Obligation Eurofins Analytique 2.875% ( XS2051471105 ) en EUR

Eurofins Analytique

100 % ⇌

France

XS2051471105 ( en EUR )

2.875% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Eurofins Scientific XS2051471105 en EUR 2.875%, échéance Perpétuelle

11/09/2026 ( Dans 214 jours )

Eurofins Scientific est une société internationale de services d'analyses bioanalytiques, fournissant des tests et des services d'inspection et de certification à divers secteurs, notamment la pharmaceutique, l'agroalimentaire, l'environnement et le diagnostic médical.

L'Obligation émise par Eurofins Analytique ( France ) , en EUR, avec le code ISIN XS2051471105, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS DATED 9 SEPTEMBER 2019

EUROFINS SCIENTIFIC S.E.
(a société européenne established under the laws of Luxembourg with its registered office at 23, Val
Fleuri, L-1526, Luxembourg and registered with the Register of Commerce and Companies of
Luxembourg under number B 167.775) (the "Issuer")
300,000,000 Undated 3 Year Non-Call Deeply Subordinated Fixed to Floating Rate Bonds (the
"Bonds")
Issue Price: 99.646 %
The Bonds will bear interest on their principal amount (i) from (and including) 11 September 2019 (the
"Issue Date"), to (but excluding) 11 September 2022 (the "Reset Date"), at a fixed rate of 2.875 per cent.
per annum payable annually in arrear on 11 September in each year commencing on 11 September 2020
and, (ii) thereafter (as from the Reset Date) quarterly in arrear on 11 March , 11 June, 11 September and 11
December in each year (each, a "Floating Rate Interest Payment Date") commencing on the Floating
Rate Interest Payment Date falling in December 2022, at a rate per annum calculated on the basis of the
European inter-bank offered rate for three month deposits in Euro as further described in "Terms and
Conditions of the Bonds Interest and Interest Deferral - Floating Rate of Interest".
Payment of interest on the Bonds may, at the option of the Issuer, be deferred, as set out in "Terms and
Conditions of the Bonds Interest and Interest Deferral".
The principal and interest (including any Outstanding Amounts and any interest accrued thereon) on the
Bonds constitute direct, unconditional, unsecured and deeply subordinated obligations of the Issuer.
The Bonds are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will
have the right to redeem the Bonds in whole, but not in part, on the First Call Date and on any Floating
Rate Interest Payment Date thereafter, as defined and further described in "Terms and Conditions of the
Bonds Redemption and Purchase". The Issuer may, also redeem the Bonds, in whole, but not in part,
upon the occurrence of a Gross Up Event, a Tax Deductibility Event, an Accounting Event, a Substantial
Repurchase Event or a Change of Control Event, as further described in "Terms and Conditions of the
Bonds Redemption and Purchase".
Unless required by law, payments of principal and interest on the Bonds will be made in Euro without
deduction for or on account of taxes of the Grand Duchy of Luxembourg to the extent described in "Terms
and Conditions of the Bonds-- Taxation".
This Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier
(the CSSF), as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The
CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an
endorsement of the Issuer nor as an endorsement of the quality of the Bonds. Investors should make their
own assessment as to the suitability of investing in the Bonds. The CSSF assumes no responsibility for the
economic and financial soundness of the transactions contemplated by this Prospectus or the quality or
solvency of the Issuer in accordance with Article 6 (4) of the Luxembourg act dated 16 July 2019 on
prospectuses for securities. Application has been made for the Bonds to be admitted to listing on the official
list of the Luxembourg Stock Exchange and trading on the Regulated Market of the Luxembourg Stock
Exchange (both terms as defined below).
The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU (a "Regulated Market"). References in this
document to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") and all related
references shall include its Regulated Market.
The Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and are subject to United States tax law requirements. The Bonds are being
offered outside the United States by the Managers (as defined in "Subscription and Sale") in accordance
with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered

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within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Bonds will be in bearer form and in the denomination of Euro 100,000 each and integral multiples of
Euro 1,000 in excess thereof. The Bonds may be held and transferred, and will be offered and sold, in the
principal amount of Euro 100,000 and integral multiples of Euro 1,000 in excess thereof. The Bonds will
initially be in the form of a temporary global Bond (the "Temporary Global Bond"), without interest
coupons, which will be deposited on or around 11 September 2019 (the "Closing Date") with a common
safekeeper for Euroclear Bank S.A./N.V. ("Euroclear") whose registered address is 1, Boulevard du Roi
Albert II, 1210, Brussels, Belgium and Clearstream Banking, S.A. ("Clearstream, Luxembourg" and,
together with Euroclear, the "ICSDs") whose registered address is 42, Avenue J.F. Kennedy, L-1855
Luxembourg, Grand Duchy of Luxembourg. The Temporary Global Bond will be exchangeable, in whole
or in part, for interests in the permanent global Bond (the "Permanent Global Bond"), without interest
coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial
ownership. Interest payments in respect of the Bonds cannot be collected without such certification of
non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable in certain limited
circumstances in whole, but not in part, for Bonds in definitive form in the denomination of Euro 100,000
each and with interest coupons attached. See "Overview of Provisions Relating to the Bonds in Global
Form".
After the Issue Date, a rating for the Bonds may be assigned by one or all of Moody's Investors Service, a
division of Moody's Corporation ("Moody's"), Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies Inc. ("S&P") and Fitch Ratings Ltd. ("Fitch") (or any of their successor entities).
As of the date of this Prospectus, Moody's, S&P and Fitch are established in the European Union and
registered under Regulation (EC) No. 1060/2009 on credit ratings agencies, as amended (the "CRA
Regulation") and are included in the list of credit rating agencies registered in accordance with the CRA
Regulation published on the European Securities and Markets Authority's website
(www.esma.europa.eu/supervision/credit-rating-agencies/risk). A 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 assigning
rating agency.
This Prospectus shall be valid for admission to trading of the Bonds on a Regulated Market for 12 months
after the approval by the CSSF, provided that it is completed by any supplement, pursuant to Article 23 of
the Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a
material inaccuracy relating to the information included (including incorporated by reference) in this
Prospectus which may affect the assessment of the Bonds. After such date, the Prospectus will expire and
the obligation to supplement this Prospectus in the event of significant new factors, material mistakes or
material inaccuracies will no longer apply.
Prospective investors should ensure that they understand the nature of the Bonds and the extent of
their exposure to risks and that they consider the suitability of the Bonds as an investment in the light
of their own circumstances and financial condition. For a discussion of these risks see "Risk Factors"
below.

Joint Lead Managers

Citigroup
Crédit Agricole CIB
MUFG
Natixis

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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained or incorporated by reference in this
Prospectus and declares that the information contained in this Prospectus is to the best of its knowledge in
accordance with the facts and makes no omission likely to affect its import.
This Prospectus has been prepared for the purpose of giving information with regard to the Issuer and its
Subsidiaries (as defined in the Terms and Conditions) (the "Group") and the Bonds which is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position and profit
and losses of the Issuer and the Group and the rights attaching to the Bonds.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference. Other than in relation to the documents which are deemed to be incorporated by reference, the
information on the websites to which this Prospectus refers does not form part of this Prospectus and has
not been scrutinised or approved by the CSSF. The Issuer has confirmed to the managers named under
"Subscription and Sale" below (the "Managers") that this Prospectus and the documents incorporated by
reference herein contain all information regarding the Issuer, the Group and the Bonds which is (in the
context of the issue of the Bonds) material; such information is true and accurate in all material respects
and is not misleading in any material respect; any opinions, predictions or intentions expressed in this
Prospectus on the part of the Issuer are honestly held or made and are not misleading in any material respect;
this Prospectus does not omit to state any material fact necessary to make such information, opinions,
predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries
have been made to ascertain and to verify the foregoing.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer, the Group or the Bonds other than as contained in this Prospectus or as approved for such purpose
by the Issuer. Any such representation or information should not be relied upon as having been authorised
by the Issuer or the Managers.
The Managers have not separately verified the information contained or incorporated by reference in this
Prospectus.
Neither the Managers nor any of their respective affiliates have authorised the whole or any part of this
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained or incorporated by reference in this Prospectus.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Bond shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably likely
to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Group since the
date of this Prospectus. Neither this Prospectus nor any other financial statements are intended to provide
the basis of any credit or other evaluation and should not be considered as a recommendation by any of the
Issuer and the Managers that any recipient of this Prospectus or any other financial statements should
purchase the Bonds. Each potential purchaser of Bonds should determine for itself the relevance of the
information contained in this Prospectus and its purchase of Bonds should be based upon such investigation
as it deems necessary. None of the Managers undertakes to review the financial condition or affairs of the
Issuer or the Group during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in the Bonds of any information coming to the attention of any of the
Managers.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Bonds and
should not be considered as a recommendation by the Issuer, the Managers or any of them that any recipient
of the Prospectus should subscribe for or purchase the Bonds. Each recipient of this Prospectus shall be
deemed to have made its own investigation and appraisal of the condition (financial or otherwise) of the
Issuer.
The distribution of this Prospectus and the offering, sale and delivery of Bonds in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Managers to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of Bonds and on distribution of this Prospectus and other offering
material relating to the Bonds, see "Subscription and Sale".

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In particular, the Bonds have not been and will not be registered under the Securities Act and are subject to
United States tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or
delivered within the United States or to U.S. persons.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "Euro" or "euro" are to the currency introduced at the
start of the third stage of European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended.
All or some of the Managers 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. All or some of the Managers and their affiliates may have
positions, deal or make markets in the Bonds, related derivatives and reference obligations, including (but
not limited to) entering into hedging strategies with the Issuer and its affiliates, investor clients, or as
principal in order to manage their exposure, their general market risk, or other trading activities.
In addition, in the ordinary course of their business activities, the Managers and their affiliates may make
or hold a broad array of investments and actively trade debt and 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 the Issuer's affiliates. All or some of the 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 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 Bonds. Any such positions could adversely affect liquidity
and future trading prices of the Bonds. The Managers and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or
financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions
in such securities and instruments.
In connection with the issue of the Bonds, Natixis (the "Stabilising Manager") (or persons acting on
behalf of the Stabilising Manager) may over allot Bonds or effect transactions with a view to
supporting the price of the Bonds at a level higher than that which might otherwise prevail
("stabilising action"). However, stabilisation may not necessarily occur. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Bonds is made and, if begun, may cease at any time, but it must end no later than the earlier of 30
days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any
stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons
acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Bonds
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, "MiFID II"); or (ii) a customer within
the meaning of Directive 2016/97/EU (the "Insurance Mediation 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 "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the Bonds, taking into account the five categories referred to
in item 18 of the Guidelines on MiFID II product governance requirements published by ESMA
dated 5 February 2018, has led to the conclusion that: (i) the target market for the Bonds is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Bonds (a "Distributor") should take into

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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 Bonds (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
TAXATION
Prospective purchasers and sellers of the Bonds 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 jurisdiction where the
Bonds are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for innovative financial instruments such as the Bonds.
Potential investors are advised to ask for their own tax adviser's advice on their individual taxation with
respect to the acquisition, holding, disposal and redemption of the Bonds. Only these advisors are in a
position to duly consider the specific situation of the potential investor.
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the
merits and risks of investing in the Bonds and the information contained or incorporated by reference in
this Prospectus;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact such investment will have on its
overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Bonds, including where the currency of the Bonds is different from the potential investor's currency;
(d)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the applicable
risks.
The Bonds are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand-alone investments.
They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood,
measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in
the Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the Bonds
will perform under changing conditions, the resulting effects on the value of the Bonds and the impact this
investment will have on the potential investor's overall investment portfolio.

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CONTENTS

Page

IMPORTANT NOTICES ............................................................................................................................ 3
RISK FACTORS ........................................................................................................................................ 7
INFORMATION INCORPORATED BY REFERENCE ................................................................................... 19
TERMS AND CONDITIONS OF THE BONDS ............................................................................................ 29
OVERVIEW OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM ........................................... 45
USE OF PROCEEDS ................................................................................................................................ 47
DESCRIPTION OF THE ISSUER ............................................................................................................... 48
TAXATION ............................................................................................................................................ 49
SUBSCRIPTION AND SALE ..................................................................................................................... 53
GENERAL INFORMATION ..................................................................................................................... 55

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RISK FACTORS
The following is a description of risk factors which are material in respect of the Bonds and the financial
situation of the Issuer and which may affect the Issuer's ability to fulfil its obligations under the Bonds and
which prospective investors should consider carefully before deciding to purchase the Bonds. The sequence
in which the following risk factors are listed is not an indication of their likelihood to occur or of the extent
of their commercial consequences. Prospective investors should read and consider all of the information
provided in this Prospectus or incorporated by reference in this Prospectus and should carefully consider
all risk factors and evaluate (either alone or with the help of a financial advisor) possible scenarios for
economic, interest rate and other factors that may affect an investment in the Bonds and an investor's
ability to bear the loss of all or a portion of an investor's investment. Terms defined in "Terms and
Conditions of the Bonds" below shall have the same meaning where used below.
Risks Relating to the Issuer
In each category below the Issuer sets out first the most material risks, in its assessment, taking into account
the expected magnitude of the negative impact of such risks on the Issuer and the probability of their
occurrence.
The Issuer's management considers the following list to be as comprehensive as can reasonably be expected
and does not consider there to be any significant risks other than those outlined herein, given the current
operating environment and without prejudice to any new or highly unusual and unexpected events taking
place.
Nevertheless, the Issuer's operations may be subject to such unusual or unexpected events which may have
a significant negative impact on its business activities, net worth, financial position and operating results.
Due to the unforeseen nature of such events, it is difficult to mitigate their impact or predict their nature or
extent of their damage.
1.
Market risks
A continuing weak global economic growth may negatively impact Eurofins
Eurofins operates mainly in the food, pharmaceutical, environmental and clinical testing markets as well as
individual testing, which are relatively less cyclical and less exposed to the full impact of economic
downturns than many other sectors.
Nevertheless, in 2018, the global economy, especially in Europe (51% of the revenues of the Group were
generated in Western Europe in 2018), continued to struggle with sluggish growth and persistent
uncertainty. Such slow growth and any consequent funding squeezes may negatively impact some of
Eurofins' customers, or governments may be forced to suspend or revoke regulations and reduce testing
frequency to ease financial burden, which would directly impact the testing industry.
If this were to be the case then the impact on Eurofins' net worth, financial position and operating results
could be severe.
Many of Eurofins' activities are highly regulated
Many of the services Eurofins provides, and the conduct of such services, are subject to or influenced by
laws and regulations that highly regulate the Group's business or the businesses of the Group's customers.
Eurofins has identified the main following regulatory risks arising from its activities:
· Regulatory supervision which extends not only to the analytical process, but also to fee structures
and/or schedules (reductions of reimbursement, changes in policy regarding coverage of tests,
requirements for payment);
This is particularly relevant in the clinical diagnostics market (especially in the United States at
both the federal and state levels and in France), where third-party payers, such as
government/healthcare agencies and insurers have increased their efforts to control the cost,
utilization and delivery of health care services.

