IMPORTANT NOTICE This Document Does Not Constitute an Offer To
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IMPORTANT NOTICE This document does not constitute an offer to subscribe for, buy or sell the securities mentioned herein or any other securities in any jurisdiction, including the United States of America, its territories and possessions (the “United States”). The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act. This document relates solely to a past issuance of our securities, and it is posted on this website for informational purposes only and solely for the benefit and reference of holders of the securities mentioned herein that are still outstanding. It cannot be used or relied on for purposes of making any investment decision with respect to any securities. This document and the information in it (including, without limitation, business and financial information regarding Pernod Ricard) are accordingly historical in nature, have not been and will not be updated and are not current as of any date subsequent to its date or any earlier date as may be indicated in this document. You should not assume that the information contained in this document is accurate as of any date other than the date on its front cover. You should not assume that the information contained in the documents incorporated by reference in this document, if any, is accurate as of any date other than the respective dates of those documents. Pernod Ricard’s business, financial condition, results of operations and prospects may have changed since those dates. For more current information regarding Pernod Ricard, please consult the press releases, annual reports, regulatory filings, presentations and other documents available at www.pernod-ricard.com. This document is not to be published, distributed or disseminated to persons resident or physically present in the United States or in any jurisdiction where it may not lawfully be delivered. OFFERING MEMORANDUM CONFIDENTIAL $850,000,000 Fixed-Rate Notes due 2017 Issue Price: 99.833%, plus accrued interest, if any, from January 12, 2012 $800,000,000 Fixed-Rate Notes due 2022 Issue Price: 99.580%, plus accrued interest, if any, from January 12, 2012 $850,000,000 Fixed-Rate Notes due 2042 Issue Price: 98.640%, plus accrued interest, if any, from January 12, 2012 Pernod Ricard (“Pernod Ricard”orthe“Issuer”) is offering $850,000,000 aggregate principal amount of its 2.95% Fixed-Rate Notes due 2017, $800,000,000 aggregate principal amount of its 4.25% Fixed-Rate Notes due 2022 and $850,000,000 aggregate principal amount of its 5.50% Fixed-Rate Notes due 2042 (respectively the “2017 Notes,” the “2022 Notes”andthe“2042 Notes”; all such notes being referred to collectively as the “Notes” and each series thereof separately as a “Series”or“series” of Notes). The 2017 Notes will mature on January 15, 2017, the 2022 Notes will mature on July 15, 2022 and the 2042 Notes will mature on the earlier of (i) January 15, 2042 and (ii) if prior to July 12, 2037 the Issuer’s corporate existence has not been extended beyond January 15, 2042, July 12, 2037. The Issuer will pay interest on the Notes semi-annually in arrears on January 15 and July 15 each year, commencing on July 15, 2012. The Notes will rank pari passu in right of payment with all of the Issuer’s existing and future unsecured and unsubordinated indebtedness. The Notes will be issued in minimum denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof. At any time and from time to time, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes by paying a make-whole redemption price as further described in this offering memorandum. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes. If certain change of control events occur, holders of the Notes may require the Issuer to redeem the Notes at a redemption price equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest. The Notes will not be listed on any stock exchange. There is currently no public market for the Notes. Investing in the Notes involves certain risks. You should consider carefully the information under “Risk Factors” in this offering memorandum. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Accordingly, the Notes are being offered and sold within the United States only to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act (“Rule 144A”) and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act (“Regulation S”). You are hereby notified that the sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See “Plan of Distribution” and “Notice to Investors” for additional information about eligible offerees and transfer restrictions. The Notes will be represented by global Notes registered in the name of Cede & Co., as nominee of the Depository Trust Company (“DTC”). Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as described herein, Notes in definitive form will not be issued. See “Book-Entry, Delivery and Form.” It is expected that delivery of beneficial interests in the Notes will be made through the facilities of DTC and its participants, including Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”), on or about January 12, 2012, against payment therefor in immediately available funds. J.P. Morgan RBS Mitsubishi UFJ SOCIETE Securities GENERALE The date of this offering memorandum is January 5, 2012. TABLE OF CONTENTS Page Notice to U.S. Investors .................................................................. ii Notice to Certain Investors ................................................................ iii Industry and Market Data ................................................................. v Presentation of Financial and Other Information ............................................... v Where You Can Find Additional Information ................................................. vii Forward-Looking Statements .............................................................. viii Important Information about this Offering Memorandum ........................................ x Exchange Rates and Currency Information ................................................... xii Summary .............................................................................. 1 The Offering ........................................................................... 5 Selected Financial Data .................................................................. 9 Risk Factors ........................................................................... 14 Use of Proceeds ........................................................................ 24 Capitalization .......................................................................... 25 Terms and Conditions of the Notes ......................................................... 27 Book-Entry, Delivery and Form ............................................................ 37 Certain Tax Considerations ............................................................... 41 Plan of Distribution ..................................................................... 45 Transfer Restrictions ..................................................................... 49 Benefit Plan Investor Considerations ........................................................ 52 Legal Matters .......................................................................... 53 Independent Auditors .................................................................... 53 Enforceability of Judgments ............................................................... 53 ANNEX A Pernod Ricard’s First Quarter 2011/2012 Sales Release (Q1 2011/2012 Sales Release) ANNEX B Pernod Ricard’s Reference Document for the Year Ended June 30, 2011 (2010/2011 Reference Document) ANNEX C Pernod Ricard’s Financial Report for the Year Ended June 30, 2010 (2009/2010 Financial Report) ANNEX D Pernod Ricard’s Consolidated Financial Statements for the Years Ended June 30, 2010 and 2009 (2009/2010 Consolidated Financial Statements) ANNEX E Pernod Ricard’s Financial Statements for the Years Ended June 30, 2010 and 2009 (2009/2010 Parent Company Financial Statements) ANNEX F Pernod Ricard’s Consolidated Financial Statements for the Years Ended June 30, 2009 and 2008 (2008/2009 Consolidated Financial Statements) ANNEX G Pernod Ricard’s Financial Statements for the Years Ended June 30, 2009 and 2008 (2008/2009 Parent Company Financial Statements) You should rely only on the information contained in this offering memorandum. Neither the Issuer nor any of the Initial Purchasers (as defined in “Plan of Distribution”) has authorized anyone to provide you with different information. Neither the Issuer nor any of the Initial Purchasers is making an offer of the Notes in any jurisdiction where this offer is not permitted. You should not assume that the information contained in this offering memorandum is accurate