchmarking against similar sustainability performance targets, and the related performance, of other issuers.
In addition, any future investments the Issuer makes in furtherance of the Sustainability Performance Targets may
not meet Noteholder's expectations or any binding or non-binding legal standards regarding sustainability
performance, whether by any present or future applicable law or regulations or by its own by-laws or other governing
rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental, sustainability
or social impact.
Achieving the Sustainability Performance Targets or any similar sustainability performance target will require the
Issuer to expend significant resources, while not meeting such target would result in increased interest payments and
could expose the Issuer to reputational risks
As described in Condition 4.2 (Interest rate adjustment upon the occurrence of a Sustainability Trigger Event) of the
Terms and Conditions of the Notes and as further described in the section entitled "Description of the Issuer's
Sustainability Performance Targets" of this Prospectus and in the Sustainability-Linked Financing Framework,
achieving the Sustainability Performance Targets will require the Group to (i) reduce the Group's GHG emissions
(Scopes 1 and 2) by at least 26 per cent. by the Target Observation Date as compared to the 2018 Base Year and (ii)
reduce the water consumption by at least 12.5 per cent. by the Target Observation Date as compared to the 2018 Base
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