EXECUTION VERSION
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, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (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 by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (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 by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law 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.
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 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 by virtue of the European Union (Withdrawal) Act 2018 ("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.
Singapore Securities and Futures Act Product Classification - Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore, as modified or amended from time to time (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).
Final Terms dated 12 September 2023
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Reckitt Benckiser Treasury Services plc
Issue of EUR 650,000,000 3.625 per cent. Notes Due 14 September 2028
Legal entity Identifier (LEI): 213800LAXWIUOOBZ3908
Guaranteed by Reckitt Benckiser Group plc
under the £10,000,000,000
Euro Medium Term Note Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the term and conditions (the "Conditions") set forth in the base prospectus dated 4 September 2023 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information.
The Base Prospectus has been published on the Group's website (https://www.reckitt.com/investors/your-shareholding/emtn-programme-documents/).
1. | (i) | Issuer: | Reckitt Benckiser Treasury Services plc |
(ii) | Guarantor: | Reckitt Benckiser Group plc | |
2. | Series Number: | 1 | |
3. | Specified Currency or Currencies: | Euro ("EUR") | |
4. | Aggregate Principal Amount: | EUR 650,000,000 | |
5. | Issue Price: | 99.753 per cent. of the Aggregate Principal Amount | |
6. | (i) | Specified Denominations: | EUR 100,000 and integral multiples of EUR 1,000 in excess |
thereof up to and including EUR 199,000. No Notes in | |||
definitive form will be issued with a denomination above | |||
EUR 199,000. | |||
(ii) | Calculation Amount: | EUR 1,000 | |
7. | (i) | Issue Date: | 14 September 2023 |
(ii) | Interest Commencement Date: | Issue Date | |
8. | Maturity Date: | 14 September 2028 | |
9. | Interest Basis: | 3.625 per cent. Fixed Rate | |
(see paragraph 16 below) | |||
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 principal amount. | |||
11. | Change of Interest or | ||
Redemption/Payment Basis: | Not Applicable | ||
12. | Call Options: | Issuer Call | |
Clean-up Call Option |
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See paragraphs 19 to 22 below. | |
13. Status of the Notes: | Senior |
14. Status of the Guarantee of the Notes: Senior
15. | Date approval for issuance of Notes | 1 September 2023 in respect of the Notes and 17 and 18 July | ||
and | Guarantee | respectively | 2023 and 1 September 2023 in respect of the Guarantee. | |
obtained: | ||||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
16. | Fixed Rate Note Provisions | Applicable | ||
(i) | Rate of Interest: | 3.625 per cent. per annum payable in arrear on each Interest | ||
Payment Date | ||||
(ii) | Interest Payment Date(s): | 14 September in each year | ||
(iii) | Fixed Coupon Amount(s): | EUR 36.25 per Calculation Amount | ||
(iv) | Broken Amount(s): | Not Applicable | ||
(v) | Day Count Fraction: | Actual/Actual (ICMA) | ||
17. | Floating Rate Note Provisions | Not Applicable | ||
18. | Zero Coupon Note Provisions | Not Applicable | ||
PROVISIONS RELATING TO REDEMPTION | ||||
19. | Call Option | Applicable |
- Optional Redemption Date(s): Any Business Day up to but excluding the Maturity Date (an "Optional Redemption Date (Call)").
(ii) | Optional | Redemption | In respect of: | |
Amount(s) (Call) of each Note: | (i) an Optional Redemption Date (Call) falling prior to the | |||
Par Redemption Date, the Make Whole Redemption Price. | ||||
(ii) an Optional Redemption Date (Call) falling on or after | ||||
the Par Redemption Date, EUR 1,000 per Calculation | ||||
Amount. | ||||
(iii) | Make Whole | Redemption | Non-Sterling Make Whole Redemption Amount | |
Price: | ||||
(a) | Reference Bond: | DBR 0.250 per cent. due 15 Aug 2028 | ||
(b) | Quotation Time: | 11:00 am (CET) | ||
(c) | Redemption Margin: | 0.200 per cent. | ||
(d) | Par Redemption Date: | 14 June 2028 | ||
(e) | Determination Agent: | As per the Conditions. | ||
(iv) | Redemption in part: | Applicable | ||
(a) | Minimum | Redemption | EUR 100,000 | |
Amount: |
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(b) Maximum Redemption | Not Applicable | |
Amount | ||
(v) | Notice period: | As per the Conditions. |
20. Clean-up Call Option | Applicable | |
(i) | Clean-up Call Threshold: | 25 per cent. or less of the original aggregate principal |
amount of the Notes. | ||
(ii) | Optional Redemption Amount | EUR 1,000 per Calculation Amount. |
(Clean-up Call): | ||
(iii) | Notice period (if different from | Not Applicable |
the Conditions) | ||
21. Final Redemption Amount of each | EUR 1,000 per Calculation Amount. | |
Note |
22. Early Redemption Amount
(i) Early Redemption Amount(s) EUR 1,000 per Calculation Amount.
per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:
-
Notice period on redemption for tax reasons (if different
from Condition 9(b)
(Redemption for tax reasons)): Not Applicable - in line with the Conditions.
GENERAL PROVISIONS APPLICABLE TO THE NOTES
23. Form of Notes: | Bearer Notes: |
- New Global Note:
- Additional Financial Centre(s) or other special provisions relating to payment dates:
Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note.
Yes
London
26. Talons for future Coupons to be
attached to Definitive Notes (and dates on which such Talons mature): No
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Reckitt Benckiser Group plc published this content on 13 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2023 11:18:07 UTC.