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20210324 Compared With PROSPECTUS DATED 26 APRIL 2021 LOUIS DREYFUS COMPANY B.V. (incorporated in the Netherlands with limited liability) EUR500,000,000 1.625 per cent. Bonds due 2028 Issue Price 99.823 per cent. This prospectus constitutes a prospectus (the “Prospectus”) for the purposes of Article 6 of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). The Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”), as competent authority in Luxembourg under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer and of the quality of the Bonds that are the subject of this Prospectus, and the CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in line with provisions of Article 6 (4) of the Luxembourg Law on prospectuses for securities. Investors should make their own assessment as to the suitability of investing in the Bonds. The 1.625 per cent. Bonds due 2028 (the “Bonds”) will be issued in an initial aggregate principal amount of EUR500,000,000 by Louis Dreyfus Company B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands (the “Issuer” or “LDC”) on 28 April 2021 (the “Issue Date”). Interest on the Bonds accrues from the Issue Date and is payable annually in arrear on 28 April in each year commencing on 28 April 2022 as further described under “Terms and Conditions of the Bonds – Interest”. Payments on the Bonds will be made without deduction for or on account of taxes of the Relevant Taxing Jurisdiction (as defined hereinafter) to the extent described under “Terms and Conditions of the Bonds – Taxation”. The Bonds mature on 28 April 2028 but may be redeemed in whole, but not in part, at the option of the Issuer upon the occurrence of a Withholding Tax Event (as defined and described in “Terms and Conditions of the Bonds – Redemption and Purchase”) at their principal amount together with interest accrued to the date fixed for redemption On the occurrence of a Change of Control Put Event (as defined herein), each holder of Bonds (each a “Bondholder” or “Holder”) will have the right to request the Issuer to redeem or purchase (or procure the purchase of) all or part of its Bonds at their principal amount together with accrued interest (or, in the case of purchase, an amount equal to accrued interest) to the date fixed for redemption or purchase. The Issuer may, at its option, on giving not less than 15 nor more than 30 days’ notice to the Bondholders, at any time or from time to time up to but excluding the date falling three months prior to their Maturity Date redeem the Bonds, in whole or in part, at the Make-Whole Redemption Amount (as defined herein) in accordance with the provisions set out in “Terms and Conditions of the Bonds – Make-Whole Redemption by the Issuer”. Furthermore, the Issuer may, at its option, on giving not less than 15 nor more than 30 days’ notice to the Bondholders, redeem the Bonds in whole but not in part: (i) in accordance with the provisions set out in “Terms and Conditions of the Bonds – Redemption in the case of Minimal Outstanding Amount” or (ii) at any time as from and including the date falling three months prior to but excluding the Maturity Date, in each case, at their principal amount together with interest accrued to, but excluding, the date fixed for redemption in accordance with the provisions set out in “Terms and Conditions of the Bonds - Residual Maturity Call Option”. The Bonds will constitute direct, unsecured and unsubordinated obligations of the Issuer. See “Terms and Conditions of the Bonds – Status”. Application has been made to the Luxembourg Stock Exchange for the Bonds to be listed on the official list of the Luxembourg Stock Exchange (the “Official List”) and admitted to trading on the Regulated Market (within the meaning of Directive 2014/65/EU, as amended, “MiFID II”) of the Luxembourg Stock Exchange. The denominations of the Bonds are EUR100,000 and integral multiples of EUR1,000 in excess thereof, up to and including EUR199,000. The Bonds are issued in bearer form and will initially be represented by a temporary Global Bond (the “Temporary Global Bond”), without interest coupons, which will be deposited with a common safekeeper for Clearstream Banking, S.A. (“Clearstream, Luxembourg”) and Euroclear SA/NV (“Euroclear”) on or around the Issue Date. The Temporary Global Bond will be exchangeable, in whole or in part, for interests in a permanent global bond (the “Permanent Global Bond”), without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable, in whole but not in part, for definitive Bonds in bearer form (the “Definitive Bonds”), with coupons attached in certain limited circumstances. No Definitive Bonds will be issued with a denomination above EUR199,000. See “Summary of Provisions relating to the Bonds while in Global Form”. The Bonds are expected to be rated BB+ by S&P Global Ratings Europe Limited (“S&P”). As at the date of this Prospectus, S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009, on credit rating agencies, as amended by Regulation (EU) No. 513/2011 (the “CRA Regulation”). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (at (i) https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. According to the S&P definitions, an obligation rated BB+ is less vulnerable to nonpayment than other speculative issues. However, they face major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor's inadequate capacity to meet its financial commitments on the obligation. The long-term credit of the Group is rated BBB- by S&P. According to the S&P definitions, an obligor rated 'BBB-' has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments. A credit rating is not a recommendation to buy, sell or hold securities and may be suspended, revised or withdrawn by the rating agency at any time without notice. An investment in the Bonds involves certain risks. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Copies of this Prospectus will be published (i) on the website of the Luxembourg Stock Exchange (www.bourse.lu) and (ii) on the website of the Issuer (https://www.ldc.com/who-we-are/financial-information/financing/). JOINT LEAD MANAGERS Natixis SMBC Nikko Société Générale Standard Chartered Corporate & Investment Bank AG Banking PASSIVE BOOKRUNNERS DBS Bank Ltd. UniCredit (ii) IMPORTANT NOTICES Certain information contained in this Prospectus has been extracted from sources specified in the sections where such information appears. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the above sources, no facts have been omitted which would render the information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such information. Any websites included in the Prospectus are for information purposes only and do not form part of the Prospectus. References to the “Group”, unless otherwise specified herein in the Terms and Conditions of the Bonds, are to the Issuer, together with its consolidated subsidiaries. This Prospectus is valid for twelve months until 26 April 2022. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Prospectus, in the event of significant new factors, material mistakes or material inaccuracies, after the end of the offer or admission to trading of the Bonds. The Managers (as defined in the section entitled “Subscription and Sale”, herein the “Managers”) have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of any of the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the issue and sale of the Bonds. This Prospectus constitutes a prospectus for the purpose of Article 6 of the Prospectus Regulation, in respect of, and for the purposes of, giving information with regard to, the Issuer, the Group and the Bonds which, according to the particular nature of the Issuer and the Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Group, the rights attaching to the Bonds and the reason for the issuance and its impact on the Issuer. In connection with the issue and sale of the Bonds, no person is or has been authorised by the Issuer or the Managers to give any information or to make any representation not contained in or not consistent with this Prospectus and if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Managers.
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