Nestlé Holdings, Inc. (Incorporated in the State of Delaware with Limited Liability) and Nestlé Finance International Ltd
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PROSPECTUS Dated 10 May 2012 Nestlé Holdings, Inc. (incorporated in the State of Delaware with limited liability) and Nestlé Finance International Ltd. (incorporated in Luxembourg with limited liability) Debt Issuance Programme Notes issued by Nestlé Finance International Ltd. will be, and Notes issued by Nestlé Holdings, Inc. may be, guaranteed by Nestlé S.A. (incorporated in Switzerland with limited liability) ____________________________________________________ Under this Debt Issuance Programme (the ³Programme´) each of Nestlé Holdings, Inc. and Nestlé Finance International Ltd. (each an ³Issuer´, and together the ³Issuers´) may from time to time, and subject to applicable laws and regulations, issue debt securities (the ³Notes´) denominated in any currency agreed by the Issuer of such Notes (the ³relevant Issuer´) and the relevant Dealer (as defined herein). Notes issued by Nestlé Finance International Ltd. will be unconditionally and irrevocably guaranteed by Nestlé S.A. (the ³Guarantor´) as described in ³Form of the Guarantee´. Notes issued by Nestlé Holdings, Inc. may or may not be unconditionally and irrevocably guaranteed by the Guarantor as described in ³Form of the Guarantee´. This Prospectus supersedes any previous Prospectus issued by the Issuers and the Guarantor. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the ³UK Listing Authority´) for Notes issued under the Programme during the period of twelve months from the date of this Prospectus to be admitted to the official list maintained by the UK Listing Authority (the ³Official List´) and to the London Stock Exchange plc (the ³London Stock Exchange´) for such Notes to be admitted to trading on the London Stock Exchange¶s Regulated Market. The London Stock Exchange¶s Regulated Market is a regulated market for the purposes of Directive 2004/39/EC (the ³Markets in Financial Instruments Directive´). Application has also been made to the SIX Swiss Exchange (the ³SIX´) for Notes issued under the Programme to be admitted to listing and/or trading on the SIX. Any person (an ³Investor´) intending to acquire or acquiring any Notes from any person (an ³Offeror´) should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 (the ³FSMA´), the relevant Issuer may be responsible to the Investor for this Prospectus under section 90 of the FSMA only if the relevant Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the relevant Issuer. If the Offeror is not authorised by the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for this Prospectus for the purposes of section 90 of the FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt whether it can rely on this Prospectus and/or who is responsible for its contents it should take legal advice. Arranger Credit Suisse Dealers BNP PARIBAS Citigroup Credit Suisse Deutsche Bank HSBC RBC Capital Markets The Royal Bank of Scotland TD Securities UBS Investment Bank An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements with Investors (other than Dealers sometimes identified as Managers in the applicable Final Terms (as defined below)) in connection with the offer or sale of the Notes. The relevant Issuer will not be a party to such terms and other arrangements with Investors (other than Dealers or Managers) and, accordingly, this Prospectus and any Final Terms will not contain such terms and other arrangements and any Investor must obtain such information from the Offeror. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under ³Terms and Conditions of the Notes´) of Notes will be set out in a final terms document (the ³Final Terms´) which, with respect to Notes to be listed on the Official List and to be admitted to trading on the London Stock Exchange¶s Regulated Market, will be delivered to the UK Listing Authority and the London Stock Exchange or, in respect of Notes to be listed on the SIX, will be filed with the SIX, in each case, on or before the date of issue of the Notes of such Tranche. Factors which may affect the relevant Issuer¶s or the Guarantor¶s ability to fulfil their respective obligations under Notes to be issued under the Programme and the Guarantee, respectively, and factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are set out in ³Risk Factors´ below. This Prospectus together with all documents which are deemed to be incorporated herein by reference (see ³Documents Incorporated by Reference´ on page 25) constitutes a base prospectus (a ³Base Prospectus´) for the purposes of Article 5.4 of the Prospectus Directive 2003/71/EC. The Base Prospectus in respect of each Issuer includes all information contained within this Prospectus together with all documents which are deemed to be incorporated herein by reference, except for any information relating to any other Issuer. Each Issuer accepts responsibility for the information contained in its Base Prospectus as described above. To the best of the knowledge and belief of each Issuer (it having taken all reasonable care to ensure that such is the case) the information contained in its Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The previous paragraph should be read in conjunction with the final paragraph on the first page of this Prospectus. Nestlé S.A. accepts responsibility only for the information contained in this Prospectus together with all documents which are deemed to be incorporated herein by reference, insofar as such information relates to itself and the Guarantee described in ³Form of the Guarantee´. To the best of the knowledge and belief of Nestlé S.A. (it having taken all reasonable care to ensure that such is the case) the information about itself and the Guarantee contained in this Prospectus and in the documents which are deemed to be incorporated herein by reference is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of Final Terms will be available for viewing on the Nestlé Group investor relations website at www.nestle.com/investors. Copies are also expected to be published on the Regulatory News Service of the London Stock Exchange. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see ³Documents Incorporated by Reference´ on page 25). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. No Dealer (as defined herein) has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any Dealer as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by any of the Issuers or the Guarantor. No Dealer accepts any liability in relation to the information contained in this Prospectus or any other information provided by any of the Issuers or the Guarantor in connection with the Programme or the issue of Notes. 2 No person has been authorised by any of the Issuers or the Guarantor to give any information or to make any representation which is not contained in or incorporated by reference in or which is not consistent with this Prospectus or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuers, the Guarantor or any Dealer. Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuers, the Guarantor or any Dealer that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and the Guarantor (if applicable). Neither this Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of any of the Issuers, the Guarantor or any Dealer to any person to subscribe for or to purchase any Notes. The delivery of this Prospectus does not at any time imply that the information contained herein concerning any of the Issuers or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme or any Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of any of the Issuers or the Guarantor during the life of the Programme or to advise any investor in the Notes of any information coming to their attention.