Obligation Air Liquide 0.82875% ( FR001400KNS3 ) en JPY

Air Liquide

100 % ⇌

France

FR001400KNS3 ( en JPY )

0.82875% par an ( paiement annuel )

19/09/2031

Prospectus brochure de l'obligation Air Liquide FR001400KNS3 en JPY 0.82875%, échéance 19/09/2031

19/09/2025 ( Dans 241 jours )

Air Liquide est une société multinationale française spécialisée dans les gaz, les technologies et les services pour l'industrie, la santé et l'environnement.

L'Obligation émise par Air Liquide ( France ) , en JPY, avec le code ISIN FR001400KNS3, paye un coupon de 0.82875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/09/2031

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND
ELIGIBLE COUNTERPARTIES 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 Directive 2014/65/EU, as amended ("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.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND
ELIGIBLE COUNTERPARTIES 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,
as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional
clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") 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.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA 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. 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 MiFID II; or (ii) a customer
within the meaning of Directive 2016/97/EU, as amended, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the "Prospectus
Regulation"). 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 European Economic Area has been
prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM 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 United Kingdom. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000,
as amended ("FSMA") and any rules or regulations made under the FSMA to implement

EMEA 145242657

Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK
domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation
(EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently,
no key information document required by Regulation (EU) No 1286/2014 as it forms part of
UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the United Kingdom
has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.

2

EMEA 145242657

Final Terms dated 15 September 2023

Euro 12,000,000,000 Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by L'Air Liquide S.A. in respect of Notes
issued by Air Liquide Finance

Issue of JPY 20,000,000,000 0.828750 per cent. Notes due 19 September 2031
(the "Notes")
by Air Liquide Finance (the "Issuer")
unconditionally and irrevocably guaranteed by L'Air Liquide (the "Guarantor")

SERIES NO: 42
TRANCHE NO: 1

SMBC Bank EU AG

3

EMEA 145242657

PART A CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and
conditions of the Notes (the "Conditions") set forth in the Debt Issuance Programme
Prospectus dated 11 May 2023 and the supplement thereto dated 6 September 2023 which
together constitute a Debt Issuance Programme Prospectus for the purposes of Article 8 of the
Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This document
constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the
Prospectus Regulation and must be read in conjunction with such Debt Issuance Programme
Prospectus as so supplemented in order to obtain all the relevant information. The Debt
Issuance Programme Prospectus, the supplement thereto and the Final Terms are available for
viewing at the specified office of the Fiscal Agent and on the websites of (a) the Luxembourg
Stock Exchange (www.luxse.com) and (b) the Issuer (www.airliquide.com) and copies may be
obtained from the Guarantor, 75, quai d'Orsay, 75007 Paris, France and the Issuer, 6, rue
Cognacq-Jay, 75007 Paris, France.

1
(i)
Series Number:

42

(ii) Tranche Number:

1
2
Specified Currency or Currencies:

Japanese Yen ("JPY")
3
Aggregate Nominal Amount:

(i)
Series:

JPY 20,000,000,000

(ii) Tranche:

JPY 20,000,000,000
4
Issue Price:

100.00 per cent. of the Aggregate Nominal Amount

5
Specified Denomination(s):

JPY 100,000,000
6
(i)
Issue Date:

19 September 2023

(ii) Interest Commencement Date:

Issue Date
7
Maturity Date:

19 September 2031
8
Interest Basis:

0.828750 per cent. Fixed Rate
9
Change of Interest Basis:

Not Applicable
10
Put/Call Options:

Not Applicable
11
(i)
Status of the Guarantee:

Unsubordinated

(ii) Dates of the corporate authorisations
Decision of the Board of Directors of Air Liquide
for issuance of the Notes:
Finance dated 18 April 2023
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12
Fixed Rate Note Provisions

Applicable

(i)
Rate of Interest:

0.828750 per cent. per annum payable semi-annually in
arrears on each Interest Payment Date

(ii) Interest Payment Date(s):

19 September and 19 March in each year, from and
including 19 March 2024 to and including the Maturity
Date

(iii) Fixed Coupon Amount:

JPY 414,375 per Note of JPY 100,000,000 Specified
Denomination on a semi-annual basis

4

EMEA 145242657

(iv) Broken Amounts:

Not Applicable

(v) Day Count Fraction (Condition
30/360, Unadjusted
6(a)):

(vi) Interest
Determination
Date(s)
Not Applicable
(Condition 6(a)):
13
Floating Rate Provisions

Not Applicable

14
Zero Coupon Note Provisions:

Not Applicable
PROVISIONS RELATING TO REDEMPTION
15
Call Option

Not Applicable
16
Make-Whole Redemption by the Issuer
Not Applicable
(Condition 7(b))
17
Residual Maturity Call Option (Condition
Not Applicable
7(d))

