Compass Group PLC — Capital/Financing Update 2014

Jun 27, 2014

CONFORMED COPY

Final Terms dated 24 June 2014

COMPASS GROUP PLC

Issue of £250,000,000 3.850 per cent. Notes due 2026

under the £2,000,000,000

Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Directive 2003/71/EC (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as defined below) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.

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 14 January 2014 and the supplement to it dated 12 June 2014 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) as amended (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. These Final Terms contain the final terms of the Notes and must be read in conjunction with such Base Prospectus.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the market news section of the London Stock Exchange website (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html)

1.	Issuer:		Compass Group PLC
2.	(i) Series Number:		4
	(ii)	Tranche:	1
3.		Specified Currency or Currencies:	Pounds sterling ("£")
4.		Aggregate Nominal Amount:	£250,000,000
5.	Issue Price:		99.737 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)	Issue Date:	27 June 2014
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		26 June 2026

9.	Interest Basis:	3.850 per cent. Fixed Rate
10.	Redemption/Payment Basis:	Redemption at par
11.	Change of Interest:	Not Applicable
12.	Put/Call Options:	Not Applicable
13.	Date approval for issuance of Notes	11 June 2014

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

obtained:

14.		Fixed Rate Note Provisions	Applicable
	(i) Rate of Interest:		3.850 per cent. per annum payable in arrear on each Interest Payment Date
	(ii) Interest Payment Date(s):		26 June in each year, commencing on 26 June 2015 (the "First Interest Payment Date") and ending on the Maturity Date
			There will be a short first coupon
	(iii)	Fixed Coupon Amount(s):	£38.50 per Calculation Amount payable on each Interest Payment Date other than the First Interest Payment Date
	(iv)	Broken Amount(s):	£38.39 per Calculation Amount, payable on the First Interest Payment Date in respect of the period from, and including, the Issue Date to, but excluding, 26 June 2015
	(v)	Day Count Fraction:	Actual/Actual (ICMA), unadjusted
15.	Floating Rate Note Provisions		Not Applicable
16.	Zero Coupon Note Provisions		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
17.	Call Option		Not Applicable

18.	Put Option	Not Applicable
19.	Final Redemption Amount of each Note	£1,000 per Calculation Amount
20.	Early Redemption Amount	£1,000 per Calculation Amount

Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21.	Form of Notes:	Bearer Notes:
		Temporary Global Note exchangeable for a
		Permanent Global Note which is exchangeable for

Definitive Notes in the limited circumstances

described in the Permanent Global Note

In relation to any Notes issued with a denomination of £100,000 (or equivalent) and integral multiples of £1,000 (or equivalent), the Permanent Global Note representing such Notes shall only be exchangeable for Definitive Notes in the limited circumstances of (i) Euroclear or Clearstream, Luxembourg or any other relevant clearing system closing for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announcing an intention permanently to cease business or in fact doing so and no alternative clearing system satisfactory to the Trustee is available or (ii) any of the circumstances described in Condition 13 (Events of Default) occurring and continuing.

1. New Global Note: No

2. Additional Financial Centre(s): Not Applicable

3. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No

Signed on behalf of Compass Group PLC:

By: DOMINIC BLAKEMORE

Name: Dominic Blakemore Title: Group Finance Director

Duly authorised

cc. The Bank of New York Mellon

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

	(i)	Listing and Admission to trading	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and have been admitted to the official list of the UK Listing Authority with effect from the Issue Date.
2.	RATINGS

Ratings: The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally:

Standard & Poor's Credit Market Services Europe Limited ("S&P"): A

Moody's Investors Service Ltd. ("Moody's"): Baa1

Moody's and S&P are established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.

3. REASONS FOR THE OFFER AND USE OF PROCEEDS

(i) Total Net Proceeds £248,467,500

General corporate purposes

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

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."

5. TOTAL EXPENSES AND NET PROCEEDS

	(ii) Estimated total expenses:	£3,650
6.	YIELD
	Indication of yield:	3.878 per cent.
		As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
7.	OPERATIONAL INFORMATION
	ISIN Code:	XS1079317167
	Common Code:	107931716

Any	clearing	system(s)	other	than	Not Applicable
		Euroclear Bank S.A./N.V. and Clearstream
		Banking, société anonyme and the relevant
identification number(s):
Delivery:					Delivery against payment
	Agent(s) (if any):	Names and addresses of additional Paying			Not Applicable

8. DISTRIBUTION

• (i) US Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
• (ii) If syndicated, names and addresses of Managers and underwriting commitments:

The Bookrunners

Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom

Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom

Banco Santander, S.A. Ciudad Grupo Santander, Edificio Encinar Avenida de Cantabria 28660, Boadilla del Monte Madrid, Spain

BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom

Lloyds Bank plc 10 Gresham Street London EC2V 7AE United Kingdom

Mizuho International plc Bracken House One Friday Street London EC4M 9JA United Kingdom

Société Générale Tours Société Générale 17 Cours Valmy 92987 Paris La Défense Cedex France

The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom

(iii)	Stabilising Manager(s) (if any):	Not Applicable
(iv)	If non-syndicated, name and address of relevant Dealer:	Not Applicable

(v) Additional selling restrictions: Not Applicable