Obligation Nestlé Financial International Ltd 1.25% ( XS0925668625 ) en EUR

Nestlé Financial International Ltd

100 % ⇌

Suisse

XS0925668625 ( en EUR )

1.25% par an ( paiement annuel )

03/05/2020 - Obligation échue

Prospectus brochure de l'obligation Nestlé Finance International Ltd XS0925668625 en EUR 1.25%, échue

1 000 EUR

500 000 000 EUR

Nestlé Finance International Ltd. est une filiale de Nestlé S.A. gérant les activités financières internationales du groupe, incluant la trésorerie, le financement et les investissements.

L'Obligation émise par Nestlé Financial International Ltd ( Suisse ) , en EUR, avec le code ISIN XS0925668625, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/05/2020

CONFORMED COPY
Final Terms

Dated 30 April 2013
NESTLÉ FINANCE INTERNATIONAL LTD.
Issue of EUR 500,000,000 1.250 per cent. Notes due 4 May 2020 (the Notes)
Guaranteed by Nestlé S.A.
under the Debt Issuance Programme

PART A CONTRACTUAL TERMS

The Prospectus dated 10 May 2012 as supplemented from time to time referred to
below (as completed by these Final Terms) has been prepared on the basis that, except
as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive
(2003/71/EC) as amended (which includes the amendments made by Directive
2010/73/EU to the extent that such amendments have been implemented in a Member
State) (each, a "Relevant Member State") will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of the Notes. Accordingly, any person
making or intending to make an offer of the Notes may only do so in:
(i)
circumstances in which no obligation arises for the Issuer or any Dealer or
Bookrunner to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case in relation to such offer; or
(ii)
those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below,
provided such person is one of the persons mentioned in Paragraph 10 of Part B
below and that such offer is made during the Offer Period specified for such
purposes therein.
Neither the Issuer nor any Dealer or Bookrunner has authorised, nor do they authorise,
the making of any offer of Notes in any other circumstances.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms
and Conditions set forth in the Prospectus dated 10 May 2012 as supplemented by the
Supplementary Prospectuses dated 10 August 2012, 24 August 2012, 14 February
2013 and 28 March 2013 which together constitute a base prospectus for the purposes
of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This
document constitutes the Final Terms of the Notes described herein for the purposes of
Article 5.4 of the Prospectus Directive and must be read in conjunction with the
Prospectus as so supplemented including documents incorporated by reference. Full
information on the Issuer, the Guarantor and the offer of the Notes is only available on
the basis of the combination of these Final Terms and the Prospectus as so
supplemented. The Prospectus and the Supplementary Prospectuses are available for
viewing on the Nestlé Group's investor relations website, which can be found at
www.nestle.com/investors and is available on the website of the London Stock
Exchange plc at www.londonstockexchange.com/exchange/news/market-news/market-
news-home.html.

1. (a)
Issuer:
Nestlé Finance International Ltd.
(b)
Guarantor:
Nestlé S.A.
2. (a)
Series Number:
71
(b)
Tranche Number:
1
3. Specified Currency or
Euro ("EUR")
Currencies:
4. Aggregate Nominal Amount:
(a)
Series:
EUR 500,000,000
(b)
Tranche:
EUR 500,000,000
5. Issue Price:
99.953 per cent. of the Aggregate Nominal
Amount
6. (a)
Specified
EUR 1,000
Denominations:
(b)
Calculation Amount:
EUR 1,000
7. (a)
Issue Date:
2 May 2013
(b)
Interest
Issue Date
Commencement
Date:
8. Maturity Date:
4 May 2020
9. Interest Basis:
1.250 per cent. Fixed Rate (further particulars
specified below)
10. Redemption/Payment Basis:
Redemption at par
11. Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
12. Put/Call Options:
Not Applicable
13. (a)
Status of the Notes
Senior
(b)
Status of the
Senior
Guarantee:

