1000000000 Reckitt Benckiser Treasury Services
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Offering Memorandum Strictly Confidential $1,000,000,000 Reckitt Benckiser Treasury Services plc (incorporated as a public limited company in England & Wales with registered number 5960843) $500,000,000 2.125% Senior Notes due 2018 $500,000,000 3.625% Senior Notes due 2023 fully and unconditionally guaranteed by Reckitt Benckiser Group plc (incorporated as a public limited company in England & Wales with registered number 6270876) The $500,000,000 2.125% Senior Notes due 2018 (the “2018 Notes”) and the $500,000,000 3.625% Senior Notes due 2023 (the “2023 Notes” and, together with the 2018 Notes, the “Notes”) will be issued by Reckitt Benckiser Treasury Services plc (the “Issuer”). The payment of all amounts due in respect of the Notes will be fully and unconditionally guaranteed by Reckitt Benckiser Group plc (the “Guarantees” and the “Guarantor,” respectively). Interest on the Notes will be payable on 21 March and 21 September of each year, beginning 21 March 2014. The 2018 Notes will mature on 21 September 2018 and the 2023 Notes will mature on 21 September 2023. The Issuer may redeem the 2018 Notes and the 2023 Notes, in whole or in part, at its option, at any time and from time to time prior to 21 September 2018 and 21 June 2023 (the day that is three months prior to the maturity date of the 2023 Notes), respectively, at the “make-whole” redemption price. In addition, the Issuer may redeem the 2023 Notes, in whole or in part, at its option, at any time on and after 21 June 2023 (the day that is three months prior to the maturity date of the 2023 Notes), and from time to time, at a redemption price equal to 100% of the principal amount of the 2023 Notes to be redeemed, together with accrued and unpaid interest (including any additional amounts) on the principal amount of the Notes to be redeemed to the redemption date. The Issuer may also redeem each series of the Notes, in whole and not in part, upon the occurrence of certain changes in tax law. The Notes and the Guarantees will be direct, unsubordinated and unsecured indebtedness of the Issuer and the Guarantor, respectively, and will rank equally in right of payment among themselves and with all other existing and future unsubordinated and unsecured indebtedness of the Issuer and the Guarantor, respectively. Application has been made to the UK Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “FSMA”) (the “UK Listing Authority”) for the Notes to be admitted to the official list (the “Official List”) of the UK Listing Authority and for the Notes to be admitted to trading on the Professional Securities Market of the London Stock Exchange plc (the “London Stock Exchange”). The Professional Securities Market is an unregulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). References in this Offering Memorandum to the Notes being listed (and all related references) shall mean that the Notes have been admitted to trading on the Professional Securities Market and have been admitted to the Official List. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 16. Offer Price for the 2018 Notes: 99.342% plus accrued interest, if any, from 23 September 2013 Offer Price for the 2023 Notes: 98.745% plus accrued interest, if any, from 23 September 2013 The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States. The Notes may not be offered or sold within the United States (as defined in Regulation S under the Securities Act (“Regulation S”)), except to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act (“Rule 144A”) and to certain persons in offshore transactions in reliance on Regulation S. Prospective purchasers of the Notes that are qualified institutional buyers are hereby notified that the seller may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes, see “Transfer Restrictions” and “Plan of Distribution.” It is expected that the Notes will be rated “A+” by Standard & Poor’s Credit Market Services Europe Limited (“S&P”) and “A1” by Moody’s Investors Service Ltd. (“Moody’s”), subject to confirmation at closing. A credit rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. There is no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn by the relevant rating agency if, in its judgment, circumstances in the future so warrant. In the event that a rating initially assigned to the Notes is subsequently lowered for any reason, no person or entity is obliged to provide any additional support or credit enhancement with respect to the Notes and the market value of the Notes is likely to be adversely affected. Each of S&P and Moody’s is established in the European Union and is registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”). The Notes will be issued in the form of global notes in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Initial Purchasers expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company (“DTC”), and its participants, including Clearstream Banking, société anonyme (“Clearstream Banking”) and Euroclear Bank SA/NV (“Euroclear”), against payment in immediately available funds on or about 23 September 2013. Interests in each global note will be exchangeable for the relevant definitive notes only in certain limited circumstances. See “Book-Entry, Delivery and Form.” Joint Book-Running Managers BofA Merrill Lynch Citigroup HSBC J.P. Morgan RBS Co-Managers Deutsche Bank Securities Mizuho Securities Standard Chartered Bank The date of this Offering Memorandum is 17 September 2013. You should rely only on the information contained or incorporated by reference in this Offering Memorandum. None of the Issuer, the Guarantor or any of the initial purchasers named in “Plan of Distribution” (collectively, the “Initial Purchasers”) has authorized anyone to provide you with different information. None of the Issuer, the Guarantor or 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 or incorporated by reference in this Offering Memorandum is accurate at any date other than the date on the front of this Offering Memorandum. Our business, financial condition, results of operations and prospects may have changed since the relevant date. Table of Contents Page Important Information ................................................................................................................................ i Information Regarding Forward-Looking Statements ............................................................................. iv Third Party Information ............................................................................................................................ v Trademarks .............................................................................................................................................. vi Presentation of Financial and Other Information ..................................................................................... vi Service of Process and Enforceability of Judgments ................................................................................ x Currency Presentation .............................................................................................................................. xi Overview ................................................................................................................................................... 1 Risk Factors ............................................................................................................................................ 16 Use of Proceeds....................................................................................................................................... 33 Capitalization .......................................................................................................................................... 34 Selected Historical Financial Information .............................................................................................. 35 Operating and Financial Review ............................................................................................................. 37 Our Business ........................................................................................................................................... 80 Management .......................................................................................................................................... 102 Information on the Issuer and the Guarantor ........................................................................................ 108 Principal Shareholders .......................................................................................................................... 114 Related Party