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AstraZeneca PLC Capital/Financing Update 2021

Jun 2, 2021

5229_rns_2021-06-02_a5c19f40-7d3e-4664-ae67-e391a560ad40.pdf

Capital/Financing Update

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FINAL TERMS

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, "EU MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU 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 EU 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 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 Regulation (EU) No 1286/2014 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.

UK MiFIR product governance/Professional investors and ECPs only target market – Solely for the purposes of each manufacturers' 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, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any 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.

Final Terms dated 1 June 2021

AstraZeneca PLC Legal Entity Identifier (LEI): PY6ZZQWO2IZFZC3IOL08

Issue of EUR 800,000,000 0.375 per cent. Notes due 2029 under the US\$10,000,000,000 Euro Medium Term Note Programme

PART A — CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the base prospectus dated 24 May 2021 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation (as defined below). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus in order to obtain all relevant information.

The Base Prospectus is available for viewing at the website of the London Stock Exchange (www.londonstockexchange.com) and during normal business hours at the specified office of the Principal Paying Agent, being currently located at Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

In these Final Terms, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA.

1. Issuer: AstraZeneca PLC
2. (i) Series Number: 9
(ii) Tranche Number: 1
3. Specified Currency or Currencies: Euro ("EUR")
4. Aggregate Nominal Amount: EUR 800,000,000
5. Issue Price: 99.584 per cent. of the Aggregate Nominal
Amount
6. (i) Specified Denominations: EUR 100,000 and integral multiples of EUR
1,000 in excess thereof up to and including
EUR 199,000. Definitive Notes will not be
issued in denominations in excess of EUR
199,000.
(ii) Calculation Amount: EUR 1,000
7. (i) Issue Date: 3 June 2021
(ii) Interest Commencement Date: Issue Date
8. Maturity Date: 3 June 2029
9. Interest Basis: 0.375 per cent. Fixed Rate
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest or
Redemption/Payment Basis:
Not Applicable
12. Put/Call Options: Issuer Call
13. (i) Status of the Notes: Senior
(ii) Date Board approval for
issuance of Notes obtained:
29 April 2021

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 0.375 per cent. per annum payable in arrear on
each Interest Payment Date
(ii) Interest Payment Date(s): 3 June in each year up to (and including) the
Maturity Date, commencing on 3 June 2022
(iii) Fixed Coupon Amount: EUR 3.75 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA)
15. Floating Rate Note Provisions Not Applicable
16. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

17. Call Option Applicable
(i) Optional Redemption Date(s): Any Business Day
(ii) Optional Redemption
Amount(s) of each Note and
method, if any, of calculation
of such amount(s):
Make-Whole Redemption Amount
(iii) If redeemable in part:
(a)
Minimum
Redemption Amount: Not Applicable
(b)
Maximum
Redemption Amount: Not Applicable
(iv) Notice period: Not less than 10 nor more than 60 days' notice
(v) Benchmark Security: DBR 0.250% due 15 February 2029
(vi) Reference Time:
Make-Whole Margin:
Linear Interpolation:
11 am (Central European Time)
(vii) 0.15 per cent.
Not Applicable
(viii)
(ix) Par Redemption Date: Any Business Day on or after 3 March 2029
(x) Clean-up Call: Applicable
(xi) Clean-up
Amount
Redemption EUR 1,000 per Calculation Amount
18. Put Option Not Applicable
19. Note Final Redemption Amount of each EUR 1,000 per Calculation Amount
20. Early Termination Amount
Early Redemption Amount (Tax) and
Early Termination Amount per
Calculation Amount payable on
redemption for taxation reasons or, as
the case may be, on event of default:
As set out in the Conditions
21. Special Mandatory Redemption Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. 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.

23. New Global Note Form: Applicable
24. Additional Financial Centre(s) or other
special provisions relating to Payment
Dates:
London
25. Talons for future Coupons or Receipts
to be attached to Definitive Notes (and
dates on which such Talons mature):
No
26. Consolidation provisions: Not Applicable

Signed on behalf of the Issuer:

JONATHAN SLADE

By: ………………………………………………… Duly authorised

PART B — OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

  • (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 Main Market of the London Stock Exchange plc with effect from on or about the Issue Date.
  • (ii) Estimate of total expenses related to admission to trading: £5,150 + VAT

2. RATINGS

Ratings: The Notes to be issued have been rated:

S&P Global Ratings UK Limited ("S&P"): BBB+

Moody's Investors Service Limited ("Moody's"): A3

Each of S&P and Moody's is established in the UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the "UK CRA Regulation"). Each of S&P and Moody's appears on the latest update of the list of registered credit rating agencies (as of 1 June 2021) on the FCA's Financial Services Register.

The rating S&P has given to the Notes is endorsed by S&P Global Ratings Europe Limited, which is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation").

The rating Moody's has given to the Notes is endorsed by Moody's Deutschland GmbH, which is established in the EEA and registered under the EU CRA Regulation.

In accordance with S&P ratings definitions available as at the date of these Final Terms on https://disclosure.spglobal.com/ratings/en/regulatory/article/- /view/sourceId/504352, obligations rated 'BBB' exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation.

In accordance with Moody's ratings definitions available as at the date of these Final Terms on https://www.moodys.com/ratingsprocess/Ratings-Definitions/002002, obligations rated 'A3' are considered upper medium-grade and are subject to low credit risk.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in "Subscription and Sale" in the Base Prospectus and for any fees payable to Banco Santander, S.A., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc, Mizuho International plc, Morgan Stanley & Co. International plc, Skandinaviska Enskilda Banken AB (publ) and Société Générale as Joint Lead Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. YIELD

Indication of yield: 0.428 per cent.

The indicative yield is calculated on an annual basis at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

ISIN Code: XS2347663507
Common Code: 234766350
FISN: See the website of the Association of National Numbering
Agencies (ANNA) or alternatively source from the responsible
National Numbering Agency that assigned the ISIN
CFI Code: See the website of the Association of National Numbering
Agencies (ANNA) or alternatively source from the responsible
National Numbering Agency that assigned the ISIN
Any clearing system(s)
other than Euroclear
Bank SA/NV and
Clearstream Banking
S.A. and the relevant
identification number(s):
Not Applicable
New Global Note
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
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 European
Central Bank being satisfied that Eurosystem eligibility criteria
have been met.
Delivery: Delivery against payment
Names and addresses of
additional paying
agent(s) (if any):
Not Applicable
Relevant Benchmark: Not Applicable
Prohibition of Sales to
EEA Retail Investors:
Applicable
Prohibition of Sales to
UK Retail Investors:
Applicable
TEFRA: The D Rules are applicable
Reasons for the Offer: To fund a portion of the Alexion acquisition consideration, to
pay or refinance a portion of Alexion's indebtedness and to pay
related fees and expenses, or for general corporate purposes.
Estimated Net Amount
of Proceeds of the Offer:
EUR 794,472,000

6. THIRD PARTY INFORMATION

The rating definitions provided in Part B, Item 2 of these Final Terms have been extracted from the websites of S&P and Moody's, each as defined above. The Issuer confirms that such information has been accurately reproduced and that, so far as the Issuer is aware and is able to ascertain from the information published by S&P and Moody's (as applicable), no facts have been omitted which would render the reproduced information inaccurate or misleading.