Exhibit 4.1
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Linde plc
3-month EURIBOR Unsecured Notes due 2028
Indicative Terms & Conditions
| Issuer: | Linde plc | |
| Issuer LEI: | 5299003QR1WT0EF88V51 | |
| Issuer Ratings: | A2 (stable) by Moody’s / A (stable) by S&P | |
| Expected Issue Ratings: | A2 by Moody’s / A by S&P | |
| Form of the Notes: | Bearer form; the Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note | |
| Status of the Notes: | Senior, unsecured | |
| Currency: | Euro (“EUR”) | |
| Notional Amount: | EUR 600,000,000 | |
| Trade Date: | 6 May 2026 | |
| Settlement Date: | 13 May 2026 (T+5) | |
| Maturity Date: | 13 May 2028 | |
| First Coupon Date: | 13 August 2026 | |
| Term of Notes: | 2 years | |
| Rate of Interest: | 3-month EURIBOR plus 35bps, reset quarterly | |
| Minimum Rate of Interest: | 0.000% | |
| Interest payment dates: | 13 February, 13 May, 13 August, and 13 November, commencing on 13 August 2026 | |
| Issue / Re-offer Price: | 100.000% of the Notional Amount | |
| Redemption: | 100% | |
| Fees: | 10 bps of the Notional Amount as base fee (to be deducted from the issue proceeds) (the “Base Fee”) distributed to the Bookrunners and Co-Managers 2.5 bps of the Notional Amount as discretionary fee (the “Discretionary Fee”) distributed to Citigroup, J.P. Morgan and Mizuho | |
| All-in Price (net of fees): | 99.875% of the Notional Amount | |
| Net Proceeds: | EUR 599,250,000 | |
| Reference Rate: | 3-month EURIBOR | |
| Reference Screen Page: | Reuters EURIBOR01 | |
| Business Days: | T2 | |
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| Interest Rate Provisions: | Act/360 Day Count Fraction, payable quarterly in arrear on 13 February, 13 May, 13 August, and 13 November, commencing on 13 August 2026 | |
| Interest Determination Date: | The second T2 Business Day prior to the commencement of the relevant Interest Period | |
| Business Day Convention: | Modified following (adjusted) | |
| Denominations: | EUR 100,000 | |
| 1 month Par Call: | Applicable | |
| Change of Control Put: | Holder put at par upon a change of control | |
| Documentation: | Under the Base Prospectus dated 4 May 2026 of the Issuer’s Debt Issuance Programme (the “Base Prospectus”) | |
| Use of Proceeds: | General corporate purposes | |
| Governing Law: | German | |
| Target Market (MIFID II and UK | Eligible counterparties and professional clients only (all distribution | |
| MiFIR product governance): | channels). No EEA PRIIPs or UK PRIIPs. No sales to retail in the EEA or the UK | |
| Listing: | Euro MTF of the Luxembourg Stock Exchange | |
| Selling Restrictions: | As per the Base Prospectus | |
| Clearing System: | Clearstream Banking Luxembourg / Euroclear | |
| Security Codes: | ISIN: XS3370292644 / Common Code: 337029264 / WKN: A4EUQA | |
| Paying Agent: | Citibank, N.A., London Branch | |
| Calculation Agent: | Citibank, N.A., London Branch | |
| Bookrunners: | Citigroup Global Markets Limited (Active) J.P. Morgan SE (Active) Mizuho Bank Europe N.V. (Active)s TD Global Finance unlimited company (Passive) | |
| Co-Managers: | Bank of China (Europe) S.A. Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. Standard Chartered Bank AG Australia and New Zealand Banking Group Limited Banco Bradesco BBI S.A. Crédit Agricole Corporate and Investment Bank Siebert Williams Shank & Co., LLC Truist Securities, Inc. Westpac Banking Corporation | |
| Advertisements: | This communication is not an advertisement for the purposes of | |
| Regulation (EU) 2017/1129 and underlying legislation. It is not a | ||
| prospectus. The Prospectus and any supplements are available, and | ||
| the final terms, when published, will be available at | ||
| https://www.luxse.com/. The Prospectus and the final terms do not | ||
| constitute a prospectus within the meaning of Regulation (EU) | ||
| 2017/1129. | ||
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Important Notice
The Notes may not be suitable for all investors. Before proceeding with any investment in the Notes, potential investors should determine, without reliance upon any of the Bookrunners, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of such an investment, and that they are able to assume these risks. Investors should conduct their own analysis, using such assumptions as they deem appropriate in making an investment decision. By accepting receipt of this Termsheet, the recipients will be deemed to represent that they possess, either individually or through their advisers, sufficient investment expertise to understand the risks involved in any purchase or sale of the Notes.
This Termsheet is not an offer to sell Notes and not soliciting an offer to buy the securities in any jurisdiction where the off er or sale is not permitted or to any person or entity to whom it is unlawful to make a sale. In particular, the Notes may not be offered to the public in a Member State of the European Economic Area prior to the publication of the Final Terms in accordance with the Prospectus Regulation or any relevant implementing measure, except pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of the Prospectus Regulation and/or any relevant implementing measures, in particular to qualified investors within the meaning of the Prospectus Regulation.
