Obligation Nestlé Financial International Ltd 1.25% ( XS1707075328 ) en EUR

Nestlé Financial International Ltd

100 % ▲

Suisse

XS1707075328 ( en EUR )

1.25% par an ( paiement annuel )

02/11/2029 - Obligation échue

Prospectus brochure de l'obligation Nestle' Finance International LTD XS1707075328 en EUR 1.25%, échue

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

L'Obligation émise par Nestlé Financial International Ltd ( Suisse ) , en EUR, avec le code ISIN XS1707075328, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 02/11/2029

CONFORMED COPY
Final Terms
Dated 26 October 2017
NESTLÉ FINANCE INTERNATIONAL LTD.
Issue of EUR 750,000,000 1.250 per cent. Notes due 2 November 2029 (the "Notes")
Guaranteed by Nestlé S.A.
under the Debt Issuance Programme
PART A CONTRACTUAL TERMS
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 19 May 2017 as supplemented by the
Supplementary Prospectus dated 25 August 2017, which together constitute a base prospectus
for the purposes of 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. A summary of the Notes (which comprises the summary in
the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these
Final Terms. The Prospectus and the Supplementary Prospectus are available for viewing on
the Nestlé Group's investor relations website, which can be found at
www.nestle.com/investors and are available on the website of the London Stock Exchange plc
at www.londonstockexchange.com/exchange/news/market-news-home.html.
The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including
by Directive 2010/73/EU), and any relevant implementing measure in a relevant Member
State of the European Economic Area.
1.
(a) Issuer:
Nestlé Finance International Ltd.

(b) Guarantor:
Nestlé S.A.
2.
(a) Series Number:
93

(b) Tranche Number:
1

(c) Date on which the
Not Applicable
Notes will be
consolidated and
form a single Series:
3.
Specified Currency:
Euros ("EUR")
4.
Aggregate Nominal

Amount:

(a) Series:
EUR 750,000,000

(b) Tranche:
EUR 750,000,000
5.
Issue Price:
99.547 per cent. of the Aggregate Nominal Amount

6.
(a) Specified
EUR 1,000
Denominations:

(b) Calculation
EUR 1,000
Amount:
7.
(a) Issue Date:
2 November 2017

(b) Interest
Issue Date
Commencement
Date:
8.
Maturity Date:
2 November 2029
9.
Interest Basis:
1.250 per cent. Fixed Rate
10. Redemption/Payment
Subject to any purchase and cancellation or early redemption,
Basis:
the Notes will be redeemed on the Maturity Date at 100 per
cent. of their nominal amount
11. Change of Interest Basis: Not Applicable
12. Put/Call Options:
Issuer Maturity Par Call Option
Issuer Make-Whole Call Option
(further particulars specified below in paragraphs 19 and 20)
13. (a) Status of the Notes: Senior

(b) Status of the
Senior
Guarantee:
14. Date Board approval for
15 May 2017 and 21 September 2017, respectively
issuance of Notes and
Guarantee obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note
Applicable
Provisions

(a) Rate(s) of Interest:
1.250 per cent. per annum payable in arrear on each Interest
Payment Date

(b) Interest Payment
2 November in each year from, and including, 2 November
Date(s):
2018, 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 London, in addition to a day on which
the TARGET2 System is open, with no adjustment for period
end dates

(c) Fixed Coupon
EUR 12.50 per Calculation Amount (applicable to the Notes
Amount(s):
in definitive form) and EUR 9,375,000 per Aggregate
Nominal Amount of the Notes (applicable to the Notes in
global form), payable on each Interest Payment Date

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(d) Broken Amount(s): Not Applicable

(e) Day Count Fraction: Actual/Actual (ICMA)

(f) Determination
2 November in each year
Date(s):
16. Floating Rate Note
Not Applicable
Provisions
17. Zero Coupon Note
Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
18. Issuer Call Option
Not Applicable
19. Issuer Maturity Par Call
Applicable
Option
20. Issuer Make-Whole Call
Applicable
Option

(a) Optional
At any time that is more than 90 days prior to the Maturity
Redemption
Date
Date(s):

