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Compass Group PLC

Prospectus Feb 6, 2024

4807_rns_2024-02-06_6b629e23-a0f6-426c-b974-a2a805979a50.pdf

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, "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. Consequently, 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 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 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. Consequently, 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. 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 2 February 2024

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

Issue of EUR 750,000,000 3.250 per cent. Sustainable Notes due 2031

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 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 14 July 2023 and the supplement to it dated 25 January 2024 which together constitute 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. Issuer Compass Group PLC
2. (i) Series Number: 12
(ii) Tranche: 1
(iii) Date on which Notes become
fungible:
Not Applicable
3. Specified Currency or Currencies: Euro ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR 750,000,000
(ii) Tranche: EUR 750,000,000
5. Issue Price: 99.840 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: 30 January 2024
(ii) Issue Date: 6 February 2024
(iii) Interest Commencement Date: Issue Date
8. Maturity Date: 6 February 2031
9. Interest Basis: 3.250 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
Clean-up Call Option
13. Date Board approval for issuance of Notes
obtained:
16 November 2023

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 3.250 per cent. per annum payable in arrear on
each Interest Payment Date
(ii) Interest Payment Date(s): 6 February in each year, from (and including) 6
February 2025 to (and including) the Maturity
Date
(iii) Fixed Coupon Amount: EUR 32.50 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 date from and including the Issue Date to,
but excluding, the Maturity Date
(ii) Optional Redemption Amount(s)
of each Note:
Make-Whole Redemption Amount
(a) Redemption Margin: 0.200 per cent.
(b) Reference Bond: DBR 2.400 per cent. due 15 November 2030
(c) Quotation Time: 11 a.m. CET
(d) Par Redemption Date: 6 November 2030
(iii) Redeemable in part: Not Applicable
(iv) Notice period: Condition 9(c) is applicable
18. Put Option Not Applicable
19. Clean-up Call Option Applicable
(i)
Clean-up Call Threshold:
25.00 per cent.
(ii) Optional
Redemption
Amount
(Clean-up Call):
EUR 1,000 per Calculation Amount
(iii) Notice period (if different from the
Conditions)
Not Applicable – in line with Condition 9(f)
(Clean-up Call)
20. Final Redemption Amount of each Note EUR 1,000 per Calculation Amount
21. 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:

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
described in the Permanent Global Note
23. New Global Note: Yes
24. Additional Financial Centre(s): London
25. Talons for future Coupons or Receipts to
be attached to Definitive Notes (and dates
on which such Talons mature):
No

THIRD-PARTY INFORMATION

The descriptions of the ratings definitions of S&P and Moody's (as defined below) provided under 'Ratings' below have been extracted from the websites of S&P and Moody's specified under 'Ratings' below. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from the information published by S&P and Moody's, no facts have been omitted which would render the reproduced information inaccurate or misleading.

BRENDAN BOUCHER

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 are expected to be rated: S&P Global Ratings UK Limited ("S&P"): A Moody's Investors Service Ltd ("Moody's"): A2 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 30 November 2023) on the FCA's Financial Services Register. The rating S&P has given to the Notes to be issued under the Programme 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 to be issued under the Programme is endorsed by Moody's Deutschland GmbH, which is established in the EEA and registered under the EU CRA

In accordance with S&P's ratings definitions available as at the date of these Final Terms on https://www.standardandpoors.com/en_US/web/guest/article/-/view/sourceId/504352, an obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong. In accordance with Moody's ratings definitions available as at the date of these Final Terms on https://www.moodys.com/ratings-process/Ratings-Definitions/002002, obligations rated 'A' are considered upper medium-grade and are subject to low credit risk. The modifier "2" indicates a mid-range ranking of the generic rating category.

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 is aware, no person involved in the offer of the Notes has an interest material to the offer

5. TOTAL EXPENSES AND NET PROCEEDS

Indication of yield: 3.276 per cent. per annum
6. YIELD
(ii) Estimated total expenses: £6,050
(i) Estimated Net Proceeds EUR 746,925,000

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: XS2758114321
Common Code: 275811432
Any clearing system(s) other than
Euroclear
Bank
Clearstream Banking S.A. and the
relevant identification number(s):
SA/NV
and
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 Benchmark: Not Applicable
8. DISTRIBUTION
(i)
US Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(ii)
If
syndicated,
names
and
Citigroup Global Markets Limited

addresses of Managers and underwriting commitments:

Citigroup Centre Canada Square Canary Wharf London, E14 5LB

ING Bank N.V.

Bijlmerdreef 106, 1102 CT Amsterdam, The Netherlands

UniCredit Bank GmbH

Arabellastr. 12 81925 Munich, Germany

Wells Fargo Securities International Limited 33 King William Street

London EC4R 9AT 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
  • (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: Applicable

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