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Reductions of reimbursement from these third-party payers, changes in policy regarding coverage
of tests or other requirements for payment, may have a material adverse impact on Eurofins'
financial position.
· Requirement to obtain and hold permits, licenses and other regulatory approvals from, and to
comply with operating and security standards of numerous governmental bodies.
Failure to maintain or renew necessary permits, licenses or approvals, or to comply with required
standards, could have an adverse effect on Eurofins' results of operations and financial condition.
Group customers may require evidence of various professional licensing and accreditation as part
of their selection of a provider of bioanalytical services and various governmental and regulatory
authorities may mandate certain accreditations and professional licensing in connection with the
performance of various services.
A material delay in obtaining, the failure to obtain, or the withdrawal or revocation of material
licenses, approvals, or other authorizations could have a material adverse effect on individual
operations within the Group or, more broadly, could have a negative effect on the Group's overall
operations.
· Future government policies which may adversely affect the supply or, demand for, and prices of
Group services and also restrict Eurofins' ability to do business in its existing and target markets.
From time to time efforts are made to limit or prohibit the disclosure of information that might be
revealed by various bioanalytical testing services Eurofins offers or may offer in the future. For
example, in the United States various groups oppose mandatory and/or voluntarily labelling of
genetically modified (GMO) food products. Likewise various groups and governments have
opposed mandatory and/or voluntarily labelling of the country of origin for assorted food products,
including pursuant to various international trade agreements. Although Eurofins deems it to be
unlikely, a material relaxation of certain regulations or a prohibition on certain types of disclosure
could have a negative impact on the demand for, or growth of, certain of Eurofins services.
Changes in regulations that, for example, streamline procedures or relax approval standards with
respect to pharmaceutical products could reduce the need for biopharmaceutical product testing
services.
· Frequent changing healthcare and environmental laws and regulations which are vague or
indefinite and have not always been fully or partly interpreted by courts:
Laws and regulations applicable to Eurofins activity may be interpreted or applied by a
prosecutorial, regulatory or judicial authority in a manner that could require Eurofins to make
changes in its operations, including pricing and/or billing practices which may impact Eurofins
reputation, important business relationships with third parties and adversely affect the Group's
revenues, businesses and operating results.
Customer risk
The clients of Eurofins are very varied in number, in size and in location. They belong to top global
companies (e.g. global food & beverages producers, or retailers for the Food & Feed testing activities; 9
out of the top 10 global pharmaceutical companies for the Biopharma testing activities; consulting and
sampling companies for the Environmental testing activities) as well as small independent companies in
each segment. In 2018, Eurofins' biggest customer represented less than 2% of the consolidated revenues
and the first 10 customers of the Group represent altogether less than 10% of the consolidated revenues.
The majority of customers' contracts can be terminated upon short notice and the loss, reduction in scope
or delay of a large contract or the loss or delay of multiple contracts could adversely affect Eurofins'
business.
Severe or long-lasting adverse changes in the global economy in general or in particular individual markets
could have an adverse effect on Eurofins customers and, in turn, increase the Group's credit risk or decrease
the demand for its services.
Contractor and supplier risks

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Successful delivery of Eurofins' services to its customers is dependent on complex technologies utilizing
equipment and materials from multiple suppliers. Failure to deliver services may lead to a reduction in
Eurofins' expected revenue and could impact the Company's credibility to both existing and potential
customers.
Individual laboratories subcontract on an ad hoc basis for specific technical know-how or services, to
address production capacity demands or limitations or for other reasons related to specific applications or
services. The main suppliers to the business are in the following main categories: laboratory equipment,
laboratory consumables (these first two often overlap), information technology (IT), and logistics.
The Group seeks to minimize its subcontractor, vendor, and supplier risk through a professional sourcing
and contracting process and in-house production capacity for some critical items. Despite these initiatives,
plans, and procedures, such measures may not be adequate or implemented properly or sufficiently to
prevent business disruption in every instance or major price increase by or dependency from certain
suppliers, and Eurofins is subject to various risks and potential liability in the case of errors by its
subcontractors.
Expansion and acquisition risks
Part of Eurofins' business strategy is to acquire companies, new laboratories, and technologies in order to
obtain access to complementary technologies and to expand the Group's market position in Europe, North
America, and Asia as well as in other parts of the world. Eurofins' business has experienced substantial
expansion in the past and such expansion and any future expansion could strain Group operational, human
and financial resources if not properly managed.
Eurofins has identified the main following expansion and acquisition risks arising from its activities:
· Possibility that the companies acquired by Eurofins do not develop as planned and may ultimately
fail;
· Inability for Eurofins to successfully execute its acquisition strategies due, for instance, to
increased purchase prices or lack of attractive targets according to Eurofins' selection criteria; and
· Difficulties in successfully integrating acquired businesses.
All these risks could adversely impact Eurofins' business, results of operations and financial condition
through major financial losses, drag on operating margins and the need for substantial write offs.
Competition
The bioanalytics industry is highly competitive and highly fragmented, with numerous smaller specialized
companies and a handful of full-service companies with global capabilities similar to Eurofins. Eurofins
often competes for business not only with other, often independent bioanalytics companies, but also with
internal analytics departments within some customers or governments. As a result of competitive pressures,
the testing industry has experienced consolidation in recent years and it is expected that such trend towards
consolidation will continue.
Eurofins has identified the main following competition risks arising from its activities:
· Increasing competition from financially powerful market participants, such as food or water
companies or other large corporations;
· Greater business experience, greater financial resources or marketing capacities compared to
Eurofins
· Greater market recognition in their market segment and a larger customer base compared to
Eurofins;
· Fewer opportunities to purchase companies that are for sale;
· Higher acquisition purchase prices.

