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Richemont International Holding S.A

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Richemont International Holding S.A PROSPECTUS DATED 20 MAY 2020 RICHEMONT INTERNATIONAL HOLDING S.A. (incorporated as a company with limited liability in Luxembourg) EUR 500,000,000 0.750 per cent. Guaranteed Notes due 26 May 2028 Issue Price: 99.884 per cent. EUR 850,000,000 1.125 per cent. Guaranteed Notes due 26 May 2032 Issue Price: 99.732 per cent. and EUR 650,000,000 1.625 per cent. Guaranteed Notes due 26 May 2040 Issue Price: 98.387 per cent. unconditionally and irrevocably guaranteed by COMPAGNIE FINANCIÈRE RICHEMONT SA (incorporated as a company with limited liability in Switzerland) The EUR 500,000,000 0.750 per cent. Guaranteed Notes due 26 May 2028 (the 2028 Notes), the EUR 850,000,000 1.125 per cent. Guaranteed Notes due 26 May 2032 (the 2032 Notes) and the EUR 650,000,000 1.625 per cent. Guaranteed Notes due 26 May 2040 (the 2040 Notes and, together with the 2028 Notes and the 2032 Notes, the Notes) are issued by Richemont International Holding S.A. (the Issuer). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by Compagnie Financière Richemont SA (the Guarantor) (the Guarantor and its subsidiaries together, the Group). References herein to the Conditions shall be construed as references to the Terms and Conditions of the 2028 Notes, the 2032 Notes and/or the 2040 Notes, as the context admits, and references to a numbered “Condition” shall be construed accordingly. Prospective investors should have regard to the factors described in the section headed “Risk Factors” herein. THE ISSUER MAY, AT ITS OPTION, REDEEM ALL (BUT NOT SOME ONLY) OF THE NOTES AT ANY TIME (I) AT THEIR PRINCIPAL AMOUNT PLUS ACCRUED INTEREST, IN THE EVENT OF CERTAIN TAX CHANGES AS DESCRIBED UNDER “CONDITIONS OF THE NOTES—REDEMPTION AND PURCHASE—REDEMPTION FOR TAXATION REASONS”; AND (II) AT THE RELEVANT EARLY REDEMPTION AMOUNT (AS DEFINED AND DESCRIBED FURTHER UNDER “CONDITIONS OF THE NOTES—REDEMPTION AND PURCHASE—REDEMPTION AT THE OPTION OF THE ISSUER”); UNLESS PREVIOUSLY REDEEMED OR PURCHASED AND CANCELLED, THE ISSUER WILL REDEEM THE 2028 NOTES ON 26 MAY 2028, THE 2032 NOTES ON 26 MAY 2032 AND THE 2040 NOTES ON 26 MAY 2040. This Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or the Guarantor or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. By approving a prospectus, in accordance with Article 20 of Regulation (EU) 2017/1129, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the Issuer. Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. This Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months after its approval. The obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply once the Notes are admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to the Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes are being offered and sold outside the United States in accordance with Regulation S under the Securities Act (Regulation S), and may not be offered and sold or delivered within the United States or to, for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. PRIIPs Regulation / Prohibition of sales to EEA and UK retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA) or in the United Kingdom (the UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation. MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer‘s target market assessment) and determining appropriate distribution channels. Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the SFA) – The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). The Guarantor has been assigned a long-term issuer credit rating of A+ (negative) by S&P Global Ratings Europe Limited (S&P). The Notes have been rated A+ by S&P. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. S&P is established in the European Union (EU) and is registered under Regulation (EC) No 1060/2009 as amended (the CRA Regulation) and is included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority. The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or about 26 May 2020 (the Closing Date) with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 5 July 2020 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances. See “Summary of Provisions relating to the Notes while represented by the Global Notes”. Global Coordinator and Joint Bookrunner Goldman Sachs International Joint Bookrunners HSBC Bank plc ING Bank N.V. J.P. Morgan Securities plc IMPORTANT INFORMATION This Prospectus constitutes a prospectus for the purposes of Article 6.3 of the Prospectus Regulation. When used in this Prospectus, “Prospectus Regulation” means Regulation (EU) 2017/1129. The Issuer and the Guarantor accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Other than in relation to the documents which are deemed to be incorporated by reference, the information on the websites to which this Prospectus refers does not form part of this Prospectus. The Issuer and the Guarantor, having made all reasonable enquiries, confirms that this Prospectus contains all material information
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