Prospectus
(incorporated with limited liability in England and Wales)
(incorporated with limited liability in England and Wales)
(incorporated with limited liability in England and Wales)
On 26th May, 1999 Cadbury Schweppes Public Limited Company (now Cadbury Holdings Limited) and Cadbury Schweppes Finance p.l.c.
established a £1,500,000,000 Euro Medium Term Note Programme. This Prospectus supersedes the previous Prospectus dated 25th October,
2007. Any Notes (as defined below) issued under the Programme (as defined below) on or after the date hereof are issued subject to the provisions set out herein. This does not affect any Notes already in issue.
Under this £5,000,000,000 Euro Medium Term Note Programme (the “Programme”), Cadbury Schweppes Finance p.l.c. (“CSF”) and Cadbury
Schweppes Investments plc (“CSI” and, together with CSF in its capacity as Issuer, the “Issuers” and each an “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below).
The payments of all amounts payable in respect of Notes issued by CSF will be unconditionally and irrevocably guaranteed by Cadbury Holdings
Limited (“Cadbury Holdings”) and CSI (in respect of such Notes, each a “Guarantor”). The payments of all amounts payable in respect of Notes issued by CSI will be unconditionally and irrevocably guaranteed by Cadbury Holdings and CSF (in respect of such Notes, each a “Guarantor”).
In relation to any issue of Notes the relevant Issuer and the guarantors of such Notes are referred to in this Prospectus, together with the relevant
Issuer, as “the relevant Obligor(s)”.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed £5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors” on page 11 of this Prospectus.
Any person (an “Investor”) intending to acquire or acquiring any Notes from any person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 (the “FSMA”), the Issuers may be responsible to the Investor for the
Prospectus under section 90 of FSMA only if the Issuers have authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuers. If the Offeror is not authorised by the Issuers, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Summary of the Programme” and any additional
Dealer appointed under the Programme from time to time (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Application has been made to the Financial Services
Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for Notes issued during the period of 12 months from the date of this Prospectus to be admitted to the Official List of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the Regulated Market. The London
Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments
Directive”). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms (the “Final Terms”) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK
Listing Authority and the London Stock Exchange.
The Notes may be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes may upon issue be deposited with
Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V. as one of the international central securities depositories as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) as may be agreed between each relevant Obligor, the Trustee (as defined below) and the relevant Dealer. The Issuers may also issue unlisted Notes and/or
Notes not admitted to trading on any market.
Each relevant Obligor and the Trustee (as defined herein) may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplementary prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”).
Each of Cadbury Holdings, CSF and CSI (together, the “Responsible Persons”) accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of each of Cadbury Holdings, CSF and
CSI (each having taken all reasonable care to ensure that such is the case) the information contained in this
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
Where information has been sourced from a third party, each of the Responsible Persons confirms that information has been accurately reproduced and that as far as it is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information materially inaccurate or misleading. Where third party information has been included (page 60), its source has been stated.
The previous paragraph should be read in conjunction with the seventh paragraph on the first page of this Prospectus.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be.
An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such
Offeror and such Investor including as to price, allocations and settlement arrangements. The relevant Obligor will not be a party to any such arrangements with Investors (other than the Dealers) in connection with the offer or sale of the
Notes and, accordingly, this Prospectus and any Final Terms will not contain such information and an Investor must obtain such information from the Offeror.
Copies of each Final Terms will be available from the registered office of each of Cadbury Holdings, CSF and CSI and from the specified office set out below of each of the Paying Agents (as defined below), in the manner described in
“Terms and Conditions of the Notes”.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are incorporated in and form part of this Prospectus.
None of the Dealers, the Arranger nor the Trustee have independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers, the Arranger or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by Cadbury Holdings, CSF and CSI in connection with the Programme. None of the Dealers, the Arranger nor the Trustee accept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by Cadbury Holdings, CSF and CSI in connection with the Programme.
No person is or has been authorised by Cadbury Holdings, CSF or CSI to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by Cadbury Holdings, CSF, CSI, any of the Dealers, the Arranger or the Trustee.
Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by
Cadbury Holdings, CSF, CSI, any of the Dealers, the Arranger or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each
Investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant Obligor(s). Neither this Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of Cadbury Holdings, CSF, CSI, any of the Dealers, the Arranger or the Trustee to any person to subscribe for, or to purchase, any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning Cadbury Holdings, CSF or CSI is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers, the Arranger and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuers during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia, the most recently published audited annual financial statements and, if published later, the most recently published interim
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financial statements (if any) of the relevant Issuer and (as the case may be) any other relevant Obligor when deciding whether or not to purchase any Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the
“Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (as defined in Regulation S under the Securities Act) — see “Subscription and Sale” below.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuers, the Guarantors, the
Dealers, the Arranger and the Trustee do not represent that this Prospectus may be lawfully distributed, or that any
Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuers, the Guarantors, the Dealers, the Arranger or the Trustee which is intended to permit a public offering of any Notes outside the European Economic Area or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Prior to the issue of Notes by any of the Issuers which are (i) to be admitted to trading on a regulated market (as defined in the Prospectus Directive) of a European Economic Area Member State other than the London Stock Exchange’s regulated market; or (ii) offered to the public in a European Economic Area
Member State other than the United Kingdom (a “Host Member State”), such Issuer will request that the UK Listing
Authority delivers to the competent authority of the Host Member State a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Prospectus has been drawn up in accordance with the Prospectus Directive and, if so required by the relevant Host Member State, a translation of the summary set out in this Prospectus.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom and France) and
Japan — see “Subscription and Sale” below.
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that
Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, none of the Issuers nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuers or any Dealer to publish or supplement a prospectus for such offer.
All references in this document to “U.S. dollars”, “U.S.$” and “$” refer to United States dollars, to “Japanese Yen” and
“Yen” refer to the currency of Japan, to “New Zealand dollars” refer to the currency of New Zealand, to “Sterling” and
“£” refer to pounds sterling, and to “euro” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes of the Series (as defined below) of which such Tranche forms part at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
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may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
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TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FORM OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FORMS OF FINAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BUSINESS DESCRIPTION OF THE ISSUERS AND GUARANTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
20
40
59
60
6
10
11
18
75
77
80
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SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in any Notes should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European
Economic Area no civil liability will attach to the Responsible Persons in any such Member State in respect of this
Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated.
The following summary is taken from the remainder of this Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the relevant Final Terms.
Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes” shall have the same meanings in this summary.
Information relating to the
Issuers and the Guarantors:
Description of the Issuers: Cadbury Schweppes Finance p.l.c. and Cadbury Schweppes Investments plc (each being a company incorporated with limited liability in England and Wales).
Cadbury Holdings Limited
Cadbury Schweppes Investments plc
Guarantors (in respect of
Notes issued by
Cadbury Schweppes
Finance p.l.c.):
Guarantors (in respect of
Notes issued by
Cadbury Schweppes
Investments plc):
Description of Issuers and
Guarantors:
Cadbury Holdings Limited
Cadbury Schweppes Finance p.l.c.
Risk Factors:
The principal business of CSF is to undertake finance and treasury activities on behalf of Cadbury plc and its subsidiaries and affiliated companies (the “Group”), including funding and foreign exchange. CSF was incorporated under the laws of
England and Wales in 1949 and is a wholly owned subsidiary of Cadbury Holdings.
The principal business of CSI is to hold certain investments forming part of the assets of the Group. CSI was incorporated under the laws of England and Wales in
1973 and is a wholly owned subsidiary of Cadbury Holdings.
Cadbury Holdings is the intermediate holding company of the Cadbury group of companies, which manufactures and distributes confectionery and non-alcoholic beverages. Cadbury Holdings was incorporated in England in 1897 as Schweppes
Limited.
Detailed descriptions of the Issuers and Guarantors are set out below in “Business
Description of the Issuers and Guarantors” on page 60 of this Prospectus.
There are certain factors that may affect each of the Issuer’s and each Guarantor’s ability to fulfil its obligations under Notes issued under the Programme and guarantees in respect thereof. These factors are set out in detail under “Risk
Factors” on page 11 of this Prospectus, and include risks relating to Structural
Subordination and Dependencies, Currency Risks, Interest Rate Risks, Liquidity
Risks, Credit Risk, Competition and Customer Consolidation, Consumer Demand,
Product Quality and Safety, Legal, Regulatory, Political and Social Risks,
Information Technology, Infrastructure, Intellectual Property, Geographic Spread and Energy Markets Exposure, Business Continuity and Incident Management,
Raw Materials, Retirement and Healthcare Benefits, Acquisitions and Disposals and Vision into Action.
In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme – see “Risk
Factors”. They include that the Notes may not be a suitable investment for all investors, risks related to the structure of a particular issue of Notes, risks related to
Notes generally, risks related to the market generally and that legal investment considerations may restrict certain investments.
Information relating to the Programme:
Description:
Arranger:
Dealers:
Euro Medium Term Note Programme
Deutsche Bank AG, London Branch
ABN AMRO Bank N.V.
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Certain Restrictions:
Trustee:
Issuing and Principal
Paying Agent:
Programme Size:
Distribution:
Currencies:
Redenomination:
Maturities:
Issue Price:
Form of Notes:
Fixed Rate Notes:
Floating Rate Notes:
Index Linked Notes:
Banc of America Securities Limited
Banco Bilbao Vizcaya Argentaria, S.A.
BNP Paribas
Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A.
(trading as Rabobank International)
Deutsche Bank AG, London Branch
Dresdner Bank AG London Branch
HSBC Bank plc
J.P. Morgan Securities Ltd.
National Australia Bank Limited ABN 12 004 044 937
The Royal Bank of Scotland plc and any other Dealers appointed in accordance with the Programme Agreement.
Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see “Subscription and
Sale”) including the following restrictions applicable at the date of this Prospectus.
Notes having a maturity of less than one year will constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the
Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent.
The Law Debenture Trust Corporation p.l.c.
The Bank of New York
Up to £5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time.
Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.
Subject to any applicable legal or regulatory restrictions, any currency agreed between the relevant Issuer and the relevant Dealer.
In respect of any Tranche of Notes, if the country of the Specified Currency becomes, or announces its intention to become, a participating Member State, the Notes may be redenominated in euro if so specified in the applicable Final
Terms, in accordance with the provisions set out in such Final Terms.
The Notes will have such maturities as may be agreed between the relevant Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Issuer or the relevant
Specified Currency.
Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par.
The Notes will be issued in bearer form – see “Form of the Notes”.
Fixed interest will be payable on such date or dates as may be agreed between the relevant Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer and the relevant Dealer.
Floating Rate Notes will bear interest at a rate determined:
(i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International
Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or
(ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or
(iii) on such other basis as may be agreed between the relevant Issuer and the relevant Dealer.
The margin (if any) relating to such floating rate will be agreed between the relevant
Issuer and the relevant Dealer for each Series of Floating Rate Notes.
Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the relevant Issuer and the relevant Dealer may agree.
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Other provisions in relation to
Floating Rate Notes and Index
Linked Interest Notes:
Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both.
Dual Currency Notes:
Zero Coupon Notes:
Redemption:
Denomination of Notes:
Taxation:
Negative Pledge:
Cross Default:
Status of the Notes:
Rating:
Guarantee:
Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each
Interest Period, as agreed prior to issue by the relevant Issuer and the relevant
Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the relevant
Issuer and the relevant Dealer.
Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the relevant Issuer and the relevant Dealer may agree.
Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest.
The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such
Notes will be redeemable at the option of the relevant Issuer and/or the Noteholders upon giving notice to the Noteholders or the relevant Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the relevant Issuer and the relevant
Dealer.
The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms.
Notes having a maturity of less than one year are subject to restrictions on their denomination and distribution, see “Certain Restrictions — Notes having a maturity of less than one year” above.
Notes will be issued in such denominations as may be agreed between the relevant
Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see “Certain Restrictions — Notes having a maturity of less than one year” above.
All payments in respect of the Notes will be made without withholding or deduction for or on account of United Kingdom tax save as may be required by law. In the event that any such withholding or deduction is made, the relevant Obligor(s) will, save in certain limited circumstances provided in Condition 8, be required to pay an additional amount in respect of the amount so deducted.
The terms of the Notes will contain a negative pledge provision as further described in Condition 4.
The terms of the Notes will contain a cross default provision as further described in
Condition 10.
The Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of the relevant Issuer and (subject as aforesaid) will rank pari passu without any preference among themselves and equally with all other outstanding unsecured and unsubordinated obligations of the relevant Issuer (save for certain obligations required to be preferred by law).
The rating of the Notes to be issued under the Programme will be specified in the applicable Final Terms.
Notes issued under the Programme may be rated or unrated. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
The payments of all amounts payable in respect of Notes issued by CSF will be unconditionally and irrevocably guaranteed by Cadbury Holdings and CSI. The payments of all amounts payable in respect of Notes issued by CSI will be unconditionally and irrevocably guaranteed by Cadbury Holdings and CSF. The obligations of each Guarantor under such guarantee will be direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of such Guarantor and (subject as aforesaid) will rank equally with all other unsecured and unsubordinated obligations of such Guarantor (save for certain obligations required to be preferred by law).
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Listing and admission to trading:
Governing Law:
Selling Restrictions:
Application has been made to the UK Listing Authority for Notes issued under the
Programme to be admitted to the Official List and to the London Stock Exchange for such Notes to be admitted to trading on the London Stock Exchange’s regulated market. The Notes may also be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) as may be agreed between the relevant
Issuer and the relevant Dealer in relation to each Series.
The EU Transparency Directive (Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market) may be implemented across the European Union in a manner which could be unduly burdensome for the Issuers. Pursuant to the terms of the Trust Deed, in such circumstances each of the Issuers may be entitled to de-list its Notes and seek an alternative listing, quotation or admission to trading for those Notes on such other stock exchange or exchanges or securities market or markets on which it is then accepted in the sphere of international issues of debt securities to list, quote or admit to trading securities such as the Notes as the relevant Issuer may (with the approval of the Trustee (which approval may only be given if the Trustee has received a confirmation from the relevant Dealer(s) in respect of such Notes that it is so accepted)) decide. Upon obtaining a quotation, listing or admission to trading of the relevant Notes on such other stock exchange or exchanges or securities market or markets, the relevant Issuer and any relevant Guarantor shall also enter into a trust deed supplemental to the Trust Deed to effect such consequential amendments to the Trust Deed as the Trustee may require or as shall be requisite to comply with the requirements of any such stock exchange or exchanges or securities market or markets.
Notes which are neither listed nor admitted to trading on any market may also be issued.
The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets.
The Notes will be governed by, and construed in accordance with, English law.
There are restrictions on the offer, sale and transfer of the Notes in the
United States, the European Economic Area (including the United Kingdom and
France) and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes — see “Subscription and
Sale” below for details.
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DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to Article 11 of the Prospectus Directive, the documents set out in paragraphs (a) – (d) below, which have previously been published and have been filed with the Financial Services Authority, shall be incorporated in, and form part of, this Prospectus:
(a) the memorandum and articles of association of each of Cadbury Holdings, CSF and CSI;
(b) Cadbury Schweppes Public Limited Company (now Cadbury Holdings) Report and Accounts for the financial years ended 31st December 2006 and 31st December 2007 (which include, inter alia, the audit reports and audited consolidated and audited non-consolidated historical financial information of Cadbury Holdings and its subsidiaries for the financial years ended 31st December 2006 and 31st December 2007 (together with the accounting policies and explanatory notes in respect thereof));
(c) CSF’s Annual Report and Accounts for the financial years ended 31st December 2006 and 31st December 2007
(which include, inter alia, the audit reports and audited non-consolidated historical financial information of CSF for the financial years ended 31st December 2006 and 31st December 2007 (together with the accounting policies and explanatory notes in respect thereof)); and
(d) CSI’s Annual Report and Accounts for the financial years ended 31st December 2006 and 31st December 2007
(which include, inter alia, the audit reports and audited non-consolidated historical financial information of CSI for the financial years ended 31st December 2006 and 31st December 2007 (together with the accounting policies and explanatory notes in respect thereof)).
Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
For the avoidance of doubt, information, documents or statements expressed to be incorporated by reference into any, or expressed to form part of any, of the documents referred to in paragraphs (a) to (d) above do not form part of this
Prospectus.
Copies of documents incorporated by reference in this Prospectus can be obtained from the registered office of each of the Issuers and from the specified offices of the Paying Agent for the time being in London.
Each of Cadbury Holdings, CSF and CSI will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement to this Prospectus or publish a new Prospectus for use in connection with any subsequent issue of
Notes. Each of Cadbury Holdings, CSF and CSI have undertaken to the Dealers in the Programme Agreement (as defined in “Subscription and Sale”) that they will comply with section 87G of the Financial Services and Markets Act
2000.
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RISK FACTORS
Each of the Issuers believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and the Issuers are not in a position to express a view on the likelihood of any such contingency occurring.
In addition, factors which, although not exhaustive, are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.
Each of the Issuers believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, and prospective investors should note that investors may lose the value of their investment (or part of it). Prospective investors should also read the detailed information set out elsewhere in this
Prospectus and reach their own views prior to making any investment decision. Prospective investors should also consult their own financial and legal advisers about the risks associated with an investment in any Notes issued under the Programme and the suitability of investing in such Notes in light of their particular circumstances.