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There is no certainty that Eurofins will have the necessary resources in order to successfully deal with
changes in the market, the consolidation process or the entry of new competitors into its markets. If Eurofins
does not compete successfully, especially with respect to the competitive advantage of outsourcing
analytics requirements, Eurofins' business, operating results and financial condition would suffer.
Pressures on costs and prices may negatively impact profit margins
As a result of competition and improvement of testing technologies, test prices do and can fall, especially
for the most common and standard tests. It is impossible to rule out further significant price reductions in
the market for food, pharmaceutical, clinical, environmental analysis or other markets Eurofins is operating
in. At the same time, due to factors such as inflation, Eurofins' costs could grow due to increased expenses
for personnel, materials and other supplies/resources and so, there can be no certainty that Eurofins' profit
margins may not significantly decrease in the future.
Sustained erosion of its margins would have adverse effects on Eurofins' net worth, financial position and
operating results.
2.
Operational risks
Reputational risk and damages to brand
Reputational risk refers to the potential for damage to the Group's reputation and/or Eurofins' brand as a
consequence of errors, fraud or omissions by Eurofins' employees in relation to the Company's testing
activities, analyses, results or disclosure on any activity or position by a company of the Group or one of
its leaders or staff members that contradicts applicable laws or the position of important opinion groups.
This could result in material legal claims, loss of existing or new business and adverse effects on Eurofins'
net worth, financial position and operating results.
Partial or total destruction of the testing databases
Eurofins maintains databases containing information on almost all of its available tests, in addition to data
such as isotopic and other analytical fingerprints on products capable of analysis by Eurofins, and which
represent an integral part of its technological advance.
To limit the risk of a partial or total destruction, the main databases are kept in clusters of high availability
datacentres interconnected via high-speed communication lines. To further ensure availability, Eurofins
and its subsidiaries systematically apply off-site back-ups of the databases.
However, if the databases were to be corrupted, damaged, or destroyed, it may have adverse effects on
Eurofins' net worth, financial position and operating results.
Environmental risks
Eurofins' business uses biological and hazardous materials, solvents and other chemicals, and various
radioactive compounds which could injure people or violate laws. Any contamination, law violation or
injury could damage Eurofins' image and reputation, which is critical to obtaining new business and, or,
result in liability that could adversely impact Eurofins' business.
The occurrence of one or more of these risks may have material adverse effects on financial position and
results of operations of Eurofins.
Professional liability cases and litigation could have an adverse impact on Eurofins
As a general matter, providers of bioanalytical services may be subject to lawsuits alleging negligence,
errors and omissions, fraud or other similar legal claims. These lawsuits could involve claims for substantial
damages. For example, Eurofins' business contains the potential risk of substantial liability for damages in
the event of analytical errors or frauds by its staff where Eurofins and its subsidiaries not only verify the
authenticity of the products analysed, but also look to detect dangerous components (pathogens, prions,
pesticides, asbestos, mycotoxins, dioxins, toxic substances, etc.). Since these results may be relied upon
and used in the marketing activities or regulatory filings of Eurofins' clients, such negligence, errors or
omissions in the (reporting of the results of the) analyses could potentially lead to Eurofins' clients being

