Prospectus • Sep 16, 2024
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 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. 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 12 September 2024
Compass Group PLC
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 500,000,000 3.250 per cent. Sustainable Notes due 2033
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 28 June 2024 (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: | 13 | |
| (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 500,000,000 | ||
| (ii) | Tranche: | EUR 500,000,000 | ||
| 5. | Issue Price: | 99.249 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: | 9 September 2024 | |
| (ii) | Issue Date: | 16 September 2024 | ||
| (iii) | Interest Commencement Date: | Issue Date | ||
| 8. | Maturity Date: | 16 September 2033 | ||
| 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
| 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): | 16 September in each year, from (and including) 16 September 2025 up 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 2.600 per cent. due 15 August 2033 | |||
| (c) | Quotation Time: | 11 a.m. CET | |||
| (d) | Par Redemption Date: | 16 June 2033 | |||
| (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) | Conditions) | Notice period (if different from the | Not Applicable – in line with Condition 9(f) (Clean-up Call) |
||
| 20. | Note: | Final Redemption Amount of each | EUR 1,000 per Calculation Amount | ||
| 21. | Early Redemption Amount |
Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early:
EUR 1,000 per Calculation Amount
| 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 | No |
be attached to Definitive Notes (and dates on which such Talons mature):
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
By: ...................................................................... Duly authorised
| 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 to the official list of the United Kingdom Financial Conduct 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 Regulation.
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.
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
| (i) | Estimated Net Proceeds: | EUR 494,995,000 | ||||
|---|---|---|---|---|---|---|
| (ii) | Estimated total expenses: | £6,050 | ||||
| 6. | YIELD | |||||
| Indication of yield: | 3.348 per cent. per annum | |||||
| 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: | XS2895051212 | |||||
| Common Code: | 289505121 | |||||
| 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 Benchmark: | 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: |
Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom |
||||
| J.P. Morgan Securities plc 25 Bank Street London E14 5JP United Kingdom |
||||||
| Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom |
||||||
| Société Générale |
Immeuble Basalte 17 Cours Valmy CS 50318 92972 Paris La Défense Cedex
| (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 |
Applicable |
Belgian Consumers:
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