Final Terms of 3.750% Notes due 2044 of Linde plc
Exhibit 4.3
3.750% €700,000,000 Unsecured Notes due 04 June 2044
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: | €700,000,000 | |
| Pricing Date: | 28 May 2024 | |
| Settlement Date: | 04 June 2024 (T+5) | |
| Maturity Date: | 04 June 2044 | |
| First Coupon Date: | 04 June 2025 | |
| Term of Notes: | 20 years | |
| Spread over EUR-MS: | +108 bps | |
| EUR-MS Rate (p.a.): | 2.766% | |
| Re-offer yield (p.a.): | 3.846% | |
| Coupon (p.a.): | 3.750% per year | |
| Issue / Re-offer Price: | 98.677% of the Notional Amount | |
| Redemption: | 100% | |
| Fees: | 35bps of the Notional Amount (incl. 30bps base fee1 / 5bps discretionary fee2) | |
| All-in Price (net of fees): | 98.327% of the Notional Amount | |
| Net Proceeds: | €688,289,000 | |
| Benchmark Bund: | DBR 3.25 07/04/42 | |
| Benchmark Price: | 106.7% | |
| Re-offer spread vs. Benchmark: | +107.2bps | |
| 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 | |
| Denominations: | EUR 100,000 | |
| Tax Call: | Applicable | |
| Make-whole Call: | Applicable at the yield of the Benchmark Bund plus 20 bps | |
| 6 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: XS2834282498 / Common Code: 283428249 | |
| 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 | |
| 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 |
Important Notice
The Notes may not be suitable for all investors. Before proceeding with any investment in the Notes, potential investors should determine, without reliance upon any of the Bookrunners, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of such an investment, and that they are able to assume these risks. Investors should conduct their own analysis, using such assumptions as they deem appropriate in making an investment decision. By accepting receipt of this Termsheet, the recipients will be deemed to represent that they possess, either individually or through their advisers, sufficient investment expertise to understand the risks involved in any purchase or sale of the Notes.
This Termsheet is not an offer to sell Notes and not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted or to any person or entity to whom it is unlawful to make a sale. In particular, the Notes may not be offered to the public in a Member State of the European Economic Area prior to the publication of the Final Terms in accordance with the Prospectus Regulation or any relevant implementing measure, except pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of the Prospectus Regulation and/or any relevant implementing measures, in particular to qualified investors within the meaning of the Prospectus Regulation.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or the securities laws of any other jurisdiction, and the Notes may not be offered or sold within the United States or to, or for the account or benefit of , “U.S. persons” (as defined in regulations under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