- 10 -

Document Outline

#3">IMPORTANT NOTICES
- #5">(a) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus;
- #5">(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;
- #5">(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency of the Bonds is different from the potential investor's currency;
- #5">(d) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant indices and financial markets; and
- #5">(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
#7">RISK FACTORS
#19">INFORMATION INCORPORATED BY REFERENCE
- #19">1. the English language audited consolidated financial statements (including the independent auditors' report thereon and notes thereto) of the Issuer as of and for the year ended 31 December 2018 (the "2018 Annual Report") (https://cdnmedia.eurofins....
- #19">2. the English language audited consolidated financial statements (including the independent auditors' report thereon and notes thereto of the Issuer as of and for the year ended 31 December 2017 (the "2017 Annual Report") (https://cdnmedia.eurofins.c...
- #19">3. the English language first half-year report 2019 of the Issuer covering the period from 1 January to 30 June 2019 (the 2019 Half-Year ReportŽ) (https://cdnmedia.eurofins.com/corporate-eurofins/media/12150109/eurofins-scientific-first-half-year-201...
- #19">4. the English language press release dated 27 March 2019 concerning the New York State Department of Health (NYSDOH) approval for the newest option to its Maternal Fetal Screen SM | T1 test … Y chromosome (https://www.eurofins.com/media-centre/press-...
- #19">5. the English language press release dated 15 April 2019 concerning the buy-back of a minority stake owned by biologists in Eurofins Laboratoire des Pyramides (France) (https://www.eurofins.com/media-centre/press-releases/2019-04-15/);
- #19">6. the English language press release dated 26 April 2019 relating to the Q1 2019 revenues of the Issuer covering the period from 1 January 2019 to 31 March 2019 https://www.eurofins.com/media-centre/press-releases/2019-04-26/;
- #19">7. the English language press release dated 3 June 2019 concerning the ad hoc IT press release (https://www.eurofins.com/media-centre/press-releases/2019-06-03-8/;
- #19">8. the English language press release dated 10 June 2019 concerning the update on the cyber-attack announced on 3 June 2019 (https://www.eurofins.com/media-centre/press-releases/2019-06-10/);
- #19">9. the English language press release dated 24 June 2019 concerning the operations returning to normal after the cyber-attack announced on 3 June 2019 (https://www.eurofins.com/media-centre/press-releases/2019-06-24/);
- #19">10. the English language press release dated 25 June 2019 concerning Eurofins expanding its Transplantation Testing Footprint with the Acquisition of Transplant Genomics Inc. (https://www.eurofins.com/media-centre/press-releases/eurofins-expands-its-t...
- #19">11. the English language press release dated 29 August 2019 announcing the half yearly results of the Issuer (https://www.eurofins.com/media-centre/press-releases/2019-08-29/); and
- #19">12. the English language press release dated 3 September 2019 announcing the launch of a tender offer on the PerpNC2020, ISIN XS0881803646 (https://www.eurofins.com/media-centre/press-releases/2019-09-03/).
#19">The information on any website does not form part of the Prospectus unless that information is incorporated by reference into the Prospectus. The documents incorporated by reference will also be made available in electronic form on the website of the...
#29">TERMS AND CONDITIONS OF THE BONDS
- #29">1. Definitions
- #32">2. Form, Denomination and Title
  - #32">The Bonds are issued in bearer form in the denomination of EUR 100,000 each and integral multiples of Euro 1,000 in excess thereof. The Bonds shall initially be represented by a temporary global bond issued in new global note form ("NGN Form") (the "...
  - #32">On the Issue Date, the Temporary Global Bond will be deposited with a common safekeeper (the "Common Safekeeper") for the account of Clearstream Banking, S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear").
  - #32">The interests of the Bondholders in the Bonds shall be registered in the records of Clearstream, Luxembourg and Euroclear and interests in the Global Bond shall only be transferable in accordance with the rules and procedures of Clearstream, Luxembou...
  - #32">The holder of the Global Bonds shall be treated by the Issuer and the Paying Agent as the owner of the Bonds in accordance with the terms of the respective Global Bond and the terms "Bondholders" and "holders of Bonds" shall be construed accordingly....
- #33">3. Status
  - #33">The Bonds (which constitute obligations) are Deeply Subordinated Bonds.
  - #33">The principal and interest (including any Outstanding Amounts and any interest accrued thereon) on the Bonds constitute direct, unconditional, unsecured and deeply subordinated obligations of the Issuer and the Bonds:
    - #33">(i) rank and will rank or are expressed to rank pari passu among themselves, with the Existing Deeply Subordinated Bonds and pari passu with all other present and future instruments issued, entered into or guaranteed by the Issuer which rank (or in re...
    - #33">(ii) shall be subordinated to titres participatifs or any equivalent (to the extent existing) under Luxembourg law issued by, and prêts participatifs or any equivalent (to the extent existing) under Luxembourg law granted to, the Issuer, to Ordinary S...
    - #33">(iii) shall rank in priority to any classes of Share Capital Securities issued by the Issuer.
  - #33">If any judgment is issued by any competent court for the judicial liquidation (liquidation judiciaire) of the Issuer or, in the event of the voluntary dissolution of the Issuer or, if the Issuer has been liquidated for any other reason, the rights of...
- #33">4. Interest and Interest Deferral
  - #33">(a) General: Each Bond bears interest on its principal amount at the Fixed Rate of Interest from (and including) the Issue Date to (but excluding) the Reset Date, scheduled to be paid annually in arrear on 11 September in each year (each a "Fixed Rate...
  - #34">(b) Interest Payments: Interest payments will be made subject to and in accordance with Condition 6 (Payments). In the case of redemption as provided in Condition 5 (Redemption and purchase), interest will cease to accrue on each Bond on the due date ...
  - #34">(c) Fixed Rate of Interest: The amount of interest payable on the Bonds on any date on which interest is payable at the Fixed Rate of Interest will be an amount equal to the product of the principal amount of the Bonds multiplied by the Fixed Rate of ...
  - #34">(d) Floating Rate of Interest
    - #34">(i) Method of determination of the Floating Rate of Interest
  - #34">The Floating Rate of Interest applicable in respect of the Bonds (the "Floating Rate of Interest") will be determined by the Calculation Agent on the following basis:
    - #34">(a) On the second TARGET Business Day before the beginning of each Floating Rate Interest Period (the "Interest Determination Date") the Calculation Agent will obtain the European inter-bank offered rate for three-month deposits in Euro, as calculated...
