Danone Finance RDA4-5.1.1 RDA4-5.1.2 (Incorporated in the Republic of France)
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Danone Finance RDA4-5.1.1 RDA4-5.1.2 (Incorporated in the Republic of France) Groupe Danone RDA4-5.1.4 SNA5-4.1 (Incorporated in the Republic of France) SNA12-4.1.1 i5,000,000,000 Euro Medium Term Note Programme Under this k5,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme’’), described in this offering circular (the ‘‘Offering Circular’’), Danone Finance and Groupe Danone (each an ‘‘Issuer’’ and, together, the ‘‘Issuers’’) may from time to time issue notes (the ‘‘Notes’’) denominated in any currency agreed between the relevant Issuer and the relevant Dealer(s) (as defined below) subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Payment of principal and interest in respect of Notes issued by Danone Finance will be unconditionally and irrevocably guaranteed by Groupe Danone (in such capacity, the RDA6-1 ‘‘Guarantor’’). Notes may be issued on a continuing basis to one or more of the Dealers specified in ‘‘General Description of the Programme’’ herein and any additional Dealers appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a ‘‘Dealer’’ and together, the ‘‘Dealers’’). This Offering Circular supersedes the Offering Circular dated 19th October, 2005 issued in respect of the Programme. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme described in SNA5-6.1 the Offering Circular to be listed and traded on the market of the Luxembourg Stock Exchange appearing on the list SNA12-6.1 of regulated markets issued by the European Commission during the twelve months from the date hereof. 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 issue of Notes will be set forth in the final terms (the ‘‘Final Terms’’). The Final Terms will, with respect to Notes to be listed and traded on the Luxembourg Stock Exchange, be delivered to the Luxembourg Stock Exchange. However, the Notes may also be issued under the Programme which are listed and traded on another stock exchange or which will not be listed or traded on any stock exchange. References in this Offering Circular to the Luxembourg Stock Exchange (the ‘‘Luxembourg Stock Exchange’’) (and all related references) shall include the Regulated Market. This Offering Circular may be used to list Notes on ‘‘Bourse de Luxembourg’’ (the ‘‘Regulated Market’’) as may be agreed between the Issuer and the relevant Dealer, or may be unlisted, in each case as specified in the relevant Final Terms. Application has been made to the Commission de Surveillance du Secteur Financer (the ‘‘CSSF’’) for approval of this Offering Circular. Programme Arranger Citigroup Dealers Citigroup Credit Suisse First Boston Deutsche Bank Merrill Lynch International Morgan Stanley Offering Circular dated 6th December, 2005 RESPONSIBILITY STATEMENTS Danone Finance and the Guarantor having taken all reasonable care to ensure that such is the case, SNA5-1.1 RDA4-1.1 con¢rm that the information contained in this O¡ering Circular (including the translation of ¢nancial SNA12-1.1 statements where such ¢nancial statements have been translated from French to English) with respect to SNA5-1.2 RDA4-1.2 Danone Finance and the Notes in the context of the issue and o¡ering of such Notes, is, to the best of their SNA12-1.2 knowledge, in accordance with the facts and contains no omission likely to a¡ect its import. Danone Finance and the Guarantor accept responsibility for the information contained in this O¡ering Circular accordingly. Groupe Danone having taken all reasonable care to ensure that such is the case, con¢rms that the SNA5-1.1 RDA4-1.1 information contained in this O¡ering Circular (including the translation of ¢nancial statements where such SNA12-1.1 ¢nancial statements have been translated from French to English) with respect to Groupe Danone or the SNA5-1.2 RDA4-1.2 subsidiaries thereof taken as a whole ‘‘the Group’’ and the Notes in the context of the issue and o¡ering of SNA12-1.2 such Notes, is, to the best of its knowledge, in accordance with the facts and contains no omission likely to a¡ect its import. Groupe Danone accepts responsibility for the information contained in this O¡ering Circular accordingly. 2 This O¡ering Circular (together with any Supplements hereto (each a ‘‘Supplement’’ and together the ‘‘Supplements’’) comprises two base prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and for the purpose of giving information with regard to Danone Finance, Groupe Danone or the subsidiaries thereof taken as a whole and the Notes which, according to the particular nature of each Issuer, the Guarantor and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, ¢nancial position, pro¢t and losses and prospects of the relevant Issuer and in the case of Notes issued by Danone Finance, the Guarantor. This O¡ering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see ‘‘Documents Incorporated by Reference’’ below). This O¡ering Circular shall, save as speci¢ed herein, be read and construed on the basis that such documents are so incorporated and form part of this O¡ering Circular. This O¡ering Circular may only be used for the purposes for which it has been published. The Dealers have not separately veri¢ed the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any of the Dealers as to the accuracy or completeness of the information contained in this O¡ering Circular or any other information provided by the Issuers and the Guarantor in connection with the Programme, the Notes or their distribution. The statements made in this paragraph are made without prejudice to the responsibility of the Issuers and the Guarantor under the Programme. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this O¡ering Circular or any other information supplied in connection with the Programme and the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers, the Guarantor or any of the Dealers. Neither this O¡ering Circular nor any other information supplied in connection with the Programme or any issue of Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or constituting an invitation or o¡er by the Issuers, the Guarantor or any of the Dealers that any recipient of this O¡ering Circular or any other information supplied in connection with the Programme or any issue of Notes should subscribe for or purchase any Notes. Each investor contemplating purchasing any Notes must make its own independent investigation of the ¢nancial condition and a¡airs, and its own appraisal of the creditworthiness, of the relevant Issuer and, in the case of Notes issued by Danone Finance, the Guarantor. The delivery of this O¡ering Circular does not at any time imply that the information contained herein concerning the Issuers and the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme 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 ¢nancial condition or a¡airs of the Issuers and the Guarantor during the life of the Programme. Investors should review, inter alia, the most recent published ¢nancial statements of the relevant Issuer and the Guarantor when deciding whether or not to purchase any Notes. This O¡ering Circular may only be used for the purposes for which it has been published. The distribution of this O¡ering Circular and any Final Terms and the o¡er or sale of Notes may be SNA5-4.13 restricted by law in certain jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that SNA12-4.1.10 this document may be lawfully distributed, or that any Notes may be lawfully o¡ered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or o¡ering. In particular, no action has been taken by the Issuers, the Guarantor or the Dealers (save for the application to list and trade Notes issued under the Programme on the Luxembourg Stock Exchange) which would permit a public o¡ering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be o¡ered or sold, directly or indirectly, and neither this O¡ering Circular nor any advertisement or other o¡ering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and the Dealers have represented that all o¡ers and sales by them will be made on the same terms. Persons into whose possession this O¡ering Circular or any Notes come must inform themselves about, and observe, any such restrictions (see ‘‘Subscription and Sale’’). The Notes have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission in the United States nor has the Securities and Exchange Commission or any 3 state securities commission passed upon the accuracy or the adequacy of this O¡ering Circular.