RELX FINANCE BV (Incorporated with Limited Liability in the Netherlands
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RELX FINANCE B.V. (incorporated with limited liability in the Netherlands, Chamber of Commerce number 62916602) €700,000,000 0.000 per cent. Guaranteed Notes due 2024 €800,000,000 0.500 per cent. Guaranteed Notes due 2028 €500,000,000 0.875 per cent. Guaranteed Notes due 2032 unconditionally and irrevocably guaranteed by RELX PLC (incorporated with limited liability in England and Wales with registration number 00077536) Issue price: 99.383 per cent. for the Guaranteed Notes due 2024 Issue price: 99.237 per cent. for the Guaranteed Notes due 2028 Issue price: 98.828 per cent. for the Guaranteed Notes due 2032 The €700,000,000 0.000 per cent. Guaranteed Notes due 2024 (the 2024 Notes ), the €800,000,000 0.500 per cent. Guaranteed Notes due 2028 (the 2028 Notes ) and the €500,000,000 0.875 per cent. Guaranteed Notes due 2032 (the 2032 Notes and, together with the 2024 Notes and the 2028 Notes, the Notes and each a Series of Notes ) are issued by RELX Finance B.V. (the Issuer ). The payment of all amounts payable by the Issuer in respect of the Notes will be unconditionally and irrevocably guaranteed by RELX PLC (the Guarantor ). The 2024 Notes will mature on 18 March 2024, the 2028 Notes will mature on 10 March 2028 and the 2032 Notes will mature on 10 March 2032. The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described under “Terms and Conditions of the 2024 Notes—Redemption and Purchase”, “Terms and Conditions of the 2028 Notes – Redemption and Purchase” and “Terms and Conditions of the 2032 Notes – Redemption and Purchase”, as applicable. The Issuer also may, at its option, redeem (i) the 2024 Notes, in whole or in part, at any time on or after the date falling one month prior to maturity at their principal amount together with interest accrued to but excluding the date of redemption, (ii) redeem the 2028 Notes, in whole or in part, at any time on or after the date falling three months prior to maturity at their principal amount together with interest accrued to but excluding the date of redemption and/or (iii) redeem the 2032 Notes, in whole or in part, at any time on or after the date falling three months prior to maturity at their principal amount together with interest accrued to but excluding the date of redemption. Further, the Issuer also may, at its option, (i) redeem the 2024 Notes in whole or in part, at any time prior to one month prior to maturity at their make-whole amount together with interest accrued to but excluding the date of redemption, (ii) redeem the 2028 Notes in whole or in part, at any time prior to three months prior to maturity at their make-whole amount together with interest accrued to but excluding the date of redemption and/or (iii) redeem the 2032 Notes in whole or in part, at any time prior to three months prior to maturity at their make-whole amount together with interest accrued to but excluding the date of redemption. In addition, upon the occurrence of certain events the holder of each Note will have the right to require the Issuer to redeem or purchase (or procure the purchase) of such Note at its principal amount together with accrued interest. Each of these is as described under “Terms and Conditions of the 2024 Notes—Redemption and Purchase” , “Terms and Conditions of the 2028 Notes – Redemption and Purchase” and “Terms and Conditions of the 2032 Notes – Redemption and Purchase” , as applicable. Application has been made to the Financial Conduct Authority (the FCA ) under Part VI of the Financial Services and Markets Act 2000 (as amended, the FSMA ) for the Notes to be admitted to the Official List of the FCA and to the London Stock Exchange plc (the London Stock Exchange ) for the Notes to be admitted to trading on the London Stock Exchange’s regulated market (the Market ). References in this Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/ EC), as amended ( MiFID II ). This Prospectus has been approved by the FCA as competent authority under Regulation (EU) 2017/1129 as supplemented by Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 (the Prospectus Regulation ). The FCA 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 either the Issuer or the Guarantor or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. The Prospectus does not describe all of the risks of an investment in the Notes. It is expected that the Notes will be rated BBB+ by Fitch Ratings Limited ( Fitch ), Baa1 by Moody’s Investors Service Limited ( Moody’s ) and BBB+ by S&P Global Ratings Europe Limited ( S&P ). Each of Fitch, Moody’s and S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009, as amended. A 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 organisation. The Notes will be issued in bearer form in the denominations of €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000. The Notes are intended to be in new global note form and will initially be represented in each case by a temporary global note (the Temporary Global Note ), without interest coupons, which will be deposited on or about 10 March 2020 (the Closing Date ) with a common safekeeper for Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking S.A. ( Clearstream, Luxembourg and, together with Euroclear, the ICSDs ). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (in each case the Permanent Global Note and, together with the Temporary Global Note, the Global Notes ), without interest coupons, on or after 19 April 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 ”. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. Joint Lead Managers Barclays BNP PARIBAS CIC Market Solutions Commerzbank MUFG Rabobank The date of this Prospectus is 6 March 2020 This Prospectus comprises a prospectus for the purposes of the Prospectus Regulation. 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 the information contained in this Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import. This Prospectus 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 Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. No person is or has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the offering of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Guarantor, any of the Joint Lead Managers (as defined under “Subscription and Sale ” below) or the Trustee (as defined below). Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer, the Guarantor or RELX (as defined below) since the date hereof. This Prospectus does not constitute an offer of, or an invitation by, or on behalf of, the Issuer, the Guarantor or the Joint Lead Managers to subscribe for, or purchase, any of the Notes. This Prospectus does not constitute an offer to, and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. The Joint Lead Managers and Citicorp Trustee Company Limited (the Trustee ) have not separately verified the information contained or incorporated herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers (or any of them) or the Trustee as to the accuracy or completeness of the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution.