Prospectus • Sep 8, 2022
Prospectus
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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 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 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 manufacturer's 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 manufacturer's 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.
Compass Group PLC
Legal Entity Identifier (LEI): 2138008M6MH9OZ6U2T68
£6,000,000,000 Euro Medium Term Note Programme (the "Programme")
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 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 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 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 PLC |
|---|---|---|---|
| 2. | (i) | Series Number: | 11 |
| (ii) | Tranche | 1 | |
| (iii) | Date on which Notes become fungible: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | Sterling ("GBP" or "£") | |
| 4. | Aggregate Nominal Amount: | GBP 250,000,000 | |
| 5. | Issue Price: | 99.135 per cent. of the Aggregate Nominal Amount |
|
| 6. | (i) | Specified Denominations: | GBP 100,000 plus integral multiples of GBP 1,000 in excess thereof |
| (ii) | Calculation Amount: | GBP 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 September 2032 | |
| 9. | Interest Basis: | 4.375 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. |
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|---|---|---|---|---|
| 11. | Change of Interest: | Not Applicable | ||
| 12. | Put/Call Options: | Issuer Call | ||
| 13. | Date Board approval for issuance of Notes obtained: |
23 August 2022 | ||
| 14. | Fixed Rate Note Provisions | Applicable | ||
| (i) | Rate of Interest: | 4.375 per cent. per annum payable in arrear on each Interest Payment Date |
||
| (ii) | Interest Payment Date: | 8 September in each year, from and including 8 September 2023, up to and including the Maturity Date |
||
| (iii) | Fixed Coupon Amount: | GBP 43.75 per Calculation Amount | ||
| (iv) | Broken Amount: | Not Applicable | ||
| (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 June 2032 to, but excluding, the Maturity Date |
||
| Make-Whole Call: Any date from the Issue Date to, but excluding, 8 June 2032 |
||||
| (ii) | Optional Redemption Amount(s) | Par Call: GBP 1,000 per Calculation Amount | ||
| of each Note: | Make-Whole Call: the Make-Whole Redemption Amount |
|||
| (a) | Redemption Margin: | 0.25 per cent. | ||
| (b) | Reference Bond: | UKT 4.25% due June 2032 | ||
| (c) | Quotation Time: | 11 a.m. UKT | ||
| (d) | Par Redemption Date: | 8 June 2032 | ||
| (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 | GBP 1,000 per Calculation Amount | ||
| 20. | Early Redemption Amount | GBP 1,000 per Calculation Amount | ||
| Early | Calculation | Redemption Amount(s) per 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): | TARGET |
| 24. | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No |
Not Applicable.
Signed on behalf of Compass Group PLC:
By: ...................................................................... Duly authorised signatory
To finance and/or refinance Sustainable Projects (See "Use of Proceeds" wording in the Base Prospectus).
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.
Indication of yield: 4.484 per cent. per annum
| ISIN Code: | XS2528582450 | |||
|---|---|---|---|---|
| Common Code: | 252858245 | |||
| Any Euroclear Clearstream |
clearing system(s) other than Bank SA/NV and 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: |
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time 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 |
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| BNP Paribas 16, boulevard des Italiens 75009 Paris France |
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| Mizuho International plc 30 Old Bailey London EC4M 7AU UK |
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| NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom |
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| Société Générale Immeuble Basalte 17 Cours Valmy 92987 |
Paris La Défense Cedex
| (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 |
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