    - #34">(b) If, for any reason, on any Interest Determination Date, no rate is calculated and is published on the EURIBOR Page, the Issuer will request any four major banks selected by it in the European inter-bank market (the "Reference Banks") to provide it...
    - #34">(c) If only two or three rates are so quoted on any Interest Determination Date, the Calculation Agent will determine the arithmetic mean (rounded, if necessary, to the nearest second decimal place, with 0.005 being rounded upwards) of the rates so qu...
    - #34">(d) If the Issuer determines at any time that a Benchmark Event occurs in relation to the Original Reference Rate the following provision shall apply:
      - #35">(i) the Issuer will as soon as reasonably practicable (and in any event prior to the next Interest Determination Date) appoint a Rate Determination Agent, which will determine in its sole discretion (but in consultation with the Issuer), acting in goo...
      - #35">(ii) If the Rate Determination Agent has determined a substitute or successor rate in accordance with the foregoing (such rate, the "Replacement Rate"), for the purposes of determining the EURIBOR Rate on each Interest Determination Date falling on or...
      - #35">(iii) The determination of the Replacement Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on the Issuer, the Calculation Agent, the Fiscal Agent and the Bondhol...
      - #35">(iv) If the Rate Determination Agent determines that the Original Reference Rate has been discontinued but for any reason a Replacement Rate has not been determined or cannot be applied, the EURIBOR Rate will be equal to the last EURIBOR Rate availabl...
      - #35">(v) The Calculation Agent will cause the interest rate of the Bonds and the relevant Interest Amount (as defined below) payable per Bond to be notified to the Issuer, the Paying Agent and, if required by the rules of any stock exchange on which the Bo...
    - #36">The Calculation Agent will cause the Floating Rate Interest Amount (as defined below) payable per Bond to be notified to the Issuer, the Paying Agent and, if required by the rules of any stock exchange on which the Bonds are listed or admitted to trad...
      - #36">(vi) Determination of Floating Rate of Interest and Calculation of Floating Rate Interest Amount by the Calculation Agent
      - #36">(vii) Publication of Floating Rate of Interest and Floating Rate Interest Amount
    - #36">(e) Change of Control
    - #36">(f) Deferral of Interest
      - #37">(i) Optional Interest Payment
      - #37">(ii) Payment of Outstanding Amounts
        #37">(A) the tenth (10th) Business Day following the date on which a Mandatory Settlement Event occurs;
        #37">(B) the next scheduled Interest Payment Date in respect of which the Issuer does not elect to defer all of the interest accrued in respect of the relevant Interest Period;
        #37">(C) the date on which the Issuer or any Subsidiary pays any dividend, other distribution or other payment in respect of any Parity Security;
        #37">(D) the date on which the Issuer or any Subsidiary redeems any Parity Security, or the date falling ten (10) Business Days after the date on which the Issuer or any Subsidiary repurchases or otherwise acquires (in each case directly or indirectly) any...
        #37">(E) the date on which the Bonds are redeemed, or the date falling ten (10) Business Days after the date on which the Issuer or any Subsidiary repurchases or otherwise acquires (in each case directly or indirectly) Bonds; or
        #37">(F) the date upon which a judgment is issued by any competent court for the voluntary dissolution or voluntary liquidation of the Issuer for any reason,
      - #37">(x) in the cases (C) or (D) above no Mandatory Settlement Date occurs if the Issuer or the relevant Subsidiary is obliged under the terms and conditions of such Parity Security to make such payment, such redemption, such repurchase or such other acqui...
    - #38">(y) in the cases (D) and (E) above (other than in case of a redemption of the Bond when due in accordance with these Conditions) no Mandatory Settlement Date occurs if the Issuer or the relevant Subsidiary repurchases or otherwise acquires (in each ca...
    - #38">(z) in the cases of (C) and (D) above no Mandatory Settlement Date occurs if the relevant payments on, or in respect of, any Parity Security are Intra-Group Payments.
      - #38">(A) the ordinary general meeting of shareholders of the Issuer resolves on the payment of any dividend, other distribution or other payment on any share of any class of the Issuer (other than a dividend, distribution or payment which is made in the fo...
      - #38">(B) the Issuer pays any dividend, other distribution or other payment in respect of any Share Capital Security (other than a dividend, distribution or payment which is made in the form of ordinary shares of the Issuer;) or
      - #38">(C) the Issuer or any Subsidiary redeems, repurchases or otherwise acquires (in each case directly or indirectly) any Share Capital Security,
      - #38">(x) the Issuer is obliged under the terms and conditions of such Share Capital Security to make such payment, such redemption, such repurchase or such other acquisition;
      - #38">(y) the Issuer or any Subsidiary repurchases or otherwise acquires (in each case directly or indirectly) any Share Capital Security in connection with the satisfaction by the Issuer or the relevant Subsidiary of the Issuer of its respective obligation...
      - #38">(z) the relevant payments on, or in respect of, any Share Capital Securities are Intra-Group Payments.
      - #38">(iii) Notice of Deferral and Payment of Outstanding Amounts
    - #38">(g) Outstanding Amounts
- #39">5. Redemption and Purchase
  - #39">(a) No final redemption
  - #39">(b) Call options
    - #39">(i) General call option of the Issuer
    - #39">(ii) Redemption for taxation reasons
      - #39">(A) If, by reason of a change in the laws or regulations of the Grand Duchy of Luxembourg or any political subdivision therein or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such...
      - #39">(B) If, by reason of any change in the laws or regulations of the Grand Duchy of Luxembourg, or any political subdivision therein or any authority thereof or therein having power to tax, any change in the application or official interpretation of such...
    - #40">(iii) Redemption for accounting reasons
    - #40">(iv) Redemption in the event of a Change of Control Event
    - #40">Before the publication of any notice of redemption pursuant to Conditions 5(b)(ii)(A), 5(b)(ii)(B), 5(b)(ii)(C), 5(b)(iii) or 5(b)(iv) the Issuer shall deliver to the Fiscal Agent a certificate signed by a legal representative of the Issuer, stating t...
  - #40">(c) Liquidation or similar proceedings
  - #41">(d) Purchases and cancellation
- #41">6. Payments
  - #41">(a) Payments of principal and interest in respect of Bonds represented by a Global Bond shall be made in the manner specified in the Global Bond. A record of each payment made, distinguishing between payments of principal and payments of interest, sha...
