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ARLA FOODS AMBA ... 224845-3-18460-v9.0 70-40680774 BASE LISTING PARTICULARS ARLA FOODS AMBA (incorporated as a co-operative in the Kingdom of Denmark) AND ARLA FOODS FINANCE A/S (incorporated

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  • 224845-3-18460-v9.0 70-40680774

    BASE LISTING PARTICULARS

    ARLA FOODS AMBA

    (incorporated as a co-operative in the Kingdom of Denmark)

    AND

    ARLA FOODS FINANCE A/S

    (incorporated with limited liability in the Kingdom of Denmark)

    and in respect of the Notes issued by Arla Foods Finance A/S, guaranteed by

    ARLA FOODS AMBA

    EUR 750,000,000

    Euro Medium Term Note Programme

    ___________________________________

    Under the Euro Medium Term Note Programme described in this base listing particulars (the "Base Listing Particulars") (the

    "Programme"), Arla Foods amba ("Arla Foods") and Arla Foods Finance A/S ("Arla Finance") (each an "Issuer" and together the

    "Issuers"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue euro medium term notes (the

    "Notes"). Notes issued pursuant to the Programme may include Notes issued by each Issuer designated as "Danish Notes" or "Norwegian

    Notes" in the applicable Pricing Supplement. The payment of all amounts due in respect of any Notes issued by Arla Finance will be

    unconditionally and irrevocably guaranteed by Arla Foods (the "Guarantor").

    The Notes may be issued on a continuing basis to one or more of the Dealers specified herein and any additional Dealer appointed under the

    Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or

    on an on-going basis.

    This Base Listing Particulars does not constitute a prospectus for the purposes of Article 5 of Directive 2003/71/EC (as such directive may be

    amended from time to time, the "Prospectus Directive"). The Issuer is not offering the Notes in any jurisdiction in circumstances that would

    require a prospectus to be prepared pursuant to the Prospectus Directive. Application has been made to The Irish Stock Exchange plc trading

    as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to the official list (the "Official List") and to trading on the Global

    Exchange Market of Euronext Dublin (the "GEM"). There can be no assurance that any such approval will be granted or, if granted, that

    such listing will be maintained. Application will be made to Euronext Dublin to approve this offering circular as a Base Listing Particulars.

    References in this Base Listing Particulars to Notes being "listed" (and all related references) shall mean that such Notes have been admitted

    to the Official List and to trading on the GEM. The Programme provides that Notes may be listed on such other or further stock exchange(s)

    as may be agreed between each Issuer and the relevant Dealer (as defined below).

    Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of each

    Issuer and the Guarantor to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below.

    The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or

    with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to US tax

    law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for

    the account or benefit of, US persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions

    exempt from the registration requirements of the Securities Act.

    Arranger

    DANSKE BANK

    Dealers

    Danske Bank

    HSBC

    SEB

    Handelsbanken Capital Markets

    Nordea

    29 May 2018

  • 224845-3-18460-v9.0 70-40680774

    CONTENTS

    Page

    IMPORTANT NOTICES ....................................................................................................................... 1

    OVERVIEW .......................................................................................................................................... 4

    RISK FACTORS .................................................................................................................................... 8

    DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 15

    PRICING SUPPLEMENT AND LISTING PARTICULARS ................................................................ 16

    FORMS OF THE NOTES .................................................................................................................... 17

    TERMS AND CONDITIONS OF THE NOTES ................................................................................... 25

    USE OF PROCEEDS ........................................................................................................................... 54

    FORM OF PRICING SUPPLEMENT .................................................................................................. 55

    DESCRIPTION OF ARLA FOODS AMBA ......................................................................................... 65

    DESCRIPTION OF ARLA FOODS FINANCE A/S ............................................................................. 77

    TAXATION ......................................................................................................................................... 78

    SUBSCRIPTION AND SALE .............................................................................................................. 81

    GENERAL INFORMATION ............................................................................................................... 85

  • 224845-3-18460-v9.0 - 1 - 70-40680774

    IMPORTANT NOTICES

    Responsibility for this Base Listing Particulars and the Pricing Supplement for each Tranche of Notes issued

    under the Programme

    Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base Listing

    Particulars and the Pricing Supplement for each Tranche of Notes issued under the Programme and declares that,

    having taken all reasonable care to ensure that such is the case, the information contained in this Base Listing Particulars and the Pricing Supplement for each Tranche of Notes issued under the Programme is, to the best of its

    knowledge, in accordance with the facts and contains no omission likely to affect its import.

    Pricing Supplement / Listing Particulars

    Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of

    the Notes" (the "Conditions") as completed by a document specific to such Tranche called the pricing supplement

    (the "Pricing Supplement") or as amended, supplemented and/or replaced in separate listing particulars specific to

    such Tranche (the "Listing Particulars") as described under "Pricing Supplement and Listing Particulars" below.

    Product Governance / target market under Directive 2014/65/EU (as amended)

    A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product

    Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer

    subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the

    Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product

    Governance Rules.

    The Pricing Supplement or Listing Particulars, as the case may be in respect of any Notes will include a legend

    entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and

    which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or

    recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a

    distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target

    market assessment in respect of the Notes (by either adopting or refining the target market assessment) and

    determining appropriate distribution channels.

    Other relevant information

    This Base Listing Particulars must be read and construed together with any supplements hereto and with any

    information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of a

    Pricing Supplement, must be read and construed together with the relevant Pricing Supplement. In the case of a Tranche of Notes which is the subject of a Listing Particulars, each reference in this Base Listing Particulars to

    information being specified or identified in the relevant Pricing Supplement shall be read and construed as a

    reference to such information being specified or identified in the relevant Listing Particulars unless the context

    requires otherwise.

    Each Issuer and the Guarantor have confirmed to the Dealers and the Arranger named under "Subscription and Sale" below that this Base Listing Particulars contains all information which is (in the context of the Programme, the

    issue, offering and sale of the Notes and the guarantee of the Notes) material; that such information is true and

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