Factors that may affect each Issuer’s ability to fulfil its obligations under Notes issued under the
Programme
The Notes and the Guarantee (as applicable) will constitute unsubordinated and unsecured obligations of the relevant
Issuer and the Guarantors (as applicable), respectively, and will rank equally among themselves and equally with all other unsubordinated and unsecured obligations of the relevant Issuer and the Guarantors (as applicable), respectively (other than obligations preferred by mandatory provisions of law). If you purchase Notes, you are relying on the creditworthiness of the relevant Issuer and the Guarantors (as applicable) and no other person.
1. External risks
The Group is subject to a number of external risks. The Group defines external risks as those that stem from factors which are mainly outside of its control. These risks will often arise from the nature of the Group and the industry in which it operates.
Legal, Regulatory, Political and Societal Risks
The Group is at risk from significant and rapid change in the legal systems, regulatory controls, and custom and practices in the countries in which it operates. These affect a wide range of areas including the composition, production, packaging, labelling, distribution and sale of the Group’s products; the Group’s property rights; its ability to transfer funds and assets within the Group or externally; employment practices; data protection; environment, health and safety issues; and accounting, taxation and stock exchange regulation. Accordingly, changes to, or violation of, these systems, controls or practices could increase costs, involve actions such as product recalls, seizure of products and other sanctions and have material and adverse impacts on the reputation, performance and financial condition of the Group. Political developments and changes in society, including increased scrutiny of the Group or its industry, for example by non-governmental organisations or the media, may result in, or increase the rate of, material legal and regulatory change, and changes to custom and practices. The Group may also be subject to regulation designed to address concerns about dietary trends. This could include the introduction of additional labelling requirements, and levying additional taxes on, or restricting the production or advertising of, certain product types, which could increase the Group’s costs or make it harder for the Group to market its products, adversely affecting the Company’s performance.
Geographic Spread and Emerging Markets Exposure
The Group is exposed to control and other risks inherent in a business which operates in many countries, including emerging markets. A failure of control in one or more countries may materially adversely affect the performance or financial condition of the Group as a whole. Approximately one-third of the Group’s revenues are generated in emerging markets, which have less developed political, legal and regulatory systems and are at higher risk of failure than those of developed markets. Any failure may have a material adverse impact on the Group’s performance or financial condition.
Business Continuity and Incident Management
The Group is at risk from disruption of a number of key manufacturing and distribution assets and systems on which it increasingly depends. The functioning of the Group’s manufacturing and distribution assets and systems could be disrupted for reasons either within or beyond the Group’s control, including: extremes of weather or longer-term climatic changes; accidental damage; disruption to the supply of materials or services; product quality and safety
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issues; systems failure; workforce actions; or environmental contamination. While the Group will have an incident management system in place, there is a risk that these plans may prove inadequate and that any disruption may materially adversely affect the Group’s ability to make and sell products and therefore materially adversely affect its reputation, performance or financial condition.
Competition and Customer Consolidation
Increased competition in the markets in which it operates may materially adversely impact the Group’s performance and financial condition. The confectionery and beverages industries are highly competitive. The Group competes with other multinational corporations which also have significant financial resources. The Group may be unable to compete effectively if its competitors’ resources are applied to change areas of focus, enter new markets, reduce prices, or to increase investments in marketing or the development and launch of new products.
The Group is also at risk from the trend towards greater concentration of its customer base due to consolidation of the retail trade which may result in increased pricing pressure from customers and adversely impact the Group’s sales and margins.
Consumer Demand
Consumer demand for the Group’s products may be affected by factors including changes to consumer preferences, unseasonable or unusual weather, or longer-term climatic changes. The Group has made substantial investments in understanding consumer preferences and in its ability to respond to consumer needs through innovation, and also has products appealing to a wide range of consumers. However, it may be unable to respond successfully or at reasonable cost to rapid changes in demand or consumer preferences and tastes, which may adversely affect its performance.
Raw Materials
The Group depends upon the availability, quality and cost of raw materials from around the world, which exposes it to price, quality and supply fluctuations, including those occurring because of the impact of disease or climate on harvests. Key raw materials on which the Group depends include cocoa, milk, sweeteners, packaging materials and energy, some of which are available only from a limited number of suppliers. Although the Group takes measures to protect itself against the short-term impact of fluctuations in the price, quality and supply of such raw materials and of the concentration of supply, there is no guarantee that these will be effective. A failure to recover higher costs or shortfalls in availability or quality could materially adversely impact the Group’s performance.
Retirement and Healthcare Benefits
The Group is at risk from potential shortfalls in the funding of its various retirement and healthcare benefit schemes.
The liabilities of these schemes reflect the Group’s latest best estimate of life expectancy, inflation, discount rates and salary growth, which may change. These schemes are generally funded externally under trust through investments in equities, bonds and other external assets, the values of which are dependent on, among other things, the performance of equity and debt markets, which can be volatile. Changes in the value of the assets or liabilities of these schemes and therefore their funding status may require additional funding from the employing entities and may adversely impact the
Group’s financial condition.
2. Internal risks
Internal risks are those arising from factors primarily within the Group’s control, including from the Group’s structure and processes.
Information Technology Infrastructure
The Group depends on accurate, timely information and numerical data from key software applications to aid day-today decision making. Any disruption caused by failings in key software applications, of underlying equipment or of communication networks could delay or otherwise impact the Group’s day-to-day decision making and have materially adverse effects on the Group’s performance.
Operational Interdependence
The Group’s operations in individual countries are increasingly dependent for the proper functioning of their business on other parts of the Group in terms of raw material and product supply, new product and sales and marketing programme development, technology, funding and support services. Any underperformance or failure to control the
Group’s operations properly in one country could therefore impact the Group’s businesses in a number of other
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countries and materially adversely impact the performance or financial condition of other business units or the Group as a whole.
Product Quality and Safety
Despite safety measures adopted by the Group, its products could become contaminated or not meet the required quality or safety standards. The Group uses many ingredients, and there is a risk of either accidental or malicious contamination. Any contamination or failure to meet quality and safety standards may be costly and impact the Group’s reputation and performance.
Employees
The Group depends on the continued contribution of its executive officers and employees, both individually and as a group. While the Group reviews its people policies on a regular basis and invests significant resources in training and development and recognising and encouraging individuals with high potential, there can be no guarantee that it will be able to attract, develop and retain these individuals at an appropriate cost and ensure that the capabilities of the
Group’s employees meet its business needs. Any failure to do so may impact the Group’s performance.
Licensing
Actions of third party licensees of brand and product rights may adversely impact the reputation of the Group’s brands or the Group as a whole. The Group licenses to third parties certain brand and product rights in specific geographical areas. While such licences are carefully controlled, inappropriate action or an incident at a licensee partner could occur and impact the reputation of the Group’s brands or the Group as a whole.
Outsourcing
The Group is increasing its use of outsourcing arrangements with third parties, notably in information technology, manufacturing, and finance and human resources operations. While the Group has benefited from the expertise of these third parties, the Group is also at risk from failures by these third parties to deliver on their contractual commitments, which may adversely impact the Group’s reputation and performance, and increase the Group’s costs.
Intellectual property
The Group has substantial intellectual property rights and interests which are important to its business and may require significant resources to protect and defend. The Group may also infringe others’ intellectual property rights and interests and therefore be required to redesign or cease the development, manufacture, use and sale of its products so that they do not infringe others’ patent rights, which may require significant resources or may not be possible. The
Group may also be required to obtain licences to infringed intellectual property, which may not be available on acceptable terms, or even at all. Intellectual property litigation by or against the Group could significantly disrupt its business, divert management’s attention, and consume financial resources, and therefore have a materially adverse impact on the reputation, performance and financial condition of the Group.
3. Execution risks
Execution risks arise from the implementation of the Group’s strategy and its change and restructuring programmes, which aim to enhance long term shareowner value.
Vision into Action
On 19 June, 2007, the Group announced a new strategy for the business called “Vision into Action”, which includes a plan to improve its margin performance to achieve a mid-teens operating margin by 2011. This plan includes reductions in the number of factories and employees, material changes to the Group’s supply chain configuration, and to the structure and operation of other Group Functions. These changes increase the risk of significant disruption to the
Group’s business, which may occur, for example, through defective execution of the “Vision into Action” plan, unforeseen events, or workforce actions.
The Group expects to incur a restructuring charge of £450 million (of which around £50 million is non-cash) and invest
£200 million of capital expenditure in the Vision into Action plan. There can be no guarantee, however, that this investment, or the Group’s other or subsequent investments, will deliver the anticipated improvements in business performance.
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Acquisitions and Disposals
Risks inherent in the acquisition and disposal of businesses and brands may have an adverse impact on the business of the Group or its financial results. From time to time the Group makes acquisitions and disposals of businesses and brands. While these are carefully planned, the rationale for them may be based on incorrect assumptions or conclusions and they may not realise the anticipated benefits or there may be other unanticipated or unintended effects. Additionally, while the Group seeks protection, for example through warranties and indemnities in the case of acquisitions, significant liabilities may not be identified in due diligence or come to light after the expiry of warranty or indemnity periods. These factors may materially adversely impact the performance or financial condition of the Group.
4.
Financial risks
Structural Subordination and Dependencies
Cadbury Holdings is an intermediate holding company and many of the risks reside in its subsidiaries and affiliated companies. The ability of Cadbury Holdings to meet its financial obligations is dependent upon the availability of cash flows from members of the Group through dividends, inter-company loans and other payments. In addition, as part of a global organisation, the Issuers and the Guarantors are dependent upon each other and other Group members for various services, rights and other functions. Claims by the creditors of a subsidiary of Cadbury Holdings may adversely affect the ability of that subsidiary to support Cadbury Holdings in fulfilling its obligations.
Currency Risks
The Group operates in many different countries and thus is subject to currency fluctuations, both in terms of its trading activities and the translation of its financial statements. While the Group uses short-term hedging for trading activities, it does not believe that it is appropriate or practicable to hedge long-term translation exposure. If the Group experiences significant currency fluctuations, then the Group’s financial condition could be adversely affected.
Interest Rate Risks
The Group manages its exposure to movements in interest rates by having a band of its net debt on which interest rates are fixed for certain time periods. However, there is always a residual floating interest rate exposure which may increase over time. The Group could be adversely affected in the future by interest rate increases.
Liquidity Risks
The Group seeks to achieve a balance between certainty of funding (even at difficult times for the markets as a whole or the Group specifically) and a flexible cost-effective borrowing structure. However, there can be no guarantee that in certain stress scenarios the Group would not suffer liquidity problems.
Credit Risk
The Group uses financial instruments within an established policy framework which includes minimum rating criteria for the counterparty, but nevertheless is exposed to credit related losses in the event of non-performance by counterparties to financial instruments.
Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including (if applicable) Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;
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(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor’s overall investment portfolio.
Risks related to the structure of a particular issue of Notes
A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features:
Notes subject to optional redemption by the Issuer
An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate.
Potential investors should consider reinvestment risk in light of other investments available at that time.
Index Linked Notes and Dual Currency Notes
The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a “Relevant
Factor”). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:
(i) the market price of such Notes may be volatile;
(ii) they may receive no interest;
(iii) payment of principal or interest may occur at a different time or in a different currency than expected;
(iv) they may lose all or a substantial portion of their principal;
(v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
(vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, it is likely that the effect of changes in the Relevant Factor on principal or interest payable will be magnified; and
(vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.
The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes in light of its particular circumstances.
Partly-paid Notes
The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.
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Variable rate Notes with a multiplier or other leverage factor
Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.
Inverse Floating Rate Notes
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse
Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the relevant Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than the prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than the prevailing rates on its Notes.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.
Risks related to Notes generally
Set out below is a brief description of certain risks relating to the Notes generally:
Modification, waivers and substitution
The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
The conditions of the Notes also provide that the Trustee may, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or
(ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such or (iii) the substitution of another company as principal debtor under any Notes in place of the Issuer, in the circumstances described in Condition 18.
Change of law
The conditions of the Notes are based on English law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Prospectus.
Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:
The secondary market generally
Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them
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with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors.
These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes and the Guarantors will make payments under the guarantees in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the Specified
Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s
Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes,
(2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currencyequivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.
Interest rate risks
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and
(3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable riskbased capital or similar rules.
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FORM OF THE NOTES
Each Tranche of Notes will be in bearer form and will be initially issued in the form of a temporary global note (a
“Temporary Global Note”) or, if so specified in the applicable Final Terms, a permanent global note (a “Permanent
Global Note” and, together with a Temporary Global Note, the “Global Notes”), which, in either case, will:
(i) if the Global Notes are intended to be issued in new global note (“NGN”) form, as stated in the applicable Final
Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the “Common
Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”); and
(ii) if the Global Notes are not intended to be issued in NGN form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a common depository (the “Common Depository”) for Euroclear and/or Clearstream, Luxembourg and/or any other agreed clearing system.
If the applicable Final Terms indicate that the Global Note is a NGN, the nominal amount of the Notes represented by such Global Note will be the aggregate from time to time entered in the records of both Euroclear and Clearstream,
Luxembourg. The records of Euroclear and Clearstream, Luxembourg (which expression in such Global Note means the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of each such customer’s interest in the Notes) will be conclusive evidence of the nominal amount of Notes represented by such Global Note and, for such purposes, a statement issued by Euroclear and/or Clearstream, Luxembourg, as the case may be, stating that the nominal amount of Notes represented by such Global Note at any time will be conclusive evidence of the records of Euroclear and/or Clearstream at that time, as the case may be.
Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not
U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent.
On and after the date (the “Exchange Date”) in respect of each Tranche in respect of which a Temporary Global Note is issued which is the later of (i) 40 days after the Temporary Global Note is issued and (ii) 40 days after the completion of the distribution of the relevant Tranche, as certified by the relevant Dealer (in the case of a non-syndicated issue) or the relevant lead manager (in the case of a syndicated issue) (the “Distribution Compliance Period”), interests in such
Temporary Global Note will be exchangeable (free of charge) upon a request as described therein for either
(a) interests in a Permanent Global Note of the same Series or (b) for definitive Notes of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the case of definitive Notes, to such notice period as is specified in the applicable Final Terms), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due presentation and certification, exchange of the Temporary Global
Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused.
Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through
Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent
Global Note if the Permanent Global Note is not in NGN form) without any requirement for certification. The applicable
Final Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, receipts, interest coupons and talons attached upon either (i) not less than
60 days’ written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as described therein or (ii) only upon the occurrence of an
Exchange Event. For these purposes, “Exchange Event” means that (i) an Event of Default (as defined in Condition
10) has occurred and is continuing, (ii) the relevant Issuer has been notified that both Euroclear and Clearstream,
Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no alternative clearing system satisfactory to the Trustee is available or (iii) the relevant Issuer has or will become obliged to pay additional amounts as provided for or referred to in Condition 8 which would not be required were the Notes represented by the Permanent Global Note in definitive form. The relevant Issuer will promptly give notice to
Noteholders in accordance with Condition 14 if an Exchange Event occurs. In the event of the occurrence of an
Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the relevant Issuer may also give notice to the Agent
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requesting exchange. Any such exchange shall occur not later than 60 days after the date of receipt of the first relevant notice by the Agent.
The following legend will appear on all Notes which have an original maturity of more than 365 days and on all receipts and interest coupons relating to such Notes:
“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.”
The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons.
Notes which are represented by a Temporary Global Note or a Permanent Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.
Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of
Notes, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the
Distribution Compliance Period applicable to the Notes of such Tranche.
Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Notes issued in NGN form, be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in the applicable Final Terms and/or approved by the relevant Issuer, the Agent and the Trustee.
Any reference herein to the common depositary shall, whenever the context so permits, be deemed to include a reference to any successor common depositary or any additional or alternative common depositary approved by the relevant Issuer, the Agent and the Trustee.
No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the relevant Issuer or the
Guarantor (in the case of the Notes issued by CSF or CSI) unless the Trustee, having became bound to proceed, fails to do so within a reasonable period and the failure shall be continuing.
19

