AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Compass Group PLC

Capital/Financing Update Sep 7, 2022

4807_rns_2022-09-07_3d00b965-db20-4077-bf97-eea676138fcd.pdf

Capital/Financing Update

Open in Viewer

Opens in native device viewer

FINAL TERMS

PROHIBITION OF SALES TO EEA 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"); or (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. No key information document required by Regulation (EU) No 1286/2014 (as amended, 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 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 in the UK by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the Financial Services and Markets Act 2000 (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 in the UK by virtue of the EUWA. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in 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.

EU 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 EU 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 EU 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 in 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. 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.

Final Terms dated 6 September 2022

Compass Group PLC

Legal Entity Identifier (LEI): 2138008M6MH9OZ6U2T68

Compass Group Finance Netherlands B.V.

Legal Entity Identifier (LEI): 213800YZZX39WY5G7M06

£6,000,000,000 Euro Medium Term Note Programme (the "Programme")

unconditionally and irrevocably guaranteed, in the case of Notes issued by Compass Group Finance Netherlands B.V., by Compass Group PLC

Compass Group Finance Netherlands B.V. Issue of EUR 500,000,000 3.000 per cent. Sustainable Guaranteed Notes due 2030 guaranteed by Compass Group PLC

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 the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in the UK of the Notes may only do so in circumstances in which no obligation arises for the Issuer, the Guarantor or any Dealer to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer, the Guarantor 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, the Guarantor 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 15 July 2022 which constitutes a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in 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 Article 8.1 of the UK Prospectus Regulation. These Final Terms contain the final terms of the Notes and must be read in conjunction with such 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. (i) Issuer Compass Group Finance Netherlands B.V.
(ii) Guarantor Compass Group PLC
2. (i) Series Number: 10
(ii) Tranche: 1
(iii) Date on which Notes become
fungible:
Not Applicable
3. Specified Currency or Currencies: Euro ("EUR" or "€")
4. Aggregate Nominal Amount: EUR 500,000,000
5. Issue Price: 99.202 per cent. of the Aggregate Nominal
Amount
6. (i) Specified Denominations: EUR 100,000 plus integral multiples of EUR
1,000 in excess thereof
(ii) Calculation Amount: EUR 1,000
7. (i) Trade Date: 31 August 2022
(ii) Issue Date: 8 September 2022
(iii) Interest Commencement Date: Issue Date
8. Maturity Date: 8 March 2030
9. Interest Basis: 3.000 per cent. Fixed Rate
10. Redemption/Payment Basis: Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their nominal
amount.
11. Change of Interest: Not Applicable
12. Put/Call Options: Issuer Call
13. Date Board approval for issuance of Notes
and Guarantee respectively obtained:
29 August 2022 and 23 August 2022 respectively
14. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 3.000 per cent. per annum payable in arrear on
each Interest Payment Date
(ii) Interest Payment Date: 8 March in each year, from and including 8
March 2024, up to and including the Maturity
Date
(iii) Fixed Coupon Amount: EUR 30.00 per Calculation Amount in respect of
each Interest Payment Date from and including 8
March 2025 to and including the Maturity Date
(iv) Broken Amount: EUR 44.88 per Calculation Amount, in respect
of the period from and including the Interest
Commencement Date, to but excluding 8 March
2024
(v) Day Count Fraction: Actual/Actual (ICMA)
15. Floating Rate Note Provisions Not Applicable
16. Zero Coupon Note Provisions Not Applicable
17. Call Option Applicable
(i) Optional Redemption Date(s): Par
Call:
Any
date
from
and
including
8 December 2029 to, but excluding, the Maturity
Date.
Make-Whole Call: Any date from the Issue Date
to, but excluding, 8 December 2029.
(ii) Optional Redemption Amount(s)
of each Note:
Par Call: EUR 1,000 per Calculation Amount
Make-Whole Call: the Make-Whole Redemption
Amount
(a) Redemption Margin: 0.30 per cent.
(b) Reference Bond: DBR 0.00 per cent. due February 2030
(c) Quotation Time: 11 a.m. CET
(d) Par Redemption Date: 8 December 2029
(iii) Redeemable in part: Not Applicable
(iv) Notice period: Condition 9(c) is applicable
18. Put Option Not Applicable
19. Final Redemption Amount of each Note EUR 1,000 per Calculation Amount
20. Early Redemption Amount EUR 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:
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
22. New Global Note: Yes
23. Additional Financial Centre(s): London

THIRD PARTY INFORMATION

Not Applicable.

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING Listing and Admission to trading Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market and have been admitted to the official list of the United Kingdom Listing Authority with effect from the Issue Date. 2. RATINGS Ratings: The Notes to be issued have been rated: S&P Global Ratings UK Limited ("S&P"): A Moody's Investors Service Ltd ("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 European Union (Withdrawal) Act 2018 (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 14 July 2022) on the FCA's Financial Services Register. The rating each of S&P and Moody's has given to the Notes to be issued under the Programme is endorsed by S&P Global Ratings Europe Limited and Moody's Deutschland GmbH each of which is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation").

3. REASONS FOR THE OFFER AND USE OF PROCEEDS

To finance and/or refinance Sustainable Projects (See "Use of Proceeds" wording in the Base Prospectus).

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

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

5. TOTAL EXPENSES AND NET PROCEEDS

(i) Estimated Net Proceeds EUR 494,510,000
----- ------------------------ -----------------
  • (ii) Estimated total expenses: GBP 5,080
    1. YIELD

Indication of yield: 3.116 per cent. per annum

7. OPERATIONAL INFORMATION

ISIN Code: XS2528582377
Common Code: 252858237
Euroclear Any clearing system(s) other than
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
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 ECB being satisfied that
Eurosystem eligibility criteria have been met.
Relevant Benchmarks: Not Applicable
8. DISTRIBUTION
(i) US Selling Restrictions: Reg. S Compliance Category
2; TEFRA D
applicable
(ii) If
syndicated,
names
and
addresses of Managers and
underwriting commitments:
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London, E14 4BB
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Mizuho Securities Europe GmbH
Taunustor 1
60310 Frankfurt am Main
Germany
NatWest Markets N.V.
Claude Debussylaan 94
1082 MD Amsterdam
The Netherlands
Société Générale
Immeuble Basalte
17 Cours Valmy 92987
Paris La Défense Cedex
France
(iii) Stabilising
Manager(s)
(if
any):
Barclays Bank PLC
(iv) If non-syndicated, name and
address of relevant Dealer:
Not Applicable
(v) Additional selling restrictions Not Applicable
(vi) Prohibition of Sales to EEA
Retail Investors:
Applicable
(vii) Prohibition of Sales to UK
Retail Investors:
Applicable
(viii) Prohibition
of
Sales
to
Belgian Consumers:
Not Applicable

Talk to a Data Expert

Have a question? We'll get back to you promptly.