(b) Optional
Special Redemption Amount
Redemption
Amount of each
Note:

(c) Specified Time for
Not Applicable
Special Redemption
Amount:

(d) Redemption
0.15 per cent.
Margin:

(e) If redeemable in

part:

(i)
Minimum
Not Applicable
Redemption
Amount:

(ii)
Maximum
Not Applicable
Redemption
Amount:

(f) Calculation Agent
Not Applicable
(if not the Agent)
(the "Calculation
Agent"):

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(g) Notice periods (if
Minimum period: Not Applicable
other than as set out
in the Conditions):
Maximum period: Not Applicable
21. Investor Put Option
Not Applicable
22. Final Redemption
EUR 1,000 per Calculation Amount
Amount:
23. Early Redemption

Amount

Early Redemption
EUR 1,000 per Calculation Amount
Amount(s) per
Calculation Amount
payable on redemption for
taxation reasons or on
event of default/or other
earlier redemption:
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.
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 19 May 2017).
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
No
to be attached to definitive
Notes:
28. Spot Rate (if different from Not Applicable
that set out in Condition
5(g)):

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29. Calculation Agent
Not Applicable
responsible for calculating
the Spot Rate for the
purposes of Condition 5(g)
(if not the Agent):
30. RMB Settlement Centre(s): Not Applicable

Signed on behalf of the Issuer:

By: BRUNO CHAZARD

Bruno Chazard
Duly authorised

By: STEVE FLAMMANG

Steve Flammang
Duly authorised

Page 5

Signed on behalf of the Guarantor:

By: LEE EDWARDS

Lee Edwards
Duly authorised

By: CLAUDIO MENGHI

Claudio Menghi
Duly authorised

Page 6

PART B OTHER INFORMATION
1.
LISTING

Listing and Admission to Application is expected to be made by the Issuer (or on its
Trading:
behalf) for the Notes to be admitted to trading on the
London Stock Exchange's Regulated Market and for
admission to the Official List of the UK Listing Authority
with effect from the Issue Date
2.
RATINGS
The Notes to be issued are not rated by S&P Global Ratings,
acting through S&P Global Ratings Italy S.R.L. and
Moody's Italia S.r.l.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
Save for any fees payable to the Joint Bookrunners, so far as the Issuer is aware, no person
involved in the issue of the Notes has an interest material to the offer. The Joint Bookrunners
and their affiliates may have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform other services for, the Issuer
and its affiliates in the ordinary course of business.
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 19
May 2017
(ii)
Estimated net proceeds: EUR 744,352,500 (following deduction of the Joint
Bookrunners' commission and concession)
(iii)
Estimated total
EUR 15,000 for legal, filing and miscellaneous expenses
expenses:
5.
YIELD (Fixed Rate Notes Only)
Indication of yield:
1.291 per cent. per annum
6.
HISTORIC INTEREST RATES (Floating Rate Notes Only)
Not Applicable
7.
OPERATIONAL INFORMATION
(i)
ISIN:
XS1707075328
(ii)
Common Code:
170707532
(iii) Any clearing system(s)
Not Applicable
other than Euroclear
Bank SA/NV,
Clearstream Banking
S.A. and the relevant
identification number(s):

Page 7

(iv) Delivery:
Delivery against payment
(v)
Names and addresses of
Not Applicable
additional Paying
Agent(s) (if any):
(vi) Intended to be held in a
Yes
manner which would
allow Eurosystem
Note that the designation "yes" means that the Notes are
eligibility
intended upon issue to be deposited with Euroclear Bank
SA/NV or Clearstream Banking S.A. as common safekeeper
and does not necessarily mean that the Notes will be
recognised as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem
either upon issue or at any or all times during their life. Such
recognition will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
8.
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If syndicated:

(A)
Names and
BNP Paribas
addresses of Joint
10 Harewood Avenue
Bookrunners / relevant
London NW1 6AA
Dealer and underwriting
Underwriting Commitment: EUR 131,250,000
commitments:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Underwriting Commitment: EUR 131,250,000
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
Underwriting Commitment: EUR 131,250,000
Société Générale
10 Bishops Square
London E1 6EG
Underwriting Commitment: EUR 131,250,000
(each an "Active Bookrunner" and together, the "Active
Bookrunners")
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Underwriting Commitment: EUR 56,250,000