FORM OF FINAL TERMS
Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the
Programme with a denomination of less than EUR 50,000 (or its equivalent in another currency).
Final Terms dated [Date]
[CADBURY SCHWEPPES FINANCE p.l.c.]
[CADBURY SCHWEPPES INVESTMENTS plc]
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
Guaranteed by CADBURY HOLDINGS LIMITED and
[CADBURY SCHWEPPES FINANCE p.l.c./CADBURY SCHWEPPES INVESTMENTS plc] under the £5,000,000,000
Euro Medium Term Note Programme
[The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:
(i) in circumstances in which no obligation arises for the Issuer[, the Guarantors] or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
(ii) in those Public Offer Jurisdictions mentioned in paragraph 36 of Part A below, provided such person is one of the persons mentioned in Paragraph 36 of Part A below and that such offer is made during the Offer Period specified for such purpose therein.
Neither the Issuer[, the Guarantors] nor any Dealer has authorised, nor do they authorise, the making of any offer of
Notes in any other circumstances].
1
[The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive
(2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer[, the Guarantors] or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer. [Neither/None of] the Issuer[, the Guarantors] [nor/or] any
Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances].
2
1 Consider including this legend where a non-exempt offer of Notes is anticipated.
2 Consider including this legend where only an exempt offer of Notes is anticipated.
20

PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Prospectus dated [ date ] which constitutes 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 the Prospectus. Full information on the Issuer[, the Guarantors] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing during normal business hours at the registered office of the Issuer at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may be obtained during normal business hours from the specified office of the Agent at The Bank of New York, 40th Floor, One
Canada Square, London E14 5AL.
[ The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.]
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the [Offering Circular/Prospectus] dated [ original date ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus
Directive”) and must be read in conjunction with the Prospectus dated [ current date ] which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the
[Offering Circular/Prospectus] dated [ original date ] and are attached hereto. 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 Prospectus dated [ current date ] and the [Offering Circular/Prospectus] dated [ original date ]. Copies of the Prospectus dated [ current date ] and the [Offering Circular/Prospectus] dated [ original date ] are available for viewing during normal business hours at the registered office of the Issuer at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may be obtained from the specified office of the Agent at The Bank of New York, 40th Floor, One Canada Square, London E14
5AL.
[ Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.
]
[ When adding any other final terms or information consideration should be given as to whether such terms or information constitutes “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.
]
[ If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination must be
£100,000 or its equivalent in any other currency.
]
1.
[(i)] Issuer:
[(ii) Guarantors:
2.
(i) Series Number:
(ii) Tranche Number:
[ k ]
[ k ]]
[ k ]
[ k ]
(If fungible with an existing Series, details of that
Series, including the date on which the Notes become fungible)
[ k ] 3.
Specified Currency or Currencies:
4.
Aggregate Nominal Amount:
— Series:
— Tranche:
5.
Issue Price:
6.
7.
Specified Denominations:
(i)
(ii)
Issue Date:
Interest Commencement Date:
[ k ]
[ k ]
[ k ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [ insert date ] (if applicable)]
[ k ]
(N.B. If an issue of Notes is (i) NOT admitted to trading on an European Economic Area exchange; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the f [1,000] minimum denomination is not required.
)
[ k ]
[ specify /Issue Date/Not Applicable]
21

8.
9.
10.
Maturity Date:
Interest Basis:
Redemption/Payment Basis:
(N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon
Notes.)
[ Fixed rate — specify date/Floating rate — Interest
Payment Date falling in or nearest to [ specify month ]]
[[ k ] per cent. Fixed Rate]
[[LIBOR/EURIBOR] +/- [ k ] per cent. Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[Dual Currency Interest]
[ specify other ]
(further particulars specified below)
[Redemption at par]
[Index Linked Redemption]
[Dual Currency Redemption]
[Partly Paid]
[Instalment]
[ specify other ]
( N.B. If the Final Redemption Amount is less than
100% of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus
Directive Regulation will apply.
)
11.
Change of Interest Basis or
12.
Redemption/Payment Basis:
Put/Call Options:
13.
(i) Status of the Notes:
[(ii) Status of the Guarantee:
14.
Method of distribution:
[ Specify details of any provision for change of Notes into another Interest Basis or Redemption/Payment
Basis ]
[Investor Put]
[Issuer Call]
[(further particulars specified below)]
[ k ]
[ k ]]
[Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
(i)
(ii)
Rate(s) of Interest:
Interest Payment Date(s):
[Applicable/Not Applicable]
( If not applicable, delete the remaining sub-paragraphs of this paragraph )
[ k ] per cent. per annum [payable [annually/semiannually/quarterly/ specify ] in arrear]
[[ k ] in each year up to and including the Maturity Date]
[ specify other ]
(NB: This will need to be amended in the case of long or short coupons)
(iii) Fixed Coupon Amount(s):
(iv) Broken Amount(s):
(v)
(vi)
Day Count Fraction:
Determination Date(s):
[ k ] per [ k ] in nominal amount
[ k ] per [ k ] in nominal amount, payable on the Interest
Payment Date falling [in/on] [ ]
[Actual/Actual (ICMA) or 30/360 or specify other ]
[ k ] in each year
[ Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon ]
(NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration)
(NB: only relevant where the Day Count Fraction is
Actual/Actual (ICMA)) .
(vii) Other terms relating to the method of calculating interest for
Fixed Rate Notes:
16.
Floating Rate Note Provisions
[ None/Give details ]
[Applicable/Not Applicable] ( If not applicable, delete the remaining sub-paragraphs of this paragraph )
(i) Specified Period(s)/Specified
Interest Payment Dates: [ k ]
22

