Final Terms dated 6 June 2008
GROUPE DANONE
DANONE FINANCE
Euro 7,000,000,000
Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by Groupe Danone
SERIES NO: 91
TRANCHE NO: 1
JPY 23,900,000,000 2.26 per cent. Notes due 10 June 2013 (the “Notes”)
issued by Danone Finance (the “Issuer”)
guaranteed by Groupe Danone (the “Guarantor”)
Citi
Mitsubishi UFJ Securities International plc
PART A – CONTRACTUAL TERMS
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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 9 November 2007 and the supplements to the Base Prospectus dated 4 April 2008 and 15 April 2008 (the “Supplements”) which together constitute a Base Prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Supplements. The Base Prospectus and the Supplements are available for viewing at the office of the Fiscal Agent and on the website of the Luxembourg Stock Exchange (www.bourse.lu) and copies may be obtained from Danone Finance, 17, boulevard Haussmann, 75009 Paris, France.
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| 1. |
(i) |
Issuer: |
Danone Finance |
| |
(ii) |
Guarantor: |
Groupe Danone |
| 2. |
(i) |
Series Number: |
91 |
| |
(ii) |
Tranche Number: |
|
| 3. |
Specified Currency or Currencies: |
Japanese yen (“JPY”) |
| 4. |
Aggregate Nominal Amount: |
|
| |
(i) |
Series: |
JPY 23,900,000,000 |
| |
(ii) |
Tranche: |
JPY 23,900,000,000 |
| 5. |
Issue Price: |
100.00 per cent. of the Aggregate Nominal Amount |
| 6. |
Specified Denomination(s): |
JPY 100,000,000 |
| 7. |
(i) |
Issue Date: |
10 June 2008 |
| |
(ii) |
Interest Commencement Date: |
Issue Date |
| 8. |
Maturity Date: |
10 June 2013 |
| 9. |
Interest Basis: |
2.26 per cent. Fixed Rate
(further particulars specified below) |
| 10. |
Redemption/Payment Basis: |
Redemption at par |
| 11. |
Change of Interest or
Redemption/Payment Basis: |
Not Applicable |
| 12. |
Put/Call Options: |
Not Applicable |
| 13. |
(i) |
Status of the Notes: |
Unsubordinated Notes |
| |
(ii) |
Status of the Guarantee: |
Unsubordinated |
| |
(iii) |
Dates of the corporate
authorisations for issuance of
the Notes obtained: |
Decisions of the (i) Conseil
d’administration of Danone Finance dated
24 October 2007 delegating to its
Président Directeur général or to its
Directeur Général Délégué all powers to
issue the Notes and (ii) Président Directeur
Général dated 29 May 2008 deciding upon
the issue of the Notes |
| 14. |
Method of distribution: |
Syndicated |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
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| 15. |
Fixed Rate Note Provisions |
Applicable |
| |
(i) |
Rate of Interest: | 2.26 per cent. per annum payable semiannually
in arrear |
| | (ii) | Interest Payment Date(s): | 10 June and 10 December in each year
commencing on 10 December 2008 |
| | (iii) | Fixed Coupon Amount(s): | JPY 1,130,000 per JPY 100,000,000 in
nominal amount |
| | (iv) | Broken Amounts: | Not Applicable |
| | (v) | Day Count Fraction (Condition
6(a)): | 30/360 (unadjusted) |
| | (vi) | Determination Date(s)
(Condition 6(a)): | Not Applicable |
| | (vii) | Other terms relating to the
method of calculating interest
for Fixed Rate Notes: | Not Applicable |
| 16. | Floating Rate Provisions | Not Applicable |
| 17. | Zero Coupon Note Provisions | Not Applicable |
| 18. | Index Linked Interest Note
Provisions/other variable-linked
interest Note Provisions: | Not Applicable |
| 19. | Dual Currency Note Provisions | Not Applicable |
PROVISIONS RELATING TO REDEMPTION
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| 20. | Call Option | Not Applicable |
| 21. | Put Option | Not Applicable |
| 22. | Change of Control Put Option
(Condition 7(g)) | Not Applicable |
| 23. |
Final Redemption Amount of each
Note: |
JPY 100,000,000 per Note of
JPY 100,000,000 Specified Denomination |
| 24. |
Early Redemption Amount |
| |
(i) |
Early Redemption Amount(s) of
each Note payable on
redemption for taxation reasons
(Condition 7(f)), for illegality
(Condition 7(k)) or an event of
default (Condition 10 and/or the
method of calculating the same
(if required or if different from
that set out in the Conditions): |
As per the Conditions |
| |
(ii) |
Redemption for taxation reasons
permitted on days others than
Interest Payment Dates
(Condition 7(f)): |
Yes |
| |
(iii) |
Unmatured Coupons to become
void upon early redemption
(Materialised Bearer Notes only)
(Condition 8(f)): |
Not Applicable |
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