Final Terms of 3.500% Notes due 2034 of Linde plc
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EX-4.2 4 d815371dex42.htm EX-4.2 EX-4.2
Exhibit 4.2
Linde plc
3.500% €750,000,000 Unsecured Notes due 04 June 2034
Terms & Conditions
| Issuer: | Linde plc, Ireland | |
| Issuer LEI: | 5299003QR1WT0EF88V51 | |
| Issuer Ratings: | A2 (stable) by Moody’s / A (stable) by S&P | |
| Expected Issue Ratings: | A2 by Moody’s / A by S&P | |
| Form of the Notes: | Bearer form; the Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note | |
| Status of the Notes: | Senior, unsecured | |
| Currency: | Euro (“EUR” or “€”) | |
| Notional Amount: | €750,000,000 | |
| Pricing Date: | 28 May 2024 | |
| Settlement Date: | 04 June 2024 (T+5) | |
| Maturity Date: | 04 June 2034 | |
| First Coupon Date: | 04 June 2025 | |
| Term of Notes: | 10 years | |
| Spread over EUR-MS: | +75 bps | |
| EUR-MS Rate (p.a.): | 2.844% | |
| Re-offer yield (p.a.): | 3.594% | |
| Coupon (p.a.): | 3.500% per year | |
| Issue / Re-offer Price: | 99.222% of the Notional Amount | |
| Redemption: | 100% | |
| Fees: | 25bps of the Notional Amount (incl. 20bps base fee1 / 5bps discretionary fee2) | |
| All-in Price (net of fees): | 98.972% of the Notional Amount | |
| Net Proceeds: | €742,290,000 | |
| Benchmark Bund: | DBR 2.2 02/15/34 | |
| Benchmark Price: | 96.65% | |
| Re-offer spread vs. Benchmark: | +100.1 bps | |
| Business Days: | TARGET | |
| Interest Rate Provisions: | Act/Act (ICMA) Day Count Fraction, payable annually in arrears on 04 June each year | |
| Business Day Convention: | Following, Unadjusted | |
| 1 | To be split between Active Bookrunners (18% each), Passive Bookrunners (15% each), Co-Managers Group A (2% each), Co-Managers Group B (1% each) |
| 2 | To be split equally between Active Bookrunners |
| Denominations: | EUR 100,000 | |
| Tax Call: | Applicable | |
| Make-whole Call: | Applicable at the yield of the Benchmark Bund plus 15 bps | |
| 3 months Par Call: | Applicable | |
| Change of Control Put: | Holder put at par upon a change of control | |
| Clean-up Call: | Applicable (75%) | |
| Documentation: | Under the Base Prospectus dated 8 May, 2024 of the Issuer’s Debt Issuance Programme (the “Base Prospectus”) | |
| Use of Proceeds: | General corporate purposes | |
| Governing Law: | German | |
| Target Market (MIFID II and UK MiFIR product governance): | Manufacturer target market (MiFID II product governance and UK MiFIR product governance rules) is eligible counterparties and professional clients only (all distribution channels). No sales to retail in EEA or in the United Kingdom. No PRIIPs or UK PRIIPs key information document (KID) will be prepared. | |
| Listing: | EuroMTF of the Luxembourg Stock Exchange | |
| Selling Restrictions: | As per the Base Prospectus dated 8 May, 2024 | |
| Clearing System: | Clearstream Banking Luxembourg / Euroclear | |
| Security Codes: | ISIN: XS2834282225 / Common Code: 283428222 | |
| Settlement Bank: | J.P. Morgan | |
| Calculation Agent: | The Calculation Agent shall be an independent bank of international standing or an independent financial adviser with relevant expertise, selected by the Issuer | |
| Active Bookrunners: | HSBC, J.P. Morgan (B&D), Société Générale | |
| Passive Bookrunners: | Bank of America, UniCredit | |
| Co-managers Group A: | Bank of China, UBS, Banco Bilbao, Banco Santander, BNP Paribas, Standard Chartered | |
| Co-managers Group B: | Commerzbank, Helaba, BayernLB, LBBW | |