(ii) Business Day Convention:
(iii) Additional Business Centre(s):
(iv) Manner in which the Rate of
Interest and Interest Amount is to be determined:
(v) Party responsible for calculating the Rate of Interest and Interest
Amount (if not the Agent):
(vi) Screen Rate Determination:
— Reference Rate:
— Interest Determination Date(s):
— Relevant Screen Page:
(vii) ISDA Determination:
— Floating Rate Option:
— Designated Maturity:
— Reset Date:
(viii) Margin(s):
(ix) Minimum Rate of Interest:
(x) Maximum Rate of Interest:
(xi) Day Count Fraction:
[Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention/[ specify other ]]
[ k ]
[Screen Rate Determination/ISDA
Determination/ specify other ]
[ k ]
[ k ]
( Either LIBOR, EURIBOR or other, although additional information is required if other — including fall back provisions in the Agency Agreement )
[ k ]
( Second London business day prior to the start of each
Interest Period if LIBOR (other than Sterling or euro
LIBOR), first day of each Interest Period if Sterling
LIBOR and the second day on which the TARGET 2
System is open prior to the start of each Interest
Period if EURIBOR or euro LIBOR )
[ k ]
( In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately )
[ k ]
[ k ]
[ k ]
[+/-] [ k ] per cent. per annum
[ k ] per cent. per annum
[ k ] per cent. per annum
[Actual/Actual (ISDA)
Actual/365 (Fixed)
Actual/365 (Sterling)
Actual/360
30/360
30E/360
30E/360 (ISDA) other ]
( See Condition 5 for options )
(xii) Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating
Rate Notes, if different from those set out in the Conditions:
17.
Zero Coupon Note Provisions
(i) Accrual Yield:
(ii) Reference Price:
(iii) Any other formula/basis of determining amount payable:
(iv) Day Count Fraction in relation to
Early Redemption Amounts and late payment:
18.
Index Linked Note Provisions
[ k ]
[Applicable/Not Applicable]
( If not applicable, delete the remaining sub-paragraphs of this paragraph )
[ k ] per cent. per annum
[ k ]
[ k ]
23
[ Conditions 7(e) (iii) and (j) apply/specify other ]
[Applicable/Not Applicable]
( If not applicable, delete the remaining sub-paragraphs of this paragraph )

(i) Index/Formula:
(ii) Calculation Agent:
(iii) Party responsible for calculating the Rate of Interest (if not the
Calculation Agent) and Interest
Amount (if not the Agent):
(iv) Provisions for determining coupon where calculation by reference to Index and/or
Formula is impossible or impracticable:
(v) Specified Period(s)/Specified
Interest Payment Dates:
(vi) Business Day Convention:
(vii) Additional Business Centre(s):
(viii) Minimum Rate of Interest:
(ix) Maximum Rate of Interest:
(x) Day Count Fraction:
19.
Dual Currency Note Provisions
(i) Rate of Exchange/method of calculating Rate of Exchange:
(ii) Party, if any, responsible for calculating the principal and/or interest due (if not the Agent):
(iii) Provisions applicable where calculation by reference to Rate of Exchange impossible or impracticable:
(iv) Person at whose option Specified
Currency(ies) is/are payable:
PROVISIONS RELATING TO REDEMPTION
20.
Issuer Call
(i) Optional Redemption Date(s):
(ii) Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s):
(iii) If redeemable in part:
(a) Minimum Redemption Amount:
(b) Higher Redemption Amount:
[ give or annex details (need to include the exercise price or final reference price of the underlying index) ]
[ give name ]
[ give name(s) ]
[ k ] ( need to include a description of market disruption or settlement disruption events and adjustment provisions )
[ k ]
[Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention/[ specify other ]]
[ k ]
[ k ] per cent. per annum
[ k ] per cent. per annum
[ k ] (see Condition 5 for options)
[Applicable/Not Applicable]
( If not applicable, delete the remaining sub-paragraphs of this paragraph )
[ give or annex details ]
[ k ]
[ k ] (need to include a description of market disruption events and adjustment provisions)
[ k ]
[Applicable/Not Applicable]
( If not applicable, delete the remaining sub-paragraphs of this paragraph )
[ k ]
[ k ] per Note of [ k ] Specified Denomination
[ k ]
[ k ]
[ Where there is a partial redemption of Notes represented by a Global Note, include the following language:
The Redeemed Notes will be selected in accordance with the rules of Euroclear and/or Clearstream,
Luxembourg, (to be reflected in the records of
Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion).]
24

21.
(iv) Notice period (if other than as set out in the Conditions):
Investor Put
[ k ]
(N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)
[Applicable/Not Applicable]
( If not applicable, delete the remaining sub-paragraphs of this paragraph )
[ k ] (i) Optional Redemption Date(s):
(ii) Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s):
(iii) Notice period (if other than as set out in the Conditions):
22.
Final Redemption Amount of each
Note:
[
[ k k ]
] per Note of [ k ] Specified Denomination
[ k ] per Note of [ k ] Specified Denomination/ specify other /see Appendix
(N.B. If the Final Redemption Amount is other than
100% of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus
Directive Regulation will apply.)
23.
Early Redemption Amount of each
Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7(e)): [ k ]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes: [Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive
Notes [on 60 days’ notice given at any time/only upon an Exchange Event].]
[Temporary Global Note exchangeable for Definitive
Notes on and after the Exchange Date.]
[Permanent Global Note exchangeable for Definitive
Notes [on 60 days’ notice given at any time/only upon an Exchange Event].]
25.
New Global Note:
26.
Additional Financial Centre(s) or other special provisions relating to Payment
Dates:
[Yes]/[No]
[Not Applicable/ give details. Note that this item relates to the place of payment, and not Interest Period end dates, to which items 16(iii) and 18(vii) relate.
]
27.
Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
28.
Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
[Yes/No.
If yes, give details
[Not Applicable/
] give details NB: a new form of
Temporary Global Note and/or Permanent Global Note may be required for Partly Paid issues ]
29.
Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: [Not Applicable/ give details]
25

30.
31.
Redenomination applicable:
Other final terms:
Redenomination [not] applicable (If Redenomination is applicable specify the terms of the redenomination in an Annex to the Final Terms)
[Not Applicable/ give details ]
(When adding any other final terms consideration should be given as to whether such terms constitute
“significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article
16 of the Prospectus Directive.)
DISTRIBUTION
32.
(i) If syndicated, names and addresses of Managers and underwriting commitments:
36.
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) (if any):
33.
If non-syndicated, name and address of relevant Dealer:
34.
Total commission and concession:
35.
U.S. Selling Restrictions:
Non exempt Offer:
[Not Applicable/ give names, addresses and underwriting commitments]
(Include names and addresses of entities agreeing to underwrite the issue on a firm commitment basis and names and addresses of the entities agreeing to place the issue without a firm commitment or on a “best efforts” basis if such entities are not the same as the
Managers.)
[ ]
[Not Applicable/ give name(s) ]
[Not Applicable/ Name and address ]
[ ] per cent. of the Aggregate Nominal Amount
[Reg. S Compliance Category; TEFRA D/TEFRA
C/TEFRA not applicable]
[Not Applicable] [An offer of the Notes may be made by the Managers [and [ specify names of other financial intermediaries/placers making non-exempt offers, to the extent known OR consider a generic description of other parties involved in non-exempt offers (e.g. “other parties authorised by the Managers”) or (if relevant) note that other parties may make non-exempt offers in the Public Offer Jurisdictions during the Offer Period, if not known ]] (together with the Managers, the “Financial
Intermediaries”) other than pursuant to Article 3(2) of the Prospectus Directive in [ specify relevant Member
State(s) — which must be jurisdictions where the
Prospectus and any supplements have been passported (in addition to the jurisdiction where approved and published) ] (“Public Offer Jurisdictions”) during the period from [ specify date ] until [ specify date or a formula such as “the Issue Date” or “the date which falls [ k ] Business Days thereafter” ] (the “Offer
Period”). See further Paragraph 10 of Part B below.
( N.B. Consider any local regulatory requirements necessary to be fulfilled so as to be able to make a non-exempt offer in relevant jurisdictions, for example newspaper notifications and/or approval of advertising materials if required. No such offer should be made in any relevant jurisdiction until those requirements have been met. Non-exempt offers may only be made into jurisdictions in which the base prospectus (and any supplement) has been notified/passported.
)
[Not Applicable/ give details] 37.
Additional selling restrictions:
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for the issue [,/and] [public offer in the Public Offer Jurisdictions]
[,/and] [admission to trading on [the London Stock Exchange’s regulated market/ specify other ] [and listing on the
Official List of the UK Listing Authority/ specify other ], of the Notes described herein pursuant to the £5,000,000,000
Euro Medium Term Note Programme of Cadbury Schweppes Finance p.l.c. and Cadbury Schweppes Investments plc.
26

RESPONSIBILITY
The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms. [[ Relevant third party information, for example in compliance with Annex XII to the Prospectus Directive Regulation in relation to an index or its components ] has been extracted from [ specify source ]. The Issuer and the Guarantors confirm that such information has been accurately reproduced and that, so far as each of them is aware and is able to ascertain from information published by [ specify source ], no facts have been omitted which would render the reproduced information inaccurate or misleading].
Signed on behalf of [ Issuer ]: Signed on behalf of [ Guarantor ]:
By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Duly authorised
By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Duly authorised
Signed on behalf of [ Guarantor ]:
By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Duly authorised
27

PART B – OTHER INFORMATION
1.
LISTING AND ADMISSION TO
TRADING
Listing and admission to trading: [Not Applicable] / [Application [has been/is expected to be] made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London Stock Exchange’s regulated market/ specify other ] [and listed on the Official List of the UK
Listing Authority/ specify other ] with effect from [ k ].]
2.
RATINGS
Ratings: [Applicable/Not Applicable] (if not applicable, delete the remaining paragraph)
The Notes to be issued have been rated:
[S & P: [ ]]
[Moody’s: [ ]]
[[ Other ]: [ ]]
[ Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.
]
( The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.
)
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. Amend as appropriate if there are other interests ]
(When adding any other description, consideration should be given as to whether such matters described constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer: [ ]
( See “Use of Proceeds” wording in Prospectus – if reasons for offer different from making profit will need to include those reasons here.
)
(ii) Estimated net proceeds:
(iii) Estimated total expenses:
[ ]
( If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding.
)
[ ]. [ Expenses are required to be broken down into each principal intended “use” and presented in order of priority of such “users‘ ]
(NB: If the Notes are derivative securities to which Annex XII of the Prospective Directive Regulation applies (i) above is required where the reasons for the offer are different from making profit and/or hedging certain risks regardless of the minimum denomination of the securities and where this is the case disclosure of net proceeds and total expenses at (ii) and
(iii) above are also required.)
5.
YIELD ( Fixed Rate Notes only )
Indication of yield: [ ]
[Calculated as [ include details of method of calculation in summary form ] on the Issue Date.]
The yield is calculated at the Issue Date on the basis of the
Issue Price. It is not an indication of future yield.
28

6.
HISTORIC INTEREST RATES ( Floating Rate Notes only )
Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters].
7.
PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING ( Index-
Linked Notes only )
[If there is a derivative component in the interest or the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies, need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.]
(N.B. The requirements below only apply if the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies.)
[ Need to include details of where past and future performance and volatility of the index/formula can be obtained.
]
[Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained.]
[Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the
Prospectus Directive Regulation.]
(When completing the above paragraphs, consideration should be given as to whether such matters described constitute “significant new factors” and consequently trigger the need for a supplement to the
Prospectus under Article 16 of the Prospectus Directive.)
The Issuer [intends to provide post-issuance information [specify what information will be reported and where it can be obtained] ] [does not intend to provide post-issuance information] .
8.
PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF
INVESTMENT ( Dual Currency Notes only )
[If there is a derivative component in the interest or the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies, need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.]
( N.B. The requirement below only applies if the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies.
)
[Need to include details of where past and future performance and volatility of the relevant rates can be obtained.]
( When completing this paragraph, consideration should be given as to whether such matters described constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.
)
9.
OPERATIONAL INFORMATION
(i) Intended to be held in a manner which would allow
Eurosystem eligibility: [Yes][No]
[Note that the designation “yes” simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the
Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.] [include this text if “yes” selected in which case the Notes must be issued in
NGN form.]
[ ]
[ ]
(ii) ISIN Code:
(iii) Common Code:
(iv) Any clearing system(s) other than Euroclear Bank
S.A./N.V. and Clearstream
Banking, société anonyme and the relevant identification number(s):
(v) Delivery:
[Not Applicable/ give name(s) and number(s)
Delivery [against/free of] payment
]
29

