Prospectus • Mar 18, 2025
Prospectus
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PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the 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 (EU) 2016/97 (as amended, the "IDD"), 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 Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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 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 MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR 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 Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation EU No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 23 August 2024 and the supplemental Prospectus dated 10 January 2025 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with such Prospectus as so supplemented. 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 Prospectus as so supplemented. The Prospectus and the supplemental Prospectus are available for viewing at the website of the London Stock Exchange http://londonstockexchange.com/exchange/news/market-news/marketnews-home.html and during normal business hours copies may be obtained from SSE plc, Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ.
| 1 | Issuer: | SSE plc | |
|---|---|---|---|
| 2 | (i) | Series Number: | 25 |
| (ii) | Tranche Number: | 1 | |
| 3 | Specified Currency or Currencies: | Euro ("€" or "EUR") | |
| 4 | Aggregate Nominal Amount of Notes: | ||
| (i) | Series: | €600,000,000 | |
| (ii) | Tranche: | €600,000,000 | |
| (iii) Date on which the Notes become fungible: |
Not Applicable | ||
| 5 | Issue Price: | 99.646 per cent. of the Aggregate Nominal Amount | |
| 6 | (i) | Specified Denominations: | €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No notes in definitive form will be issued with a denomination above €199,000 |
| (ii) | Calculation Amount: | €1,000 | |
| 7 | (i) | Trade Date: | 11 March 2025 |
| (ii) | Issue Date: | 18 March 2025 | |
| (iii) Interest Commencement Date: | Issue Date | ||
| 8 | Maturity Date: | 18 March 2032 |
| 9 | Interest Basis: | 3.500 per cent. Fixed Rate (further particulars specified below) |
|
|---|---|---|---|
| 10 | Redemption/Payment Basis: | Redemption at par | |
| 11 | Change of Interest or Redemption/Payment Basis: |
Not Applicable | |
| 12 | Put/Call Options: | Change of Control Put | |
| Make-Whole Call | |||
| Issuer Maturity Par Call | |||
| Clean-Up Call | |||
| 13 | Date Audit Committee approval for issuance of Notes obtained: |
8 November 2024 | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE |
| 14 | Fixed Rate Note Provisions: | Applicable |
|---|---|---|
| (i) Rate of Interest: |
The Notes are not subject to the Step Up Option 3.500 per cent. per annum payable annually in arrear |
|
| (ii) Interest Payment Date(s): |
18 March in each year commencing on 18 March 2026 and ending on the Maturity Date |
|
| (iii) Fixed Coupon Amount: | €35.00 per Calculation Amount | |
| (iv) Broken Amount(s): | Not Applicable | |
| (v) Day Count Fraction: |
Actual/Actual (ICMA) | |
| (vi) Determination Dates: | 18 March in each year | |
| 15 | Floating Rate Note Provisions: | Not Applicable |
| 16 | Zero Coupon Note Provisions: | Not Applicable |
| 17 | RPI Linked Note Provisions: | Not Applicable |
| 18 | Step Up Option: | Not Applicable |
| 19 | Call Option: | Not Applicable | |
|---|---|---|---|
| 20 | Make-Whole Redemption: | Applicable | |
| (i) | Make-Whole Redemption Date(s): | At any time up to (but excluding) the day that is 90 days prior to the Maturity Date |
|
| (ii) | Make-Whole Amount(s): | ||
| (a) Specified Time: | 12:00 noon (London time) | ||
| (b) Redemption Margin: | 0.15 per cent. | ||
| (iii) If redeemable in part: | Applicable | ||
| (a) Minimum Redemption Amount: | €100,000 |
| (b) Maximum Redemption Amount: | €600,000,000 | |
|---|---|---|
| (iv) Notice period: | Minimum period: 15 days Maximum period: 30 days |
|
| 21 | Issuer Maturity Par Call: | Applicable |
| Notice period: | Minimum period: 15 days Maximum period: 30 days |
|
| 22 | Clean-Up Call Option: | Applicable |
| (i) Clean-Up Redemption Amount: |
€1,000 per Calculation Amount | |
| 23 | General Put Option: | Not Applicable |
| 24 | Restructuring Event Put Option: | Not Applicable |
| 25 | Change of Control Put Option: | Applicable |
| (i) Change of Control Redemption Amount: |
€1,000 per Calculation Amount | |
| (ii) Put Period: |
As set out in the Conditions | |
| (iii) Put Date: | As set out in the Conditions | |
| 26 | SSE Restructuring Event Put Option: | Not Applicable |
| 27 | Final Redemption Amount of each Note: |
€1,000 per Calculation Amount |
| 28 | Early Redemption Amount: | |
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption |
€1,000 per Calculation Amount | |
| 29 | Indexation: | Not Applicable |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
| 30 | Form of Notes: | Bearer Notes |
| Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note |
||
| 31 | New Global Note intended to be held | Yes |
| in a manner which would allow Eurosystem eligibility: |
Note that the designation "Yes" simply means that the Notes are intended upon issue to be deposited with one of the 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 |
during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
32 Financial Centre(s): London, T2
34 U.S. Selling Restrictions: Reg. S Compliance Category 2; D RULES
Signed on behalf of the Issuer:
By: ............................................................................... Duly authorised
(i) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Main Market of the London Stock Exchange plc and admitted to the Official List of the FCA with effect from 18 March 2025
(ii) Estimate of total expenses related to admission to trading: £6,050
Ratings: The Notes to be issued are expected to be rated:
S&P Global Ratings UK Limited: BBB+
A BBB rating means the Issuer has adequate capacity to meet financial commitments, but is more subject to adverse economic conditions. The modifier + indicates that the obligation ranks in the higher end of its generic rating category.
Moody's Investors Service Ltd.: Baa1
A Baa rating means the obligations are subject to moderate credit risk. They are considered mediumgrade and as such may possess speculative characteristics. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.
Banco Bilbao Vizcaya Argentaria S.A., Banco Santander, S.A., Lloyds Bank Corporate Markets plc, Mizuho International plc and MUFG Securities EMEA plc, and their affiliates may 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/or its affiliates in the ordinary course of business.
| Indication of yield: | 3.558 per cent. per annum | |
|---|---|---|
| The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. |
||
| 5 | USE OF PROCEEDS | |
| Use of Proceeds: | To finance and/or re-finance, in whole or in part, Eligible Green Projects |
|
| (See "Use of Proceeds" wording in Prospectus) | ||
| Estimated net proceeds: | €596,376,000 |
| ISIN: | XS3027988263 |
|---|---|
| Common Code: | 302798826 |
| Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
Not Applicable |
| Delivery: | Delivery against payment |
| Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
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