The Notes 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 of the United States or the securities laws of any other jurisdiction, and the Notes may not be offered or sold within the United States or to, or for the account or benefit of , “U.S. persons” (as defined in regulations under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
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Linde plc
EUR 500,000,000 3.200% Unsecured Notes due 2030
Indicative Terms & Conditions
| Issuer: | Linde plc | |
| Issuer LEI: | 5299003QR1WT0EF88V51 | |
| Issuer Ratings: | A2 (stable) / A (stable) by Moody’s / S&P | |
| Issue Ratings: | A2 / A by Moody’s / S&P | |
| Form of the Notes: | Bearer form; Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note | |
| Status of the Notes: | Senior, unsecured | |
| Currency: | Euro (“EUR”) | |
| Notional Amount: | EUR 500,000,000 | |
| Trade Date: | 6 May 2026 | |
| Settlement Date: | 13 May 2026 (T+5) | |
| Maturity Date: | 13 May 2030 | |
| First Coupon Date: | 13 May 2027 | |
| Term of Notes: | 4 years | |
| Spread over EUR-MS: | +45 bps | |
| EUR-MS Rate (p.a.): | 2.791% | |
| Re-offer yield (p.a.): | 3.241% | |
| Coupon (p.a.): | 3.200% per year | |
| Issue / Re-offer Price: | 99.848% of the Notional Amount | |
| Redemption: | 100% | |
| Fees: | 15 bps of the Notional Amount as base fee (to be deducted from the issue proceeds) (the “Base Fee”) distributed to the Bookrunners and Co- Managers 5 bps of the Notional Amount as discretionary fee (the “Discretionary Fee”) distributed to Citigroup, J.P. Morgan and Mizuho | |
| All-in Price: | 99.648% of the Notional Amount incl. discretionary fee | |
| Net Proceeds: | EUR 498,240,000 | |
| Benchmark Bund: | OBL 2.400% due 18 April 2030 | |
| Benchmark Price: | 99.092% | |
| Re-offer spread vs. Benchmark: | +59.6 bps | |
| Business Days: | T2 | |
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| Interest Rate Provisions: | Act/Act (ICMA) Day Count Fraction, payable annually in arrears on | |
| 13 May each year | ||
| Business Day Convention: | Following unadjusted | |
| Denominations: | EUR 100,000 | |
| Tax Call: | Applicable | |
| Make-whole Call: | Applicable at the yield of the Benchmark Bund (DE000BU25042) plus 10 | |
| bps | ||
| 1 month Par Call: | Applicable | |
| Change of Control Put: | Holder put at par upon a change of control | |
| Clean-up Call: | Applicable (75%) | |
| Documentation: | Under the Base Prospectus dated 4 May 2026 of the Issuer’s Debt | |
| Issuance Programme (the “Base Prospectus”) | ||
| Use of Proceeds: | General corporate purposes | |
| Governing Law: | German | |
| Target Market (MIFID II and UK MiFIR product governance): | Eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs or UK PRIIPs. No sales to retail in the EEA or the UK | |
| Listing: | EuroMTF of the Luxembourg Stock Exchange | |
| Selling Restrictions: | Reg S and as per the base prospectus of Linde’s debt issuance | |
| programme dated 4 May 2026 | ||
| Clearing System: | Clearstream Banking Luxembourg / Euroclear | |
| Security Codes: | ISIN: XS3370296801 / Common Code: 337029680 / WKN: A4EUP9 | |
| Paying Agent: | Citibank, N.A., London Branch | |
| Make-Whole Calculation Agent: | The Calculation Agent shall be an independent bank of international | |
| standing or an independent financial adviser with relevant expertise, | ||
| selected by the Issuer | ||
| Bookrunners: | Citigroup Global Markets Limited (Active) | |
| J.P. Morgan SE (Active) | ||
| Mizuho Bank Europe N.V. (Active) | ||
| TD Global Finance unlimited company (Passive) | ||
| Co-Managers: | Bank of China (Europe) S.A. | |
| Banco Bilbao Vizcaya Argentaria, S.A. | ||
| Banco Santander, S.A. | ||
| Standard Chartered Bank AG | ||
| Australia and New Zealand Banking Group Limited | ||
| Banco Bradesco BBI S.A. | ||
| Crédit Agricole Corporate and Investment Bank | ||
| Siebert Williams Shank & Co., LLC | ||
| Truist Securities, Inc. | ||
| Westpac Banking Corporation | ||
| Advertisements: | This communication is not an advertisement for the purposes of | |
| Regulation (EU) 2017/1129 and underlying legislation. It is not a | ||
| prospectus. The Prospectus and any supplements are available, and the | ||
| final terms, when published, will be available at https://www.luxse.com/. | ||
| The Prospectus and the final terms do not constitute a prospectus within | ||
| the meaning of Regulation (EU) 2017/1129. | ||
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Linde plc
EUR 500,000,000 3.800% Unsecured Notes due 2036
Indicative Terms & Conditions
| Issuer: | Linde plc | |
| Issuer LEI: | 5299003QR1WT0EF88V51 | |
| Issuer Ratings: | A2 (stable) / A (stable) by Moody’s / S&P | |
| Issue Ratings: | A2 / A by Moody’s / S&P | |
| Form of the Notes: | Bearer form; Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note | |
| Status of the Notes: | Senior, unsecured | |
| Currency: | Euro (“EUR”) | |
| Notional Amount: | EUR 500,000,000 | |
| Trade Date: | 6 May 2026 | |
| Settlement Date: | 13 May 2026 (T+5) | |
| Maturity Date: | 13 May 2036 | |
| First Coupon Date: | 13 May 2027 | |
| Term of Notes: | 10 years | |
| Spread over EUR-MS: | +80 bps | |
| EUR-MS Rate (p.a.): | 3.025% | |
| Re-offer yield (p.a.): | 3.825% | |
| Coupon (p.a.): | 3.800% per year | |
| Issue / Re-offer Price: | 99.795% of the Notional Amount | |
| Redemption: | 100% | |
| Fees: | 20 bps of the Notional Amount as base fee (to be deducted from the issue proceeds) (the “Base Fee”) distributed to the Bookrunners and Co- Managers 5 bps of the Notional Amount as discretionary fee (the “Discretionary Fee”) distributed to Citigroup, J.P. Morgan and Mizuho | |
| All-in Price: | 99.545% of the Notional Amount incl. discretionary fee | |
| Net Proceeds: | EUR 497,725,000 | |
| Benchmark Bund: | DBR 2.900% due 15 February 2036 | |
| Benchmark Price: | 99.180% | |
| Re-offer spread vs. Benchmark: | +82.9 bps | |
| Business Days: | T2 | |
| Interest Rate Provisions: | Act/Act (ICMA) Day Count Fraction, payable annually in arrears on | |
| 13 May each year | ||
| Business Day Convention: | Following unadjusted | |
| Denominations: | EUR 100,000 | |
| Tax Call: | Applicable | |
| Make-whole Call: | Applicable at the yield of the Benchmark Bund (DE000BU2Z064) plus 15 bps | |
| 3 month Par Call: | Applicable | |
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| Change of Control Put: | Holder put at par upon a change of control | |
| Clean-up Call: | Applicable (75%) | |
| Documentation: | Under the Base Prospectus dated 4 May 2026 of the Issuer’s Debt Issuance Programme (the “Base Prospectus”) | |
| Use of Proceeds: | General corporate purposes | |
| Governing Law: | German | |
| Target Market (MIFID II and UK MiFIR product governance): | Eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs or UK PRIIPs. No sales to retail in the EEA or the UK | |
| Listing: | EuroMTF of the Luxembourg Stock Exchange | |
| Selling Restrictions: | Reg S and as per the base prospectus of Linde’s debt issuance programme dated 4 May 2026 | |
| Clearing System: | Clearstream Banking Luxembourg / Euroclear | |
| Security Codes: | ISIN: XS3370298682 / Common Code: 337029868 / WKN: A4EUP8 | |
| Paying Agent: | Citibank, N.A., London Branch | |
| Make-Whole Calculation Agent: | The Calculation Agent shall be an independent bank of international standing or an independent financial adviser with relevant expertise, selected by the Issuer | |
| Bookrunners: | Citigroup Global Markets Limited (Active) J.P. Morgan SE (Active) Mizuho Bank Europe N.V. (Active) TD Global Finance unlimited company (Passive) | |
| Co-Managers: | Bank of China (Europe) S.A. Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. Standard Chartered Bank AG Australia and New Zealand Banking Group Limited Banco Bradesco BBI S.A. Crédit Agricole Corporate and Investment Bank Siebert Williams Shank & Co., LLC Truist Securities, Inc. Westpac Banking Corporation | |
| Advertisements: | This communication is not an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Prospectus and any supplements are available, and the final terms, when published, will be available at https://www.luxse.com/. The Prospectus and the final terms do not constitute a prospectus within the meaning of Regulation (EU) 2017/1129. | |
Important Notice
The Notes may not be suitable for all investors. Before proceeding with any investment in the Notes, potential investors should determine, without reliance upon any of the Managers, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of such an investment, and that they are able to assume these risks. Investors should conduct their own analysis, using such assumptions as they deem appropriate in making an investment decision. By accepting receipt of this Termsheet the recipients will be deemed to represent that they possess, either individually or through their advisers, sufficient investment expertise to understand the risks involved in any purchase or sale of the Notes.
This Termsheet is not an offer to sell Notes and not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted or to any person or entity to whom it is unlawful to make a sale. In particular, the Notes may not be offered to the public in a Member State of the European Economic Area prior to the publication of the Final Terms in accordance with the Prospectus Regulation or any relevant implementing measure, except pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of the Prospectus Regulation and/or any relevant implementing measures, in particular to qualified investors within the meaning of the Prospectus Regulation.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state of the U.S. or the securities laws of any other jurisdiction and the Notes may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons (as defined in regulations under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
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