(vi) Names and addresses of additional Paying Agent(s)
(if any): [ ]
10.
TERMS AND CONDITIONS OF THE OFFER
Offer Price:
[Conditions to which the offer is subject:]
[Description of the application process:]
[Details of the minimum and/or maximum amount of application:]
[Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:]
[Details of the method and time limits for paying up and delivering the Notes:]
[Manner in and date on which results of the offer are to be made public:]
[Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:]
[Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:]
[Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:]
[Amount of any expenses and taxes specifically charged to the subscriber or purchaser:]
[Name(s) and address(es), to the extent known to the
Issuer, of the placers in the various countries where the offer takes place.]
[Issue Price/Not Applicable/
[Not Applicable/ give details ]
[Not Applicable/ give details ]
[Not Applicable/ give details ]
[Not Applicable/
[Not Applicable/
[Not Applicable/
[Not Applicable/
[Not Applicable/ give details ]
[Not Applicable/ give details ]
[Not Applicable/
[None/ give details give details give details give details give details give details ]
]
]
]
]
] specify ]
30

FORM OF FINAL TERMS
Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the
Programme with a denomination of at least EUR 50,000 (or its equivalent in another currency).
Final Terms dated [Date]
[CADBURY SCHWEPPES FINANCE p.l.c.]
[CADBURY SCHWEPPES INVESTMENTS plc]
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
Guaranteed by CADBURY HOLDINGS LIMITED and
[CADBURY SCHWEPPES FINANCE p.l.c./CADBURY SCHWEPPES INVESTMENTS plc] under the £5,000,000,000
Euro Medium Term Note Programme
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Prospectus dated [ date ] which constitutes 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 the Prospectus. Full information on the Issuer[, the Guarantors] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing during normal business hours at the registered office of the Issuer at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may be obtained during normal business hours from the specified office of the Agent at The Bank of New York, 40th Floor, One
Canada Square, London E14 5AL.
[ The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.]
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the [Offering Circular/Prospectus] dated [ original date ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus
Directive”) and must be read in conjunction with the Prospectus dated [ current date ] which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the
[Offering Circular/Prospectus] dated [ original date ] and are attached hereto. 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 Prospectus dated [ current date ] and the [Offering Circular/Prospectus] dated [ original date ]. Copies of the Prospectus dated [ current date ] and the [Offering Circular/Prospectus] dated [ original date ] are available for viewing during normal business hours at the registered office of the Issuer at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may be obtained during normal business hours from the specified office of the Agent at The Bank of New York, 40th Floor, One
Canada Square, London E14 5AL.
[ Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.
]
[ When adding any other final terms or information consideration should be given as to whether such terms or information constitutes “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.
]
[ If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination must be
£100,000 or its equivalent in any other currency.
]
1.
2.
[(i)]
[(ii)
(i)
(ii)
Issuer:
Guarantors:
Series Number:
Tranche Number:
[ k ]
[ k ]]
[ k ]
[ k ]
(If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3.
Specified Currency or Currencies: [ k ]
31

4.
Aggregate Nominal Amount:
—
—
5.
Issue Price:
6.
(a) Specified Denominations:
7.
8.
9.
10.
11.
12.
13.
(b)
(i)
(ii) Interest Commencement
Maturity Date:
Interest Basis:
Redemption/Payment Basis:
Change of Interest Basis or
Redemption/Payment Basis:
Put/Call Options:
(i)
Series:
Tranche:
Calculation Amount:
Issue Date:
Date:
Status of the Notes:
[(ii) Status of the Guarantee:
14.
Method of distribution:
[ k ]
[ k ]
[ k ]
[ k ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [ insert date ] (if applicable)]
[ k ]
(Note — where multiple denominations above [ f 50,000] or equivalent are being used the following sample wording should be followed:
“[ f 50,000] and integral multiples of [ f 1,000] in excess thereof up to and including [ f 99,000]. No Notes in definitive form will be issued with a denomination above [ f 99,000].”)
(N.B. If an issue of Notes is (i) NOT admitted to trading on an
European Economic Area exchange; and (ii) only offered in the
European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the [50,000] minimum denomination is not required.)
[ ]
( If only one Specified Denomination, insert the Specified Denomination.
If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations .)
[ k ]
[ specify /Issue Date/Not Applicable]
(N.B. An Interest Commencement Date will not be relevant for certain
Notes, for example Zero Coupon Notes.)
[ Fixed rate – specify date/Floating rate – Interest Payment Date falling in or nearest to [specify month ]]
[[ k ] per cent. Fixed Rate]
[[LIBOR/EURIBOR] +/- [ k ] per cent. Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[Dual Currency Interest]
[ specify other ]
(further particulars specified below)
[Redemption at par]
[Index Linked Redemption]
[Dual Currency Redemption]
[Partly Paid]
[Instalment]
[ specify other ]
( N.B. If the Final Redemption Amount is less than 100% of the nominal value the Notes will be derivative securities for the purposes of the
Prospectus Directive and the requirements of Annex XII to the
Prospectus Directive Regulation will apply.
)
[ Specify details of any provision for change of Notes into another
Interest Basis or Redemption/Payment Basis ]
[Investor Put]
[Issuer Call]
[(further particulars specified below)]
[ k ]
[ k ]]
[Syndicated/Non-syndicated]
32

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Rate(s) of Interest:
Interest Payment Date(s):
Fixed Coupon Amount(s):
Broken Amount(s):
Day Count Fraction:
Determination Date(s):
[Applicable/Not Applicable]
( If not applicable, delete the remaining subparagraphs of this paragraph )
[ k ] per cent. per annum [payable
[annually/semi-annually/quarterly/ specify ] in arrear]
[[ k ] in each year up to and including the
Maturity Date] [ specify other ]
(NB: This will need to be amended in the case of long or short coupons)
[ k ] per [ k ] in nominal amount
[ k ] per [ k ] in nominal amount, payable on the
Interest Payment Date falling [in/on] [ ]
[Actual/Actual (ICMA) or 30/360 or specify other ]
[ k ] in each year
[ Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon ] (NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration)
(NB: only relevant where the Day Count Fraction is Actual/Actual (ICMA)) .
[ None/Give details ] (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:
16.
Floating Rate Note Provisions
(i)
(ii)
Specified Period(s)/Specified Interest Payment
Dates:
Business Day Convention:
[Applicable/Not Applicable] ( If not applicable, delete the remaining sub-paragraphs of this paragraph )
[ k ]
(iii)
(iv)
(v)
(vi)
Additional Business Centre(s):
Manner in which the Rate of Interest and
Interest Amount is to be determined:
Party responsible for calculating the Rate of
Interest and Interest Amount (if not the Agent):
Screen Rate Determination:
— Reference Rate:
[Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention/[ specify other ]]
[ k ]
[Screen Rate Determination/ISDA
Determination/ specify other ]
[ k ]
— Interest Determination Date(s):
[ k ]
( Either LIBOR, EURIBOR or other, although additional information is required if other – including fall back provisions in the Agency
Agreement )
[ k ]
( Second London business day prior to the start of each Interest Period if LIBOR (other than
Sterling or euro LIBOR), first day of each
Interest Period if Sterling LIBOR and the second day on which the TARGET 2 System is open prior to the start of each Interest Period if
EURIBOR or euro LIBOR )
— Relevant Screen Page:
(vii) ISDA Determination:
(viii)
(ix)
(x)
—
—
—
Floating Rate Option:
Designated Maturity:
Reset Date:
Margin(s):
Minimum Rate of Interest:
Maximum Rate of Interest:
[ k ]
( In the case of EURIBOR, if not Reuters
EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately )
[ k ]
[ k ]
[ k ]
[+/-] [ k ] per cent. per annum
[ k ] per cent. per annum
[ k ] per cent. per annum
33

(xi) Day Count Fraction: [Actual/Actual (ISDA)
Actual/365 (Fixed)
Actual/365 (Sterling)
Actual/360
30/360
30E/360
30E/360 (ISDA) other ]
( See Condition 5 for options )
[ k ] (xii) Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:
17.
Zero Coupon Note Provisions
(i)
(ii)
(iii)
(iv)
Accrual Yield:
Reference Price:
Any other formula/basis of determining amount payable:
Day Count Fraction in relation to Early
Redemption Amounts and late payment:
[
[Applicable/Not Applicable]
( If not applicable, delete the remaining subparagraphs of this paragraph )
[ k ] per cent. per annum
[ k ]
[ k ]
Conditions 7(e) (iii) and (j) apply/specify other ]
18.
19.
Index Linked Note Provisions
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii) Additional Business Centre(s):
(viii) Minimum Rate of Interest:
(ix)
(x)
(i)
(ii)
Maximum Rate of Interest:
Day Count Fraction:
Dual Currency Note Provisions
(iii)
(iv)
Index/Formula:
Calculation Agent:
Party responsible for calculating the Rate of
Interest (if not the Calculation Agent) and
Interest Amount (if not the Agent):
Provisions for determining coupon where calculation by reference to Index and/or Formula is impossible or impracticable:
Specified Period(s)/Specified Interest Payment
Dates:
Business Day Convention:
Rate of Exchange/method of calculating Rate of
Exchange:
Party, if any, responsible for calculating the principal and/or interest due (if not the Agent):
Provisions applicable where calculation by reference to Rate of Exchange impossible or impracticable:
Person at whose option Specified Currency(ies) is/are payable:
[
[
[Applicable/Not Applicable]
( If not applicable, delete the remaining subparagraphs of this paragraph )
[ give or annex details (need to include the exercise price or final reference price of the underlying index) ]
[ give name (and, if the Notes are derivative securities to which Annex XII of the Prospectus
Directive Regulation applies, address) ]
[ give name(s) ]
[ k ] ( need to include a description of market disruption or settlement disruption events and adjustment provisions k k ]
]
)
[Floating Rate Convention/Following
Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention/[ specify other ]]
[ k ]
[ k ] per cent. per annum
[ k ] per cent. per annum
[ k ] (see Condition 5 for options)
[Applicable/Not Applicable]
( If not applicable, delete the remaining subparagraphs of this paragraph )
[ give or annex details ]
[ k ]
[ k ] (need to include a description of market disruption events and adjustment provisions)
34

PROVISIONS RELATING TO REDEMPTION
20.
21.
22.
Issuer Call
(i) Optional Redemption Date(s):
(ii) Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s):
(iii) If redeemable in part:
(iv) Notice period (if other than as set out in the
Conditions):
Investor Put
(i)
(a)
(b)
Minimum Redemption Amount:
Higher Redemption Amount:
Optional Redemption Date(s):
(ii) Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s):
(iii) Notice period (if other than as set out in the
Conditions):
Final Redemption Amount of each Note:
[
[
[Applicable/Not Applicable]
( If not applicable, delete the remaining subparagraphs of this paragraph ) k k
]
] per Note of [ k ] Specified Denomination
[ k ]
[ k ]
[ Where there is a partial redemption of Notes represented by a Global Note, include the following language:
The Redeemed Notes will be selected in accordance with the rules of Euroclear and/or
Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream,
Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion).]
[ k ]
(N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)
[Applicable/Not Applicable]
( If not applicable, delete the remaining subparagraphs of this paragraph )
[ k ]
[ k ] per Note of [ k ] Specified Denomination
[ k ]
[ k ] per Note of [ k ] Specified
Denomination/ specify other /see Appendix
(N.B. If the Final Redemption Amount is other than 100% of the nominal value the Notes will be derivative securities for the purposes of the
Prospectus Directive and the requirements of
Annex XII to the Prospectus Directive Regulation will apply.)
[ k ] 23.
Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7(e)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes: [Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes [on 60 days’ notice given at any time/only upon an Exchange Event].]
[Temporary Global Note exchangeable for Definitive
Notes on and after the Exchange Date.]
[Permanent Global Note exchangeable for Definitive
Notes [on 60 days’ notice given at any time/only upon an Exchange Event].]
35