Page 8

HSBC Bank plc
8 Canada Square
London E14 5HQ
Underwriting Commitment: EUR 56,250,000
ING Bank N.V.
Foppingadreef 7
1102 BD Amsterdam
The Netherlands
Underwriting Commitment: EUR 56,250,000
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
Underwriting Commitment: EUR 56,250,000
(each a "Passive Bookrunner" and together, the "Passive
Bookrunners", and together with the Active Bookrunners,
the "Joint Bookrunners" and each a "Joint Bookrunner")

(B)
Date of the Letter 26 October 2017
for a Syndicated Note
Issue

(C)
Stabilising
Not Applicable
Manager(s) (if any):
(iii) If non-syndicated, name
Not Applicable
and address of Dealer:
(iv) Total commission and 0.3 per cent. of the Aggregate Nominal Amount
concession:
(v)
U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
(vi) The Netherlands Selling Applicable
Restrictions
(Article
5:20(5) Dutch Financial
Supervision Act (Wet op
het financieel toezicht)):
(vii) Public Offer where there Applicable - see paragraph 9 below.
is no exemption from the
obligation under the
Prospectus Directive to
publish a Prospectus:
9.
TERMS AND CONDITIONS OF THE PUBLIC OFFER
An offer of the Notes may be made by each of the Joint Bookrunners and any placers
(authorised directly or indirectly by the Issuer or any of the Joint Bookrunners), other than
pursuant to Article 3(2) of the Prospectus Directive, in each of Austria, Belgium, Germany,
Luxembourg and the Netherlands (together with the United Kingdom, the "Public Offer
Jurisdictions") during the Offer Period (as defined below).

Page 9

The above consent is subject to the following conditions:
(a)
the only Offerors authorised to use the Issuer's Base Prospectus to make the Public
Offer of the Notes are the Joint Bookrunners; and
(b)
any financial intermediary which is authorised to make such offers under the Markets
in Financial Instruments Directive 2004/39/EC and which has been duly appointed,
directly or indirectly, by the Issuer to make such offers, provided that such financial
intermediary states on its website (I) that it has been duly appointed as a financial
intermediary to offer the Notes during the Offer Period, (II) it is relying on the Issuer's
Base Prospectus for such Public Offer with the consent of the Issuer, and (III) the
conditions attached to that consent (the "Placers").
(i)
Offer Period:
From the date of and following publication of these Final
Terms being 26 October 2017 to 2 November 2017
(ii)
Offer Price:
The Issuer has offered and will sell the Notes to the Joint
Bookrunners (and no one else) at the Issue Price of 99.547
per cent. less a total commission and concession of 0.3 per
cent. of the Aggregate Nominal Amount of the Notes. Joint
Bookrunners and Placers will offer and sell the Notes to their
customers in accordance with arrangements in place between
each such Joint Bookrunner and its customers (including
Placers) or each such Placer and its customers by reference
to the Issue Price and market conditions prevailing at the
time
(iii)
Conditions to which the Offers of the Notes are conditional on their issue and are
offer is subject:
subject to such conditions as are set out in the Letter for a
Syndicated Note Issue dated 26 October 2017. As between
Joint Bookrunners and their customers (including Placers) or
between Placers and their customers, offers of the Notes are
further subject to such conditions as may be agreed between
them and/or as is specified in the arrangements in place
between them
(iv)
Description of the
A prospective Noteholder will purchase the Notes in
application process:
accordance with the arrangements in place between the
relevant Joint Bookrunner and its customers or the relevant
Placer and its customers, relating to the purchase of
securities generally. Noteholders (other than Joint
Bookrunners) will not enter into any contractual
arrangements directly with the Issuer in connection with the
offer or purchase of the Notes
(v)
Description of
Not Applicable
possibility to reduce
subscriptions and the
manner for refunding
excess amount paid by
applicants:

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