Final Terms dated 1 September 2023
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); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point
- of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the 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 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 FMSA and any rules or regulations made thereunder 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; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 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 each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018, 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 manufacturers' target market assessment; however, a distributor subject to 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.
Kering
Legal Entity Identifier (LEI): 549300VGEJKB7SVUZR78
Issue of €1,000,000,000 3.625 per cent. Fixed Rate Notes due 5 September 2031
under the €12,000,000,000
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 Conditions set forth in the Base Prospectus dated 6 December 2022 and the supplements to it dated 17 February 2023, 2 June 2023 and 3 August 2023 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation) (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus and these Final Terms have been published on the Issuer's website (www.kering.com) and the AMF's website (www.amf-france.org).
1. | (a) | Series Number: | 34 |
(b) | Tranche Number: | 1 | |
(c) | Date on which the Notes will be | Not Applicable | |
consolidated and form a single Series: | |||
2. | Specified Currency or Currencies: | Euro (€) |
3. Aggregate Nominal Amount:
(a) | Series: | €1,000,000,000 | |
(b) | Tranche: | €1,000,000,000 | |
4. | Issue Price: | 99.211 per cent. of the Aggregate Nominal | |
Amount | |||
5. | (a) | Specified Denomination(s): | €100,000 |
(b) | Calculation Amount: | €100,000 | |
6. | (a) | Issue Date: | 5 September 2023 |
(b) | Interest Commencement Date (if | Issue Date | |
different from the Issue Date): | |||
7. | Maturity Date: | 5 September 2031 | |
8. | Interest Basis: | 3.625 per cent. Fixed Rate | |
(further particulars specified below) | |||
9. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early | |
redemption, the Notes will be redeemed on the |
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Maturity Date at 100 per cent. of their nominal | ||
amount. | ||
10. | Change of Interest Basis: | Not Applicable |
11. | Put/Call Options: | Redemption following an Acquisition Event |
Investor Put (Change of Control) |
Make-whole Redemption by the Issuer Residual Maturity Call Option Issuer Clean-up Call Option (further particulars specified below)
12. Date(s) of corporate authorisation(s) for Decision dated 31 August 2023 of Mr. Jean-
issuance of Notes: | François Palus, in his capacity as Directeur | ||
Général Délégué of the Issuer in respect of the | |||
issue of the Notes. | |||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
13. | Fixed Rate Note Provisions: | Applicable | |
(a) | Rate of Interest: | 3.625 per cent. per annum payable in arrear on | |
each Interest Payment Date | |||
(b) | Interest Payment Date(s): | 5 September in each year from and including 5 | |
September 2024 to and including the Maturity | |||
Date | |||
(c) | Fixed Coupon Amount: | €3,625 per Calculation Amount | |
(d) | Broken Amounts: | Not Applicable |
- Day Count Fraction (Condition 5(a)): Actual/Actual ICMA
(f) | Determination | Date(s) | 5 September in each year | |
(Condition 5(a)): | ||||
14. | Floating Rate Provisions: | Not Applicable | ||
15. | Zero Coupon Note Provisions: | Not Applicable | ||
PROVISIONS RELATING TO REDEMPTION | ||||
16. | Issuer Call: | Not Applicable | ||
17. | Issuer Clean-up Call Option: | Applicable | ||
Notice period (if other than as set out in the | As set out in the Conditions | |||
Conditions): | ||||
18. | Redemption following an Acquisition Event | Applicable | ||
(a) | Acquisition Target: | Creed | ||
(b) | Acquisition Completion Date: | 31 March 2024 |
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(c) | Acquisition | Call | Redemption | €100,500 per Calculation Amount |
Amount: | ||||
(d) | If redeemable in part: | Applicable | ||
(i) | Minimum | Redemption | Not Applicable | |
Amount: | ||||
(ii) | Maximum | Redemption | €1,000,000,000 | |
Amount: |
19. | Investor Put: | Not Applicable | |
20. | Investor Put (Change of Control): | Applicable | |
(a) | Optional Redemption Date(s): | As set out in the Conditions | |
(b) | Optional Redemption Amount: | €100,000 per Calculation Amount | |
(c) | Notice period (if other than as set out | As set out in the Conditions | |
in the Conditions): | |||
21. | Final Redemption Amount: | €100,000 per Calculation Amount | |
22. | Make-whole Redemption by the Issuer: | Applicable | |
(a) | Reference Bond: | Calculated by reference to a reference security | |
being the German DBR 0.000 per cent. due 15 | |||
August 2031 (ISIN Code: DE0001102564) | |||
(b) | Make-whole Margin: | + 0.20 per cent. | |
(c) | Make-whole Calculation Agent: | Aether Financial Services | |
(d) | Partial Redemption: | Applicable | |
23. | Residual Maturity Call Option: | Applicable | |
(a) | Call Option Date: | Each Business Day from, and including, 7 June | |
2031 to, but excluding, the Maturity Date | |||
(b) | Notice period: | As set out in the Conditions |
24. Early Redemption Amount:
(a) | Early Redemption Amount(s) payable €100,000 per Calculation Amount | |||
on redemption for taxation reasons | ||||
(Condition | 6(i)), | for | illegality | |
(Condition | 6(m)) or | an | Event of |
Default (Condition 9):
- Redemption for taxation reasons Yes permitted on days other than Interest Payment Dates (Condition 6(i)):
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(c) | Unmatured Coupons to become void | Not applicable | ||
upon early redemption (Materialised | ||||
Bearer Notes only) (Condition 7(b)): | ||||
GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||
25. | Forms of Notes: | Dematerialised Notes | ||
(a) | Form of Dematerialised Notes: | Bearer dematerialised form (au porteur) | ||
(b) | Registration Agent: | Not Applicable | ||
(c) | Temporary Global Certificate: | Not Applicable | ||
26. | Additional | Financial | Centre(s) | Not Applicable |
(Condition 7(g)): | ||||
27. | Talons for future Coupons to be attached to | Not Applicable | ||
Definitive Notes: | ||||
28. | Redenomination, renominalisation and | Not Applicable | ||
reconventioning provisions: | ||||
29. | Consolidation provisions: | Not Applicable | ||
30. | Purchase in accordance with applicable laws | Applicable | ||
and regulations: |
31. Exclusion of the possibility to request Not Applicable identification information of the Noteholders
as provided by Condition 1(a)(i):
32. | Masse (Condition 11): | Name and address of the Representative: |
Aether Financial Services 36 rue de Monceau 75008 Paris
France
The Representative will receive a remuneration of €400 per year.
33. RMB Provisions:
(a) | RMB Currency Event: | Not Applicable |
(As referred to under Condition 7(i)) |
- Relevant Currency for Condition 7(i): Not Applicable
- Relevant Spot Rate Screen Pages for Condition 7(i):
- Relevant Spot Rate Screen Not Applicable Page (Deliverable Basis):
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Kering SA published this content on 05 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2023 08:23:08 UTC.