25.
New Global Note:
26.
Additional Financial Centre(s) or other special provisions relating to Payment Dates:
27.
Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
28.
Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
29.
Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made:
30.
Redenomination applicable:
( Ensure that this is consistent with the wording in the “Form of the Notes” section in the Prospectus and the Notes themselves. N.B. The exchange upon notice/at any time options should not be expressed to be applicable if the Specified Denomination of the
Notes in paragraph 6 includes language substantially to the following effect: “[ f 50,000] and integral multiples of [ f 1,000] in excess thereof up to and including [ f 99,000].” Furthermore, such
Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global
Note exchangeable for Definitive Notes .)
[Yes]/[No]
[Not Applicable/ give details. Note that this item relates to the place of payment, and not Interest
Period end dates, to which items 16(iii) and 18(vi) relate.]
[Yes/No.
If yes, give details ]
[Not Applicable/ give details NB: a new form of
Temporary Global Note and/or Permanent Global
Note may be required for Partly Paid issues ]
[Not Applicable/ give details]
31.
Other final terms:
Redenomination [not] applicable (If Redenomination is applicable specify the terms of the redenomination in an Annex to the Final Terms)
[Not Applicable/ give details ]
(When adding any other final terms consideration should be given as to whether such terms constitute
“significant new factors” and consequently trigger the need for a supplement to the Prospectus under
Article 16 of the Prospectus Directive.)
DISTRIBUTION
32.
(i) If syndicated, names of Managers:
33.
34.
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) (if any):
If non-syndicated, name of relevant Dealer:
U.S. Selling Restrictions:
[Not Applicable/ give names ]
(If the Notes are derivative Securities to which
Annex XII of the Prospectus Directive Regulation applies, include names of entities agreeing to underwrite the issue on a firm commitment basis and names of the entities agreeing to place the issue without a firm commitment or on a “best efforts” basis if such entities are not the same as the Managers.)
[ ]
(The above is only relevant if the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies)
[Not Applicable/ give name(s) ]
[Not Applicable/ name ]
[Reg. S Compliance Category; TEFRA D/TEFRA
C/TEFRA not applicable]
[Not Applicable/ give details] 35.
Additional selling restrictions:
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for the issue [,/and] [admission to trading on [the London Stock
Exchange’s regulated market/ specify other ] [and listing on the Official List of the UK Listing Authority/ specify other ], of
36

the Notes described herein pursuant to the £5,000,000,000 Euro Medium Term Note Programme of Cadbury
Schweppes Finance p.l.c. and Cadbury Schweppes Investments plc.
RESPONSIBILITY
The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms. [[ Relevant third party information, for example in compliance with Annex XII to the Prospectus Directive Regulation in relation to an index or its components ] has been extracted from [ specify source ]. The Issuer and the Guarantors confirm that such information has been accurately reproduced and that, so far as each of them is aware and is able to ascertain from information published by [ specify source ], no facts have been omitted which would render the reproduced information inaccurate or misleading].
Signed on behalf of [ Issuer ]: Signed on behalf of [ Guarantor ]:
By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Duly authorised Duly authorised
Signed on behalf of [ Guarantor ]:
By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Duly authorised
37

PART B – OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i) Listing and admission to trading: [Not Applicable] / [Application [has been/is expected to be] made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London Stock Exchange’s regulated market/ specify other ] [and listed on the Official
List of the UK Listing Authority/ specify other ] with effect from [ k ].]
[ ] (ii) Estimate of total expenses related to admission to trading:
2.
RATINGS
Ratings: [Applicable/Not Applicable] (if not applicable, delete the remaining paragraph)
The Notes to be issued have been rated:
[S & P:
[Moody’s:
[[ Other ]:
[
[
[
]]
]]
]]
( The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.
)
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. — Amend as appropriate if there are other interests ]
(When adding any other description, consideration should be given as to whether such matters described constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under
Article 16 of the Prospectus Directive.)
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
[(i) Reasons for the offer:
[(ii)] Estimated net proceeds:
[(iii)] Estimated total expenses:
[
[ ]
[ ]
]
(NB: delete unless the Notes are derivative securities to which Annex XII of the Prospective
Directive Regulation applies, in which case (i) above is required where the reasons for the offer are different from making profit and/or hedging certain risks and, where such reasons are inserted in (i), disclosure of net proceeds and total expenses at (ii) and (iii) above are also required.)
5.
YIELD ( Fixed Rate Notes only )
Indication of yield: [ ]
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
6.
PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND
ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only)
[Need to include details of where past and future performance and volatility of the index/formula can be obtained.]
[Where the underlying is an index need to include the name of the index and a description if composed by the
Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained.]
[Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the Prospectus
Directive Regulation.]
38

(When completing the above paragraphs, consideration should be given as to whether such matters described constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under
Article 16 of the Prospectus Directive.)
The Issuer [intends to provide post-issuance information [ specify what information will be reported and where it can be obtained ]] [does not intend to provide post-issuance information].
(N.B. This paragraph 6 only applies if the Notes are derivative securities to which Annex XII of the Prospectus
Directive Regulation applies.)
7.
PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVEST-
MENT (Dual Currency Notes only)
[Need to include details of where past and future performance and volatility of the relevant rates can be obtained.]
(When completing this paragraph, consideration should be given as to whether such matters described constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)
(N.B. This paragraph 7 only applies if the Notes are derivative securities to which Annex XII of the Prospectus
Directive Regulation applies.)
8.
OPERATIONAL INFORMATION
(i) Intended to be held in a manner which would allow Eurosystem eligibility:
[Yes][No]
[Note that the designation “yes” simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the
Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.] [include this text if “yes” selected in which case the Notes must be issued in
NGN form.]
[ ]
[ ]
[Not Applicable/ give name(s) and number(s) ]
(ii) ISIN Code:
(iii) Common Code:
(iv) Any clearing system(s) other than Euroclear Bank S.A./N.V.
and Clearstream Banking, société anonyme and the relevant identification number(s):
(v) Delivery:
(vi) Names and addresses of additional Paying Agent(s) (if any):
[
Delivery [against/free of] payment
]
39

TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note
(as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions.
The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to
“Form of the Notes” for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the relevant Notes.
This Note is one of a Series (as defined below) of Notes issued by Cadbury Schweppes Finance p.l.c. (“CSF”) or
Cadbury Schweppes Investments plc (“CSI” and, together with CSF in its capacity as Issuer, the “Issuers” and each an
“Issuer”) constituted by a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the “Trust Deed”) dated 26th May, 1999 made between Cadbury Holdings Limited (“Cadbury Holdings”), CSF,
CSI and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor as trustee).
References herein to the “Notes” shall be references to the Notes of this Series and shall mean:
(i) in relation to any Notes represented by a global Note (a “Global Note”), units of each Specified Denomination in the Specified Currency;
(ii) any Global Note; and
(iii) any definitive Notes issued in exchange for a Global Note.
References herein to the “relevant Issuer” shall be to the Issuer of the Notes named as such in the applicable Final
Terms (as defined below).
Pursuant to the Trust Deed the payment of all amounts payable in respect of Notes, Receipts (as defined below) and
Coupons (as defined below) issued by CSF will be unconditionally and irrevocably guaranteed by Cadbury Holdings and CSI and the payment of all amounts payable in respect of Notes, Receipts and Coupons issued by CSI will be unconditionally and irrevocably guaranteed by Cadbury Holdings and CSF. With respect to any Note, references to the
“relevant Obligor(s)” are to the relevant Issuer and the guarantors, if any, of such Note.
The Notes, the Receipts and the Coupons have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the “Agency Agreement”) dated 24 June, 2008, and made between Cadbury Holdings, CSF, CSI, The Bank of New York as issuing and principal paying agent and agent bank (the “Agent”, which expression shall include any successor agent), the other paying agents named therein
(together with the Agent, the “Paying Agents”, which expression shall include any additional or successor paying agents) and the Trustee.
Interest bearing definitive Notes (unless otherwise indicated in the applicable Final Terms) have interest coupons
(“Coupons”) and, if indicated in the applicable Final Terms, talons for further Coupons (“Talons”) attached on issue.
Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (“Receipts”) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts,
Coupons or Talons attached on issue.
The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplements these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References to the “applicable Final Terms” are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.
The Trustee acts for the benefit of the holders for the time being of the Notes (the “Noteholders”, which expression shall, in relation to any Notes represented by a Global Note, be construed as provided below), the holders of the
Receipts (the “Receiptholders”) and the holders of the Coupons (the “Couponholders”, which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.
As used herein, “Tranche” means Notes which are identical in all respects (including as to listing) and “Series” means a
Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated
40

and form a single series and (ii) identical in all respects (including as to listing) except for their respective Issue Dates,
Interest Commencement Dates and/or Issue Prices.
Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the date hereof at Fifth Floor, 100 Wood Street, London
EC2V 7EX) and at the specified office of each of the Paying Agents. Copies of the applicable Final Terms are available for viewing at the registered office of each of the Issuers at Cadbury House, Sanderson Road, Uxbridge, Middlesex
UB8 1DH and copies may be obtained from the specified office of the Agent at The Bank of New York, 40th Floor, One
Canada Square, London E14 5AL, save that, if this Note is neither admitted to trading on a regulated market in the
European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be available for inspection by a Noteholder holding one or more unlisted Notes of that Series and such Noteholder must produce evidence satisfactory to the Trustee or, as the case may be, the relevant Paying Agent as to its holding of such Notes and identity.
The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms which are applicable to them. The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.
Words and expressions defined in the Trust Deed or the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Agency Agreement or the Trust Deed and the applicable Final Terms, the applicable Final Terms will prevail.
1.
Form, Denomination and Title
The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the
Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another
Specified Denomination.
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual
Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.
This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly
Paid Note or a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in the applicable Final Terms.
Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to
Coupons, Talons and Couponholders in these Terms and Conditions are not applicable.
Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. Each relevant Obligor, any
Paying Agent and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of
Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg including any form of statement or print out of electronic records provided by the relevant clearing system in accordance with its usual procedures and in which the holder of a particular nominal amount of the Notes is clearly identified together with the amount of such holding or any other letter of confirmation form of recent information and/or certification made by either of them shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by each relevant Obligor, the
Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by each relevant Obligor, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly.
Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures of
Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream,
41

Luxembourg shall, whenever the context so permits, except in relation to Notes in NGN form, be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system authorised to maintain accounts therein, specified in the applicable Final Terms and/or approved by the relevant Issuer, the Agent and the Trustee.
2.
Status of the Notes
The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of the relevant Issuer and (subject as aforesaid) rank pari passu without any preference among themselves and equally with all other outstanding unsecured and unsubordinated obligations of the relevant Issuer (save for certain obligations required to be preferred by law).
3.
The Guarantee
The payment of principal and interest in respect of all Notes, Receipts and Coupons issued by CSF and all other moneys payable by CSF under or pursuant to the Trust Deed has been unconditionally and irrevocably guaranteed by
Cadbury Holdings and CSI in the Trust Deed and the payment of principal and interest in respect of all Notes, Receipts and Coupons issued by CSI and all other moneys payable by CSI under or pursuant to the Trust Deed has been unconditionally and irrevocably guaranteed by Cadbury Holdings and CSF in the Trust Deed (together, the “Guarantees”). The obligations of Cadbury Holdings and CSI (if the relevant Issuer is CSF) or Cadbury Holdings and CSF (if the relevant Issuer is CSI) under the Guarantees are direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of such company and subject as aforesaid rank equally with all other unsecured and unsubordinated obligations of each such company (save for certain obligations required to be preferred by law).
4.
Negative Pledge
So long as any of the Notes remains outstanding (as defined in the Trust Deed), no relevant Obligor will (except as otherwise required by law or a court of competent jurisdiction) create or permit to subsist any Security upon, or with respect to, any of its present or future assets or revenues to secure any existing or future Relevant Indebtedness of any person (or to secure any guarantee given by any relevant Obligor of any Relevant Indebtedness of any person), unless such Obligor shall, simultaneously with, or prior to, the creation of such Security, take any and all action necessary to procure that all amounts payable by any relevant Obligor under the Notes, the Coupons and the Trust Deed are secured equally and rateably therewith by such Security in the same manner or in a manner satisfactory to the Trustee or that such other Security is provided as the Trustee shall, in its absolute discretion, deem not materially less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.
The foregoing shall not apply to:
(i) any Security created by any relevant Obligor after the date of issue of the Notes in substitution for any Security created by a company which becomes a Subsidiary (as defined in the Trust Deed) of such Obligor after the date of issue of the Notes (if such last-mentioned Security shall have been created prior to the date of, and not in contemplation of, such company becoming a Subsidiary of such Obligor) the value of which does not materially exceed the then current value of the Security for which it is being substituted;
(ii) any Security created by any relevant Obligor (whether prior to, simultaneously with or following the issue of the
Relevant Indebtedness) upon an amount of assets with a value not exceeding the amount of the proceeds or the anticipated proceeds of, or upon the proceeds (or any part or parts of the proceeds) of, or upon any assets, returns, revenues or other benefits acquired or to be acquired with, or relating to, the proceeds (or any part or parts of the proceeds) of, any such Relevant Indebtedness; and
(iii) any Security relating to any loan or other indebtedness which does not wholly come within the definition of
Relevant Indebtedness set out below.
“Relevant Indebtedness” means any loan or other indebtedness which:
(a) has an initial maturity of over 12 months;
(b) is in the form of, or represented by, any bonds, notes, loan stock or other securities issued otherwise than to constitute or represent advances made by banks and/or other lending institutions;
(c) is denominated or payable (whether compulsorily or at the option of the holder) in any currency other than the currency of the country in which the issuer has its principal place of business or is denominated in the currency of the country in which the issuer has its principal place of business but is initially placed or offered for subscription
42

or sale by or on behalf of, or by agreement with, the issuer as to more than 50 per cent. to persons resident outside such country and where any bonds, notes or other securities are agreed to be issued to any person
(wherever resident) with a view to their being offered as to more than 50 per cent. to persons resident outside any country of the currency in which they are denominated or payable, they shall be deemed to have been so offered by or on behalf of the issuer; and
(d) at the time of its initial distribution is, or is intended by the issuer to become, quoted or listed on any stock exchange, over-the-counter market or other securities market, and, subject always as provided above, “Security” means any mortgage, pledge or charge (other than arising by operation of law) upon the whole or any part of the undertaking or assets, present or future (including any uncalled capital), of the grantor.
5.
Interest
(a) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to
(and including) the Maturity Date.
If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable
Final Terms, amount to the Broken Amount so specified.
As used in these Terms and Conditions, “Fixed Interest Period” means the period from (and including) an Interest
Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.
Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:
(A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
“Day Count Fraction” means in respect of the calculation of an amount of interest in accordance with this Condition
5(a):
(i) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:
(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent
Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) is equal to or shorter than the Determination Period during which the
Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or
(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the
Accrual Period ends, the sum of:
(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual
Period begins divided by the product of (x) the number of days in such Determination Period and
(y) the number of Determination Dates that would occur in one calendar year; and
(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination
Dates that would occur in one calendar year; and
43