  - #41">(b) The holder of the Global Bond shall be the only person entitled to receive payments in respect of the Bonds represented by a Global Bond and the Issuer shall be discharged by payment to, or to the account of, the holder of the Global Bond in respe...
  - #41">(c) Each of the persons shown in the records of Clearstream, Luxembourg or Euroclear as the beneficial owner of a particular amount of Bonds represented by a Global Bond must look solely to Clearstream, Luxembourg and Euroclear, as the case may be, fo...
  - #41">(d) If the date of payment of any amount of principal or interest on a Bond is not a Business Day, the holder thereof shall not be entitled to payment until the next following Business Day (and shall not be entitled to any interest or other payment in...
  - #41">(e) For the purpose of these Conditions, "Business Day" means any day, not being a Saturday or a Sunday on which Euroclear and Clearstream, Luxembourg are operating and which is a TARGET Business Day.
- #41">7. Taxation
  - #41">(a) by or on behalf of a holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of its having or having had some connection with the jurisdiction by which such taxes, duties, assessments or ...
  - #42">(b) where such withholding or deduction is imposed on a payment to a Luxembourg resident individual and is required to be made pursuant to Luxembourg law of 23 December 2005, as amended; or
  - #42">(c) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Bond to another Paying Agent in a member state of the European Union; or
  - #42">(d) more than 30 days after the Relevant Date except to the extent that the holder of such Bond would have been entitled to such additional amounts on presenting such Bond for payment on the last day of such period of 30 days.
- #42">8. Events of Default
- #42">9. Statute of Limitation
- #42">10. Paying Agent
- #42">11. Representation of Bondholders
- #43">12. Minor Amendments and Corrections
  - #43">(a) the Agency Agreement regarding provisions not detrimental to the Bondholders, or
  - #43">(b) the Conditions or the Agency Agreement with regard to any amendment to the format, minor amendments or amendments of a purely technical nature or to correct manifest errors.
- #43">13. Further Issues
- #43">14. Notices
- #44">15. Governing Law and Jurisdiction
  - #44">(a) Governing law: The Bonds and these Conditions and any non-contractual obligations arising out of or in connection with the Bonds and these Conditions are governed by Luxembourg law.
  - #44">(b) Jurisdiction: The courts of Luxembourg have exclusive jurisdiction to settle any dispute arising out of or in connection with the Bonds and these Conditions (including any non-contractual obligation arising out of or in connection with the Bonds a...
#45">OVERVIEW OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM
#47">USE OF PROCEEDS
#48">DESCRIPTION OF THE ISSUER
#49">TAXATION
- #50">(i) Non-resident holders of Bonds
- #50">(ii) Resident holders of Bonds
- #50">(i) Non-resident Bondholders
- #50">(ii) Resident Bondholders
  - #50">(a) Luxembourg resident corporate Bondholders
  - #51">(b) Luxembourg resident individual Bondholders
#53">SUBSCRIPTION AND SALE
- #53">(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection wi...
- #53">(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.
- #54">(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 58 of 24 February 1998, CONSOB Regulation No. 16190 of 29 October 2007 and Legislati...
- #54">(b) in compliance with Article 129 of Legislative Decree No. 385 of 1 September 1993, as amended, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy and the relevant implementin...
- #54">(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or any other Italian authority.
#55">GENERAL INFORMATION
- #55">1. The creation and issue of the Bonds has been authorised by a resolution of the Conseil d'administration of the Issuer dated 11 June 2019.
- #55">2. Except as disclosed on pages 34 (Patents), 34 (Infringement of property rights), 38 (Risks of litigation), 99 (note 3.16) and 112 (note 4.9) of the 2018 Annual Report, there are no governmental, legal or arbitration proceedings, (including any such...
- #55">3. Since 31 December 2018 there has been no material adverse change in the prospects of the Issuer.
- #55">4. Since 30 June 2019 there has been no significant change in the financial performance or position of the Issuer and its Group.
- #55">5. The financial statements of the Issuer have been audited without qualification for the years ended 31 December 2018 and 31 December 2017 by PricewaterhouseCoopers, Société coopérative, 2, rue Gerhard Mercator, L-1014 Luxembourg, Luxembourg. Pricewa...
- #55">6. Copies of the following documents may be inspected on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.eurofins.com) for 12 months from the date of this Prospectus:
  - #55">(a) a restated version of the articles of association of the Issuer; and
  - #55">(b) the Prospectus (which will be available on the website for 10 years from the date of the Prospectus).
- #55">7. Except as disclosed on page 28 of this Prospectus, the Issuer has not entered into any material contract not entered into in the ordinary course of its business, which could result in the Issuer or any member of the Group being under an obligation ...
- #55">8. On the basis of the issue price of the Bonds of 99.646 per cent. of their principal amount, the gross real yield of the Bonds during the Fixed Rate Interest Period is 3.00 per cent. on an annual basis.
- #55">9. The Bonds and any Coupons appertaining thereto will bear a legend to the following effect: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provid...
- #56">10. The Bonds have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The International Securities Identification Number ("ISIN") is XS2051471105 and the common code is 205147110.
- #56">11. The total expenses related to the listing and admission to trading of the Bonds are estimated to be Euro 15,600.
- #56">12. The net amount of proceeds from the Bonds are estimated to be Euro 298,038,000.
- #56">13. The Issuer certifies that, to the best of its knowledge, there are no potential conflicts of interests between any duties owed to the Issuer by members of its board of directors (conseil d'administration) and their private interests or other duties.
- #56">14. Save for any fees payable to the Managers, as far as the Issuer is aware, no person involved in the offer of the Bonds has an interest material to the issue.
- #56">15. As at 31 July 2019, the share capital of the Issuer is EUR 1,779,260.00 represented by 17,792,600 ordinary shares having a nominal value of 10 cents, each.
- #56">16. EURIBOR is used for the purposes of determining the rate of interest on the Bonds on each Interest Payment Date from (and including) the Reset Date. EURIBOR is administered by the European Money Markets Institute (the "EURIBOR Administrator"). The...
- #56">17. The Legal Entity Identifier (LEI) of the Issuer is 529900JEHFM47DYY3S57.