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(c)
Date Board approval
5 April 2012 and 13 February 2013, respectively
for issuance of Notes
and Guarantee
obtained
14. Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions
Applicable
(a)
Rate(s) of Interest:
1.250 per cent. per annum payable annually in
arrear on each Interest Payment Date. The first
Fixed Interest Period shall be the period
commencing on, and including, the Interest
Commencement Date and ending on, but
excluding, 4 May 2014 (long first coupon)
(b)
Interest Payment
4 May in each year from and including 4 May
Date(s):
2014 up to, and including, the Maturity Date
adjusted in accordance with the Following
Business Day Convention, with the Additional
Business Centres for the definition of "Business
Day" being, in addition to a day on which the
TARGET2 System is open, London and Zurich,
with no adjustment for period end dates.
(c)
Fixed Coupon
EUR 12.50 per Calculation Amount (applicable
Amount(s):
to the Notes in definitive form) and EUR
6,250,000 per Aggregate Nominal Amount of
the Notes (applicable to the Notes in global
form), payable on each Interest Payment Date,
except for the amount of interest payable on the
first Interest Payment Date falling on 4 May
2014
(d)
Broken Amount(s):
EUR 12.57 per Calculation Amount (applicable
to the Notes in definitive form) and EUR
6,284,246.58 per Aggregate Nominal Amount
of the Notes (applicable to the Notes in global
form), payable on the first Interest Payment
Date falling on 4 May 2014
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination
4 May in each year other than the first year
Date(s):
where the first Determination Date is 2 May
2013

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(g)
Other terms relating
Not Applicable
to the method of
calculating interest
for Fixed Rate Notes:
16. Floating Rate Note
Not Applicable
Provisions
17. Zero Coupon Note
Not Applicable
Provisions
18. Index Linked Interest Note
Not Applicable
Provisions
19. Dual Currency Interest Note
Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
20. Issuer Call
Not Applicable
21. Investor Put
Not Applicable
22. Final Redemption Amount:
EUR 1,000 per Calculation Amount
In cases where the Final
Not Applicable
Redemption Amount is Index
Linked or other variable-
linked:
23. Early Redemption Amount:

Early Redemption Amount
EUR 1,000 per Calculation Amount
payable on redemption for
taxation reasons or on event
of default and/or the method
of calculating the same (if
required or if different from
that set out in Condition
6(g)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes:
Temporary Global Note exchangeable for a
Permanent Global Note on and after the
Exchange Date.

Page 4

The Permanent Global Note is exchangeable in
whole, but not in part, for Definitive Notes (a) at
the request of the Issuer; and/or (b) (free of
charge) upon the occurrence of an Exchange
Event (as described in "Form of the Notes" in
the Prospectus dated 10 May 2012).

Notes shall not be physically delivered in
Belgium, except to a clearing system, a
depository or other institution for the purpose of
their immobilisation in accordance with Article
4 of the Belgian Law of 14 December 2005.
25. New Global Note:
Yes
26. Additional Financial
Not Applicable
Centre(s) or other special
provisions relating to
Payment Days:
27. Talons for future Coupons or
No
Receipts to be attached to
Definitive Notes (and dates
on which such Talons
mature):
28. Details relating to Partly Paid Not Applicable
Notes: amount of each
payment comprising the
Issue Price and date on which
each payment is to be made
and consequences of failure
to pay, including any right of
the Issuer to forfeit the Notes
and interest due on late
payment:
29. Details relating to Instalment
Not Applicable
Notes:
30. Redenomination and
Not Applicable
Renominalisation:
31. Other terms or special
Not Applicable
conditions:
32. Swiss Notes:
Not Applicable

Page 5

DISTRIBUTION

33. (a)
If syndicated, names
Banco Santander, S.A.
and addresses of
Ciudad Grupo Santander
Bookrunners and
Avda. Cantabria S/N Edificio Encinar
underwriting
28660 Boadilla del Monte
commitments:
Madrid-España
Underwriting Commitment: EUR 53,750,000

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Underwriting Commitment: EUR 53,750,000

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
Underwriting Commitment: EUR 53,750,000

Société Générale
Tours Société Générale
17, cours Valmy
92987 Paris La Défense Cedex
France
Underwriting Commitment: EUR 53,750,000

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Underwriting Commitment: EUR 28,500,000

BNP Paribas
10 Harewood Avenue
London NW1 6AA
Underwriting Commitment: EUR 28,500,000

Credit Suisse Securities (Europe) Limited
One Cabot Square
Canary Wharf
London E14 4QJ
Underwriting Commitment: EUR 28,500,000

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Underwriting Commitment: EUR 28,500,000

Page 6

Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Underwriting Commitment: EUR 28,500,000

HSBC Bank plc
8 Canada Square
London E14 5HQ
Underwriting Commitment: EUR 28,500,000

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
Underwriting Commitment: EUR 28,500,000

Mitsubishi UFJ Securities International plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
Underwriting Commitment: EUR 28,500,000

The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
Underwriting Commitment: EUR 28,500,000

UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Underwriting Commitment: EUR 28,500,000
(b)
Date of Syndication
30 April 2013
Agreement:
(c)
Stabilising
Citigroup Global Markets Limited
Bookrunner (if any):
34. If non-syndicated, name and
Not Applicable
address of relevant Dealer:
35. Total commission and
0.275 per cent. of the Aggregate Nominal
concession:
Amount
36. U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
37. Non-exempt Offer:
Applicable see Paragraph 10 of Part B below
38. Additional selling
Not Applicable
restrictions:
39. Spot Rate (if different from
Not Applicable
that set out in Condition
5(h)):

Page 7

40. Calculation Agent
Not Applicable
responsible for calculating
the Spot Rate (if not the
Agent):

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and public offer in the
Public Offer Jurisdictions and admission to trading on the London Stock Exchange's
regulated market and for listing on the official list of the UK Listing Authority of the
Notes described herein pursuant to the Debt Issuance Programme of the Issuer.
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in
these Final Terms in connection with the issue of EUR 500,000,000 1.250 per cent.
Notes due 4 May 2020.

Signed on behalf of the Issuer:

Signed on behalf of the Guarantor:

By: SASKIA DEKNOCK

By: JEAN-MARC WÄLTI
Saskia Deknock

Jean-Marc Wälti

Duly authorised

Duly authorised

By: PHILIPPE KNEIPE

By: CLAUDIO MENGHI
Philippe Kneipe

Claudio Menghi
Duly authorised

Duly authorised

Page 8

PART B OTHER INFORMATION
1.
LISTING

Application is expected to be made by
the Issuer (or on its behalf) for the Notes
to be admitted to trading on the London
Stock Exchange's regulated market and
for listing on the official list of the UK
Listing Authority with effect from the
London Stock Exchange business day
following the Issue Date.
2.
RATINGS

The Issuer has not applied to Moody's
France SAS ("Moody's") or Standard &
Poor's Credit Market Services France
SAS ("S&P")for ratings to be assigned
to the Notes to be issued.

Ratings allocated to notes of this type
issued
under
the
Debt
Issuance
Programme generally are:

S&P: AA (stable)
An obligation rated `AA (stable)' by
S&P differs from the highest-rated
obligations only to a small degree. The
obligor's capacity to meet its financial
commitment on the obligation is very
strong. The reference "(stable)" means
that the outlook for the rating is stable.

Moody's: Aa2 (stable)
An obligation rated 'Aa' by Moody's is
judged to be of high quality and subject
to very low credit risk. The modifier '2'
indicates that the obligation ranks in the
mid-range of its generic rating category.
The reference "(stable)" means that the
outlook for the rating is stable.

A
security
rating
is
not
a
recommendation to buy, sell or hold
securities and may be subject to
suspension, change or withdrawal at
any time by the relevant rating agency.

The meanings of ratings may be found
on the websites of the rating agencies
(www.standardandpoors.com
and
www.moodys.com) and may be updated
by the rating agencies from time to time.
The
meanings
above
have
been
extracted from the websites of the rating

Page 9

agencies as of the date hereof and have
been reproduced by the Issuer in these
Final Terms.

Each of S&P and Moody's is established
in the European Community and is
registered under Regulation (EC) No
1060/2009 (as amended) (the CRA
Regulation). As such S&P and Moody's
is included in the list of credit ratings
agencies published by the European
Securities
and
Markets
Authority
(ESMA) on its website in accordance
with such Regulation. The list of credit
rating agencies registered and certified
in accordance with the CRA Regulation
published by ESMA) on its website in
accordance with the CRA Regulation is
not conclusive evidence of the status of
the relevant rating agency included in
such list, as there may be delays
between certain supervisory measures
being taken against a relevant rating
agency and the publication of the
updated ESMA list.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN
THE ISSUE
Save for any fees payable to the Bookrunners, so far as the Issuer is aware, no person
involved in the issue of the Notes has an interest material to the offer.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND
TOTAL EXPENSES
(i)
Reasons for the Offer:
As set out in "Use of Proceeds" in the
Prospectus dated 10 May 2012.
(ii) Estimated net proceeds:
EUR 498,390,000 (following deduction
of the Bookrunners' commission and
concession).
(iii) Estimated total expenses:
EUR 40,000 for legal, filing and
miscellaneous expenses.
5.
YIELD (Fixed Rate Notes
Only)
Indication of yield:
1.257 per cent. annually

Calculated as the yield to maturity
(Actual/Actual (ICMA) annually) on the
Issue Date.

Page 10