Linde plc EUR 850,000,000 2.625% Unsecured Notes Due 2029 Indicative Terms and Conditions
Linde plc is issuing EUR 850 million in unsecured notes, maturing in February 2029, with a 2.625% annual interest rate. The notes are senior, denominated in euros, and governed by German law. Proceeds will be used for general corporate purposes. The notes are offered to professional investors only, not retail, and are listed on the Luxembourg Stock Exchange. Key features include early redemption options, change of control protection for holders, and specific selling restrictions. The issue is part of Linde’s debt issuance program and is managed by several major financial institutions.
Exhibit 4.1
Linde plc
2.625% EUR 850,000,000 Unsecured Notes due 2029
Indicative Terms & Conditions
| Issuer: | Linde plc | |
| Issuer LEI: | 5299003QR1WT0EF88V51 | |
| Issuer Ratings: | A2 (stable) / A (stable) by Moody’s / S&P | |
| Issue Ratings: | A2 / A by Moody’s / S&P | |
| Form of the Notes: | Bearer form; 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”) | |
| Notional Amount: | EUR 850,000,000 | |
| Trade Date: | 10 February 2025 | |
| Settlement Date: | 18 February 2025 (T+6) | |
| Maturity Date: | 18 February 2029 | |
| First Coupon Date: | 18 February 2026 | |
| Term of Notes: | 4 years | |
| Spread over EUR-MS: | +55 bps | |
| EUR-MS Rate (p.a.): | 2.177% | |
| Re-offer yield (p.a.): | 2.727% | |
| Coupon (p.a.): | 2.625% per year | |
| Issue / Re-offer Price: | 99.618% of the Notional Amount | |
| Redemption: | 100% | |
| Fees: | 15 bps of the Notional Amount as base fee (to be deducted from the issue proceeds) (the “Base Fee”) distributed to the Bookrunners and Co-Leads
5 bps of the Notional Amount as discretionary fee (the “Discretionary Fee”) distributed to Citigroup, BofA Securities and Mizuho | |
| All-in Price: | 99.418% of the Notional Amount | |
| Net Proceeds: | EUR 845,053,000 | |
| Benchmark Bund: | DBR 0.250% due February 15, 2029 | |
| Benchmark Price: | 93.280% | |
| Re-offer spread vs. Benchmark: +71.5 bps | ||
| Business Days: | T2 plus Clearing System | |
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| Interest Rate Provisions: | Act/Act (ICMA) Day Count Fraction, payable annually in arrears on 18 February 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 15 bps | |
| 1 month Par Call: | Applicable | |
| Change of Control Put: | Holder put at par upon a change of control | |
| Clean-up Call: | Applicable (75%) | |
| Documentation: | Under Linde’s debt issuance programme dated 8 May 2024, supplemented on 4 November 2024 and 7 February 2025 | |
| Use of Proceeds: | General corporate purposes | |
| Governing Law: | German | |
| Target Market (MIFID II and UK MiFIR product governance): | Eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs or UK PRIIPs. No sales to retail in the EEA or the UK | |
| Listing: | EuroMTF of the Luxembourg Stock Exchange | |
| Selling Restrictions: | Reg S and as per the base prospectus of Linde’s debt issuance programme dated 8 May 2024, supplemented on 4 November 2024 and 7 February 2025 (the “Prospectus”) | |
| Clearing System: | Clearstream Banking Luxembourg / Euroclear | |
| Security Codes: | ISIN: XS3000977234/ Common Code: 300097723 | |
| Paying Agent: | Deutsche Bank | |
| 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 | |
| Bookrunners: | Citigroup, BofA Securities, Mizuho (Active) | |
| J.P. Morgan, TD Securities (Passive) | ||
| Co-Leads: | Bank of China, BBVA, Santander, Standard Chartered Bank (Senior) | |
| ANZ Securities, Bradesco BBI, Crédit Agricole CIB, Siebert Williams Shank, Truist Securities, Westpac (Junior) | ||
| Advertisements: | This communication is not an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Prospectus and any supplements are available, and the final terms, when published, will be available at https://www.luxse.com/. The Prospectus and the final terms do not constitute a prospectus within the meaning of Regulation (EU) 2017/1129. | |
