Capital/Financing Update • May 14, 2019
Capital/Financing Update
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MIFID II PRODUCT GOVERNANCE/ PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
14 May 2019
EUR 100,000,000 1.875% Notes due 15 March 2031 (the "Notes") to be consolidated and form a single series with the existing EUR 750,000,000 1.875% Notes due 15 March 2031 issued on 15 March 2019 (the "Tranche 1 Notes"), the EUR 124,000,000 1.875% Notes due 15 March 2031 issued on 26 March 2019 (the "Tranche 2 Notes") and the EUR 70,000,000 1.875% Notes due 15 March 2031 issued on 5 April 2019 (the "Tranche" 3 Notes", and together with the Tranche 1 Notes and the Tranche 2 Notes, the "Existing" Notes")
under the EUR 15,000,000,000 Medium Term Note Programme
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 13 July 2018 and supplements to it dated 24 August 2018 and 27 February 2019 which together constitute a base prospectus (the "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 Base Prospectus. The Base Prospectus and any supplement(s) thereto will be published electronically on the website of the London Stock Exchange Group plc at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus.
| 3. | Aggregate Nominal Amount of |
|---|---|
| Notes admitted to trading: |
$\overline{\mathbf{4}}$ .
8.
$11.$
Interest Basis:
| 13. | Fixed Rate Note provisions | Applicable |
|---|---|---|
| (i) | Rate(s) of Interest: | 1.875%, per annum payable in arrear on each Interest Payment Date |
| (ii) | Interest Payment Date(s): | 15 March in each year commencing on 15 March 2020 up to, and including, the Maturity Date, in each case in accordance with the Following Unadjusted Business Day Convention. |
| (iii) | Fixed Coupon Amount(s): | |
|---|---|---|
| ------- | -- | ------------------------- |
EUR 1,875 per Calculation Amount
| (iv) | Broken Amount(s): | Not Applicable |
|---|---|---|
| (v) | Day Count Fraction: | Actual/Actual (ICMA) |
| (vi) | Determination Date(s): | 15 March in each year |
| (vii) | Range Accrual: | Not Applicable |
| 14. | Floating Rate Note provisions | Not Applicable |
| 15. | Range Accrual Notes | Not Applicable |
| 16. | Inflation Linked Notes provisions | Not Applicable |
| 17. | Zero Coupon Note provisions | Not Applicable |
| 18. | Call Option: | Not Applicable |
|---|---|---|
| 19. | Put Option: | Not Applicable |
| 20. | Final Redemption Amount | |
| (i) | Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes: |
At par |
| (ii) | Inflation Linked Redemption: | Not Applicable |
| 21. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default or other early redemption: |
At par |
| 22. | Form of Notes: | Bearer Notes: |
|---|---|---|
| Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
||
| 23. | New Global Note ("NGN") | Yes |
| 24. | Financial Centre(s): | TARGET2 |
Talons for future Coupons to be $25.$ attached to Definitive Notes (and dates on which such Talons mature):
$No$
| (i) | Admission to trading: | 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 with effect from the Issue Date. |
|
|---|---|---|---|
| The Existing Notes are already listed and admitted to trading on the London Stock Exchange. |
|||
| (ii) | Estimate of total expenses related to admission to trading: |
£3,375 |
Ratings:
The Notes to be issued are expected to be rated:
S & P: BBB (stable)
Moody's: Baa2 (stable)
Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. Goldman Sachs International and its affiliates 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.
$\overline{4}$ . YIELD (Fixed Rate Notes only)
Indication of yield:
1.562%
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
ISIN Code:
Until the Notes have been consolidated and form a single series with the Existing Notes, which is expected to be on or about 24 June 2019, they will be assigned a Temporary ISIN Code as follows:
Thereafter, they will assume the same ISIN Code as the Existing Notes as follows:
Until the Notes have been consolidated and form a single series with the Existing Notes, which is expected to be on or about 24 June 2019, they will be assigned a Temporary Common Code as follows:
Thereafter, they will assume the same Common Code as the Existing Notes as follows:
| FISN/s: | Not Applicable |
|---|---|
| CFI code/s | Not Applicable |
| Book-entry clearing systems | Euroclear Bank S.A./N.V. |
| Delivery: | Delivery against payment |
| Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") 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 the Eurosystem eligibility criteria have been met. |
| U.S. Selling Restrictions: | TEFRAD |
|---|---|
| Stabilisation Manager(s) (if any): | Not Applicable |
Common Code:
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