18
Clean-Up Call Option (Condition 7(e))

Not Applicable

19
Put Option

Not Applicable

20
Change of Control Put Option:

Not Applicable
21
Final Redemption Amount of each Note

Redemption at par
22
Early Redemption Amount

(i)
Early Redemption Amount(s) of
JPY 100,000,000 per Note of JPY 100,000,000
each Note payable on redemption
Specified Denomination
for taxation reasons (Condition
7(g)), for illegality (Condition 7(k))
or an event of default (Condition
10):

(ii) Redemption for taxation reasons
Yes
permitted on days others than
Interest Payment Dates (Condition
7(g)):

(iii) Unmatured Coupons to become void
Not Applicable
upon early redemption (Materialised
Bearer Notes only) (Condition 8(f)):

GENERAL PROVISIONS APPLICABLE TO THE NOTES
23
Form of Notes:

Dematerialised Notes

(i)
Form of Dematerialised Notes:

Bearer dematerialised form (au porteur)

(ii) Registration Agent:

Not Applicable

(iii) Temporary Global Certificate:

Not Applicable

(iv) Applicable TEFRA exemption:

Not Applicable
24
Possibility to request identification of the
Applicable
Noteholders as provided by Condition
1(a)(i):

5

EMEA 145242657

25
Payments
on
Non-Business
Days

(Condition 8(h)):

(i)
Financial Centre(s):

Tokyo, London, TARGET

(ii) Business Day Convention:

Modified Following
26
Talons for future Coupons to be attached
to Definitive Notes (and dates on which
such Talons mature):
Not Applicable
27
Redenomination:

Not Applicable
28
Possibility of resale of purchased Notes in
accordance with applicable laws and
regulations:
Applicable

6

EMEA 145242657

PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING
(i) Admission to trading:
Application has been made for the Notes to be admitted to
trading on the Regulated Market of the Luxembourg Stock
Exchange and to be listed on the Official List of the Luxembourg
Stock Exchange with effect from 19 September 2023.
(ii) Estimate of total expenses related to
admission to trading:
EUR 4,950
(iii) Regulated markets or equivalent
markets on which, to the knowledge of
the Issuer, securities of the same class
of the securities to be offered or
admitted to trading are already
admitted to trading:
Not Applicable
2
RATINGS
The Notes to be issued are expected to be rated:
S&P Global Ratings Europe Limited ("S&P"): A
Moody's Deutschland GmbH ("Moody's"): A2
Scope Ratings GmbH ("Scope"): A
Each of S&P, Moody's and Scope is established in the European Union, is registered under Regulation (EC)
No 1060/2009, as amended (the "CRA Regulation") and is included in the list of credit rating agencies
registered in accordance with the CRA Regulation published on the European Securities and Markets
Authority's website (www.esma.europa.eu/supervision/credit-rating-agencies/risk).
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
So far as the Issuer is aware and save for the underwriting fees payable to the Lead
Manager and potential conflicts of interests referred to under the heading "Potential
conflicts of interest" in the section General Information of the Debt Issuance Programme
Prospectus, no person involved in the offer of the Notes has an interest material to the
offer. The Dealer and its affiliates have engaged, and may in the future engage, in lending,
in investment banking and/or commercial banking transactions with, and may perform
other services for, the Issuer and its affiliates in the ordinary course of business.
4
YIELD
Indication of yield:
0.828750 per cent. per annum
5
OPERATIONAL INFORMATION
ISIN:
FR001400KNS3
Common Code:
268311599
Depositaries:

(i)
Euroclear France to act as Central Yes
Depositary:
(ii)
Common Depositary for Euroclear No
and Clearstream:

9

EMEA 145242657

Any clearing system(s) other than Euroclear and Not Applicable
Clearstream and the relevant identification
number(s):
Delivery:
Delivery free of payment
Names and addresses of additional Paying Not Applicable
Agent(s) (if any):
6
GENERAL
The aggregate principal amount of Notes issued
has been translated into Euro at the rate
determined by the European Central Bank on 14
September 2023 (EUR 1 = JPY 158.13)
producing a sum of:
EUR 126,478,214.13
Use of proceeds:
The net proceeds will be used for the Air Liquide Group's
general corporate purposes.
Net proceeds:
JPY 20,000,000,000
7
DISTRIBUTION
(i)
Method of distribution:
Non-syndicated
(ii)
If syndicated:

(A) Names of Manager:
Not Applicable

(B) Stabilisation Manager(s) if any:
Not Applicable
(iii)
If non-syndicated, name of Dealer:
SMBC Bank EU AG
(iv)
(US Selling Restrictions (Categories Reg. S Compliance Category 2 applies to the Notes;
of potential investors to which the TEFRA not applicable
Notes are offered):
(v)
Prohibition of Sales to EEA Retail Applicable
Investors:

(vi)
Prohibition of Sales to United Applicable
Kingdom Retail Investors:

(vii) Additional information in respect of Not Applicable
the Canadian selling restriction:

10

EMEA 145242657