Final Terms of 3.000% Notes due 2033 of Linde plc
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EX-4.2 3 d825802dex42.htm EX-4.2 EX-4.2
Exhibit 4.2
Linde plc
3.000% EUR 750,000,000 Unsecured Notes due 2033
Indicative Terms & Conditions
| Issuer: | Linde plc | |
| Issuer LEI: | 5299003QR1WT0EF88V51 | |
| Issuer Ratings: | A2 (stable) / A (stable) by Moody’s / S&P | |
| Issue Rating: | 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 750,000,000 | |
| Trade Date: | 10 February 2025 | |
| Settlement Date: | 18 February 2025 (T+6) | |
| Maturity Date: | 18 February 2033 | |
| First Coupon Date: | 18 February 2026 | |
| Term of Notes: | 8 years | |
| Spread over EUR-MS: | +80 bps | |
| EUR-MS Rate (p.a.): | 2.255%% | |
| Re-offer yield (p.a.): | 3.055% | |
| Coupon (p.a.): | 3.000% per year | |
| Issue / Re-offer Price: | 99.615% of the Notional Amount | |
| Redemption: | 100% | |
| Fees: | 18.5 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: | 99.380% of the Notional Amount | |
| Net Proceeds: | EUR 745,350,000 | |
| Benchmark Bund: | DBR 2.300% due February 15, 2033 | |
| Benchmark Price: | 100.340% | |
| Re-offer spread vs. Benchmark: +80.2 bps | ||
| Business Days: | T2 plus Clearing System | |
| 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 | |
| 3 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: XS3000977317/ Common Code: 300097731 | |
| 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) | |
| JPMorgan, 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. | |
