On May 19, 2020, Linde Finance B.V., a company organized under the laws of The Netherlands (“Linde Finance”), issued €750 million aggregate principal amount of 0.250% Notes due 2027 (the “2027 Notes) and €750 million aggregate principal amount of 0.550% Notes due 2032 (the “2032 Notes”). Linde Finance is a wholly owned subsidiary of Linde plc (the “Company”). The 2027 Notes and the 2032 Notes were issued pursuant to a Subscription Agreement, dated May 15, 2020, by and among Linde Finance, as Issuer, Linde plc, as Guarantor, and the financial institutions named as managers therein (the “Managers”). The key terms of the 2027 Notes and the 2032 Notes are set out in the Final Terms filed as Exhibits 4.1 and 4.2, respectively, which are incorporated herein by reference.
Linde Finance received aggregate proceeds of approximately €1,491.7 million, net of fees paid to the Managers of the offering. Net proceeds of the offering will be used for general corporate purposes.
The 2027 Notes and 2032 Notes have been admitted to the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF market operated by the Luxembourg Stock Exchange.
The 2027 Notes and the 2032 Notes were issued under the European debt issuance programme (the “Program”) established by the Company and Linde Finance (together, the “Issuers”) on May 11, 2020. Under the Program, each Issuer may issue unsecured notes (“Notes”) with such terms, including currency, interest rate and maturity, as agreed by the relevant Issuer and the purchasers of such Notes at the time of sale and as set out in the final terms (“Final Terms”) for the relevant issue of Notes. The Program will be valid for a period of one year after which it will require updating prior to any further issuance of Notes. The aggregate principal amount of Notes authorized under the Program to be outstanding from time to time is €10 billion.
Notes issued by Linde Finance under the Program will be guaranteed by the Company under the Guarantee and Negative Pledge filed as Exhibit 4.3, which is incorporated herein by reference.
Linde GmbH, a wholly owned subsidiary of the Company organized under the laws of Germany, and Praxair, Inc., a wholly owned subsidiary of the Company organized under the laws of Delaware, will provide to the Company (i) a guarantee of the Notes issued by the Company under the Program and (ii) a guarantee of the Company’s guarantee of Notes issued by Linde Finance under the Program. Such guarantee of Linde GmbH is filed as Exhibit 4.4 and incorporated by reference herein, and such guarantee of Praxair, Inc. is filed as Exhibit 4.5 and incorporated by reference herein.
Under the Program, Notes will be issued under a Fiscal Agency Agreement, dated May 11, 2020, by and among the Issuers and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent. Pursuant to a Dealer Agreement, dated May 11, 2020, by and among the Issuers and Deutsche Bank Aktiengesellschaft and the other dealers party thereto from time to time (together the “Dealers”), the Issuers have appointed the Dealers to subscribe and pay for Notes issued under the Program on the terms set out therein. Copies of the Fiscal Agency Agreement and the Dealer Agreement are filed as Exhibits 4.6 and Exhibit 1.1, respectively, and are incorporated herein by reference.