(ii) if “30/360” is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.
In these Terms and Conditions:
“ Determination Period ” means the period from (and including) a Determination Date to (but excluding) the next
Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first
Determination Date falling after, such date); and
“ sub-unit ” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.
(b) Interest on Floating Rate Notes and Index Linked Interest Notes
(i) Interest Payment Dates
Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:
(A) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
(B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an “Interest Payment Date”) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding
Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).
If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:
(1) in any case where Specified Periods are specified in accordance with Condition 5(b)(i)(B) above, the Floating
Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business
Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of
(y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
(3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest
Payment Date shall be brought forward to the immediately preceding Business Day; or
(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
In this Condition, “Business Day” means a day which is both:
(A) a day on which commercial banks and foreign exchange markets settle payments in London and any Additional
Business Centre specified in the applicable Final Terms; and
(B) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre and which, if the Specified
Currency is New Zealand dollars, shall be Auckland) or (2) in relation to any sum payable in euro, a day on which the TARGET 2 System is open. In these Terms and Conditions, “TARGET 2 system” means the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET 2) System.
44

(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in the applicable Final Terms.
(A) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), “ISDA
Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent under an interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions as published by the International Swaps and
Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes
(the “ISDA Definitions”) and under which:
(1) the Floating Rate Option is as specified in the applicable Final Terms;
(2) the Designated Maturity is a period specified in the applicable Final Terms; and
(3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (“LIBOR”) or on the Euro-zone interbank offered rate (“EURIBOR”), the first day of that Interest
Period or (ii) in any other case, as specified in the applicable Final Terms.
For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”,
“Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions.
(B) Screen Rate Determination for Floating Rate Notes
Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of
Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:
(1) the offered quotation; or
(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable
Final Terms) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.
The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant
Screen Page is not available or if, in the case of (1) above, no such offered quotation appears or, in the case of
(2) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph.
If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.
(iii) Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the
Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of
Interest.
If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the
Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum
Rate of Interest.
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(iv) Determination of Rate of Interest and Calculation of Interest Amounts
The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of
Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the
Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.
The Agent will calculate the amount of interest (the “Interest Amount”) payable on the Floating Rate Notes or Index
Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to:
(A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid
Notes, the aggregate amount paid up); or
(B) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index
Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
“Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance with this Condition
5(b):
(A) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
(B) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
(C) if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number of days in the Interest
Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
(D) if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
(E) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number of days in the Interest
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
[360 x (Y
2
- Y
1
)] + [30 x (M
2
- M
1
)] + (D
2
- D
1
)
360 where:
“Y
1
” is the year, expressed as a number, in which the first day of the Interest Period falls;
“Y
2
” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“M
1
” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“M
2
” is the calendar month, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
“D
1
” is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D
1 will be 30; and
“D
2
” is the calendar day, expressed as a number, immediately following the last day included in the Interest
Period, unless such number would be 31 and D
1 is greater than 29, in which case D
2 will be 30;
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(F) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days in the Interest
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
[360 x (Y
2
- Y
1
)] + [30 x (M
2
- M
1
)] + (D
2
- D
1
)
360 where:
“Y
1
” is the year, expressed as a number, in which the first day of the Interest Period falls;
“Y
2
” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“M
1
” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“M
2
” is the calendar month, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
“D
1
” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D
1 will be 30; and
“D
2
” is the calendar day, expressed as a number, immediately following the last day included in the Interest
Period, unless such number would be 31, in which case D
2 will be 30; and
(G) if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest Period divided by
360, calculated on a formula basis as follows:
Day Count Fraction =
[360 x (Y
2
- Y
1
] + [30 x (M
2
- M
1
)] + (D
2
- D
1
)
360 where:
“Y
1
” is the year, expressed as a number, in which the first day of the Interest Period falls;
“Y
2
” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“M
1
” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“M
2
” is the calendar month, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
“D
1
” is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of
February or (ii) such number would be 31, in which case D
1 will be 30; and
“D
2
” is the calendar day, expressed as a number, immediately following the last day included in the Interest
Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D
2 will be 30.
(v) Notification of Rate of Interest and Interest Amounts
The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest
Payment Date to be notified to the relevant Issuer and any stock exchange or other relevant authority on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed or by which they have been admitted to listing and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest
Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange or other relevant authority on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed or by which they have been admitted to listing and to the
Noteholders in accordance with Condition 14. For the purposes of this paragraph, the expression “London Business
Day” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.
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(vi) Determination or Calculation by Trustee
If for any reason at any relevant time the Agent or, as the case may be, the Calculation Agent defaults in its obligation to determine the Rate of Interest or the Agent defaults in its obligation to calculate any Interest Amount in accordance with sub-paragraph (ii)(A) or (B) above or as otherwise specified in the applicable Final Terms, as the case may be, and in each case in accordance with paragraph (iv) above, the Trustee shall determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition, but subject always to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Final Terms), it shall deem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the Interest
Amount(s) in such manner as it shall deem fair and reasonable in all the circumstances and each such determination or calculation shall be deemed to have been made by the Agent or the Calculation Agent, as applicable.
(vii) Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5(b), whether by the Agent or, if applicable, the
Calculation Agent or the Trustee, shall (in the absence of wilful default, bad faith or manifest error) be binding on each relevant Obligor, the Agent, the Calculation Agent (if applicable), the other Paying Agents and all Noteholders,
Receiptholders and Couponholders and (in the absence as aforesaid) no liability to each relevant Obligor, the
Noteholders, the Receiptholders or the Couponholders shall attach to the Agent or, if applicable, the Calculation Agent or the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.
(c) Interest on Dual Currency Notes
The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Final Terms.
(d) Interest on Partly Paid Notes
In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Final Terms.
(e) Accrual of interest
Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest
(if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue as provided in the Trust Deed.
6.
Payments
(a) Method of payment
Subject as provided below:
(i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant
Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified
Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is New Zealand dollars, shall be Auckland); and
(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.
Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.
(b) Presentation of definitive Notes, Receipts and Coupons
Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)).
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Payments of instalments of principal (if any) in respect of definitive Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the relevant Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.
Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under
Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured
Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A “Long Maturity Note” is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.
If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest
Commencement Date shall be payable only against surrender of the relevant definitive Note.
(c) Payments in respect of Global Notes
Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note by the Paying Agent to which it is presented and such record shall be prima facie evidence that the payment in question has been made.
(d) General provisions applicable to payments
The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and each relevant Obligor will be discharged by payment to, or to the order of, the holder of such
Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream,
Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by each relevant Obligor to, or to the order of, the holder of such Global Note.
Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/ or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:
(i) the relevant Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified
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offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of each relevant Obligor, adverse tax consequences to any such Obligor (including, for the avoidance of doubt, any withholding or deduction for or on account of U.S. tax in respect of such payment).
(e) Payment Day
If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, “Payment Day” means any day which (subject to Condition 9) is:
(i) a day on which commercial banks and foreign exchange markets settle payments in:
(A) the relevant place of presentation;
(B) London;
(C) any Additional Financial Centre specified in the applicable Final Terms; and
(ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centre and which, if the Specified Currency is New Zealand dollars, shall be Auckland) or (2) in relation to any sum payable in euro, a day on which the TARGET 2 System is open.
(f) Interpretation of principal and interest
Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:
(i) any additional amounts which may be payable with respect to principal under Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the Notes;
(v) in relation to Notes redeemable in instalments, the Instalment Amounts;
(vi) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7(e)); and
(vii) any premium and any other amounts (other than interest) which may be payable by the relevant Issuer under or in respect of the Notes.
Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.
7.
Redemption and Purchase
(a) Redemption at maturity
Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked
Redemption Note and Dual Currency Redemption Note) will be redeemed by the relevant Issuer at its Final
Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant
Specified Currency on the Maturity Date.
(b) Redemption for tax reasons
The Notes may be redeemed at the option of the relevant Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note) or on any Interest Payment Date (if this Note is either a
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Floating Rate Note or an Index Linked Interest Note), on giving not less than 30 nor more than 60 days’ notice to the
Trustee and the Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if:
(i) on the occasion of the next payment due under the Notes, the relevant Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 or any other Obligor in respect of such Note would be unable for reasons outside its control to procure payment by the relevant Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to or interpretation of, the laws, published practice or regulations of a Tax Jurisdiction (as defined in Condition 8), or any change in the application or interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and
(ii) such obligation cannot be avoided by any relevant Obligor taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which any relevant Obligor would be obliged to pay such additional amounts were a payment in respect of the Notes then due.
Prior to the publication of any notice of redemption pursuant to this Condition, the relevant Issuer shall deliver to the
Trustee a certificate signed by two Directors of the relevant Issuer stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the relevant
Issuer so to redeem have occurred, and an opinion in a form satisfactory to the Trustee of independent legal advisers of recognised standing to the effect that any relevant Obligor has or will become obliged to pay such additional amounts as a result of such change or amendment.
A relevant Obligor which is not the relevant Issuer in any case shall be entitled to require the relevant Issuer to exercise the Issuer’s rights under this Condition 7(b).
Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount referred to in paragraph ( e ) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.
(c) Redemption at the option of the relevant Issuer (Issuer Call)
If Issuer Call is specified in the applicable Final Terms, the relevant Issuer may, having given:
(i) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 14; and
(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee and the Agent;
(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the
Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount or not more than a Higher Redemption Amount in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed (“Redeemed
Notes”) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the “Selection Date”). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to the date fixed for redemption. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be given by the relevant Issuer to the Noteholders in accordance with Condition 14 at least five days prior to the Selection Date.
(d) Redemption at the option of the Noteholders (Investor Put)
If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the relevant Issuer in accordance with Condition 14 not less than 15 nor more than 30 days’ notice the relevant Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole
(but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor
Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms.
To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time
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during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a “Put
Notice”) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by, this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream,
Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and
Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream,
Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the
Agent for notation accordingly.
(e) Early Redemption Amounts
For the purpose of paragraph ( b ) above and Condition 10, each Note will be redeemed at its Early Redemption Amount calculated as follows:
(i) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;
(ii) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a
Specified Currency other than that in which the Notes are denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or
(iii) in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) calculated in accordance with the following formula:
Early Redemption Amount = RP 6 (1 + AY) y where:
“RP” means the Reference Price;
“AY” means the Accrual Yield expressed as a decimal; and
“y” is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360, or on such other calculation basis as may be specified in the applicable Final Terms.
(f) Instalments
Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to paragraph ( e ) above.
(g) Partly Paid Notes
Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Final Terms.
(h) Purchases
Cadbury plc, Cadbury Holdings or any Subsidiary of Cadbury Holdings may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of any relevant Obligor or relevant Subsidiary of Cadbury Holdings, surrendered to any Paying Agent for cancellation.
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(i) Cancellation
All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and Notes purchased and cancelled pursuant to paragraph ( h ) above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.
(j) Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph ( a ), ( b ), ( c ) or ( d ) above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph ( e )(iii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:
(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
(ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 14.
8.
Taxation
All payments of principal and interest in respect of the Notes, Receipts and Coupons by each relevant Obligor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, each relevant Obligor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes,
Receipts or Coupons, as the case may be, in the absence of such requirement to make such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon presented for payment:
(i) by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or
(ii) by or on behalf of a holder who would have been able to avoid such withholding or deduction (i) by presenting any form or certificate or (ii) by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or
(iii) more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6(e)); or
(iv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, European Union
Directive 2003/48/EC or any other directive on the taxation of savings income implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000; or
(v) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting such
Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union.
As used herein:
(A) “Tax Jurisdiction” means the United Kingdom or any political subdivision or any authority thereof or therein having power to tax; and
(B) the “Relevant Date” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent or the Trustee on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14.
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Any reference in these Conditions to principal or interest shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertakings given in addition thereto or in substitution thereof pursuant to the Trust Deed.
9.
Prescription
The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8) therefor.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 6(b) or any Talon which would be void pursuant to Condition 6(b).
10.
Events of Default
If any of the following events (each an “Event of Default”) occurs the Trustee at its discretion may, and if so requested in writing by holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an
Extraordinary Resolution of the Noteholders shall (subject to being indemnified to its satisfaction), give notice to each relevant Obligor that the Notes are, and they shall thereupon immediately become, due and repayable at their Early
Redemption Amount (as described in Condition 7(e)) together with accrued interest as provided in the Trust Deed:
(i) there is failure by any relevant Obligor to pay any principal or interest payable on any of the Notes within 15 days of its due date; or
(ii) any relevant Obligor defaults in the performance or observance of any of its other obligations set out in the Notes or the Trust Deed which default is in the opinion of the Trustee incapable of remedy or, if in the opinion of the
Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days (or such longer period as the Trustee may permit) after notice of such default shall have been given to each relevant Obligor by the Trustee requiring the same to be remedied; or
(iii) any holder or trustee for the holders of any Capital Markets Indebtedness of any relevant Obligor amounting in aggregate to not less than £25,000,000 or its equivalent in any other currency shall demand premature repayment thereof following a default or enforces any security therefor or any relevant Obligor defaults (after whichever is the longer of any originally applicable grace period and 30 days after the due date) in the repayment of any such Capital Markets Indebtedness at the maturity thereof or any guarantee or indemnity given by any relevant Obligor in respect of any Capital Markets Indebtedness of any third party amounting in aggregate to not less than £25,000,000 or its equivalent in any other currency shall not be honoured (after whichever is the longer of any originally applicable grace period and 30 days after the due date) when due and called upon, unless, in any of the above cases, in the opinion of the Trustee, the Obligor is contesting in good faith and by appropriate proceedings that such amounts are due; or
(iv) any relevant Obligor becomes insolvent or is unable to pay its debts within the meaning of section 123(1)(e) or section 123(2) of the Insolvency Act 1986 of the United Kingdom or applies for or consents to or suffers the appointment of an administrator, liquidator or administrative or other receiver of the whole or any material part of its undertaking, property, assets or revenues or takes any proceedings under any law for a readjustment or deferment of its obligations or any part of them or makes or enters into a general assignment or an arrangement or composition with or for the benefit of its creditors (otherwise than, with the prior consent of the Trustee, for the purposes of consolidation, amalgamation, merger or reconstruction or any other process the result of which will be that all or part of such Obligor’s assets and undertaking will be transferred to another solvent entity); or
(v) an order is made or an effective resolution passed for winding-up of any relevant Obligor (otherwise than, with the prior consent of the Trustee, for the purposes of consolidation, amalgamation, merger or reconstruction or any other process the result of which will be that all or part of such Obligor’s assets and undertaking will be transferred to another solvent entity); or
(vi) for any reason the applicable Guarantee ceases, or is claimed by the guarantor not, to be in full force and effect; or
(vii) Cadbury Holdings ceases or threatens to cease to carry on the whole or substantially the whole of its business save for the purposes of reconstruction, union, transfer, merger or amalgamation which is effected with the prior written consent of the Trustee or which is approved by an Extraordinary Resolution of the Noteholders, provided that, in the case of each of paragraphs (ii), (iii), (iv) and (vii) above, the Trustee shall have certified that, in its opinion, such event is materially prejudicial to the interests of the Noteholders.
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“Capital Markets Indebtedness” means any loan or other indebtedness of any person which is in the form of or represented by any bonds, notes, depositary receipts or other securities for the time being quoted or listed, with the agreement of the issuer, on any stock exchange, over-the-counter market or securities exchanges.
11.
Replacement of Notes, Receipts, Coupons and Talons
Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the relevant Issuer may reasonably require.
Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.
12.
Paying Agents
The names of the initial Paying Agents and their initial specified offices are set out below.
The relevant Issuer and (as the case may be) any other relevant Obligors are entitled (with the prior written consent of the Trustee) to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that:
(i) there will at all times be an Agent;
(ii) so long as the Notes are listed on any stock exchange, or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority;
(iii) there will at all times be a Paying Agent with a specified office outside the United Kingdom;
(iv) if the Trustee requests, there will be appointed by the relevant Issuer, a Paying Agent outside the European
Union; and
(v) for so long as any law implementing or complying with, or introduced in order to conform to, European Union
Directive 2003/48/EC or any other directive on the taxation of savings income implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 is in force, the relevant Issuer and (as the case may be) each other relevant Obligor will ensure that it maintains a Paying Agent in a Member State of the European
Union in which there is no obligation to withhold or deduct tax pursuant to any such law or directive (if there is such a Member State).
In addition, the relevant Issuer and (as the case may be) any other relevant Obligor(s) shall forthwith appoint a Paying
Agent having a specified office in New York City in the circumstances described in Condition 6(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the
Noteholders in accordance with Condition 14.
In acting under the Agency Agreement, the Paying Agents act solely as agents of the relevant Issuer and (as the case may be) any other relevant Obligors and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The
Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.
13.
Exchange of Talons
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon
(if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying
Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to
(and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further
Talon, subject to the provisions of Condition 9.
14.
Notices
All notices regarding the Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that such publication will be made in the Financial Times in
London. The relevant Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the
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first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee may approve.
Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or other relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by that stock exchange or other relevant authority. Any such notice shall be deemed to have been given to the holders of the
Notes on the seventh day after the day on which the said notice was given to Euroclear and/or Clearstream,
Luxembourg.
Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any
Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes is represented by a
Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream,
Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.
15.
Meetings of Noteholders, Modification and Waiver
The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Terms and
Conditions, the Notes, the Receipts, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the relevant Issuer or the Trustee and shall be convened by the relevant Issuer at the request of
Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of these
Terms and Conditions, the Notes, the Receipts, the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or the
Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. An Extraordinary
Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders.
The Trustee may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to:
(i) any modification (except as mentioned above) of any of these Terms and Conditions, the Notes, the Receipts, the
Coupons or the Trust Deed which is not in the opinion of the Trustee materially prejudicial to the interests of the
Noteholders; or
(ii) any modification of any of these Terms and Conditions, the Notes, the Receipts, the Coupons or the Trust Deed which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law.
The Trustee may also agree, without the consent of the Noteholders, Receiptholders or Couponholders, to the waiver or authorisation of any breach or proposed breach of any of these Terms and Conditions or any of the provisions of the
Trust Deed or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default
(as defined in the Trust Deed) shall not be treated as such, which in any such case is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders.
In connection with the exercise by it of any of its trusts, powers, authorities or discretions (including, but without limitation, any modification, waiver, authorisation, determination or substitution under Condition 18), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders (whatever their number) and, in particular, but without limitation, shall not have regard to the consequences of such exercise for individual Noteholders,
Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the
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relevant Issuer and (as the case may be) any other relevant Obligor or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders, Receiptholders or
Couponholders except, in the case of the relevant Issuer and (as the case may be) any other relevant Obligor, to the extent provided for in Condition 8 and/or any undertaking given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.
Any such modification, waiver, authorisation, determination or substitution under Condition 18 shall be binding on the
Noteholders, the Receiptholders and the Couponholders and, unless the Trustee otherwise agrees, any such modification or substitution shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.
16.
Indemnification of the Trustee and its contracting with any relevant Obligor
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified to its satisfaction.
The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia , (i) to enter into business transactions with Cadbury plc, any relevant Obligor and/or any of Cadbury Holdings’ other Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, Cadbury plc, any relevant Obligor and/or any of Cadbury Holdings’ other Subsidiaries, (ii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders, and (iii) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.
17.
Further Issues
The relevant Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.
18.
Substitution
The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, agree with Cadbury
Holdings to the substitution in place of Cadbury Holdings in its capacity as Guarantor (or of any previous substitute under this Condition) of (i) a Successor in Business (as defined in the Trust Deed) to Cadbury Holdings or (ii) a Holding
Company (as defined in the Trust Deed) of Cadbury Holdings or (iii) a Subsidiary of Cadbury Holdings which is acceptable to the Trustee, in each case subject to the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced thereby and certain other conditions set out in the Trust Deed being complied with.
The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, agree with CSF, CSI and
Cadbury Holdings to the substitution in place of CSF or CSI (or of any previous substitute under this Condition) of
(i) another Subsidiary of Cadbury Holdings, (ii) any relevant Obligor or its Successor in Business (in which case the
Guarantee of such Obligor shall cease and determine), (iii) a Subsidiary of a Holding Company of Cadbury Holdings or its Successor in Business or (iv) a Holding Company of Cadbury Holdings or its Successor in Business (in each of which cases (iii) and (iv) the Guarantee of Cadbury Holdings shall cease and determine if the Trustee is satisfied that the interests of the Noteholders will not be materially prejudiced if they become holders of Notes of such Subsidiary or
Holding Company without the benefit of the Guarantee of Cadbury Holdings rather than if they were to remain holders of Notes of CSF or, as the case may be, CSI with the benefit of the Guarantee of Cadbury Holdings), in each case subject to the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced thereby and certain other conditions set out in the Trust Deed being complied with.
19.
Governing Law
The Trust Deed (including the Guarantee), the Notes, the Receipts and the Coupons are governed by, and shall be construed in accordance with, English law.
20.
Enforcement and Rights of Third Parties
At any time after the Notes shall have become immediately due and repayable the Trustee may, at its discretion and without further notice, take such proceedings against any relevant Obligor as it may think fit to enforce repayment thereof together with accrued interest (if any) and any other moneys payable pursuant to the provisions of the
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Trust Deed, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution of the Noteholders or so requested in writing by the holders of at least onequarter in nominal amount of the Notes then outstanding, and (ii) it shall have been indemnified to its satisfaction.
No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against any Obligor unless the
Trustee, having become bound so to proceed, fails so to do within a reasonable period and such failure is continuing.
No rights are conferred on any person under the Contracts (Rights of Third parties) Act 1999 to enforce any term of this
Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
For more information see “Contracts (Rights of Third Parties) Act 1999” under “General Information” on page 82 of this
Prospectus.
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USE OF PROCEEDS
The net proceeds from each issue of Notes will be applied by the relevant Issuer for its general working capital and corporate purposes, which include making a profit. If, in respect of any particular issue, there is to be a particular identified use of proceeds, this will be stated in the applicable Final Terms.
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BUSINESS DESCRIPTION OF THE ISSUERS AND GUARANTORS
History and Development of the Issuers/Guarantors
Cadbury Schweppes plc (“Cadbury Schweppes”) was incorporated in England as a limited company on 6th May, 1897 with registered number 52457, under the name of Schweppes Limited. On 28th March, 1969 it changed its name to
Cadbury Schweppes Limited and on 27th November, 1981, it was re-registered as Cadbury Schweppes plc. On 2nd May,
2008, following the scheme of arrangement effected on that date, Cadbury Schweppes’ controlling and ultimate parent undertaking became Cadbury plc (Cadbury plc, its subsidiaries and affiliated companies being the “Group”). Cadbury
Schweppes was re-registered as a private limited company on this date, and was renamed Cadbury Holdings Limited on
7th May, 2008. It is domiciled in the United Kingdom and its registered office is at Cadbury House, Sanderson Road,
Uxbridge, Middlesex UB8 1DH (telephone +44 (0)1895 615 000).
The objects of Cadbury Holdings Limited (to be found in Section 4 of the memorandum of association of Cadbury
Holdings Limited, which is incorporated by reference in to, and forms part of, this Prospectus) are to, among other things, carry on business as a general commercial company and to carry on any trade or business whatsoever.
Cadbury Schweppes Finance p.l.c. (“CSF”) was incorporated with limited liability under the laws of England and Wales on 24th February, 1949 with registered number 465012. Its status was changed to a public limited company on 1st April,
1999. It is domiciled in the United Kingdom and its registered office is at Cadbury House, Sanderson Road, Uxbridge,
Middlesex UB8 1DH (telephone +44 (0)1895 615 000).
The objects of CSF (to be found in Section 4 of the memorandum of association of CSF, which is incorporated by reference in to, and forms part of, this Prospectus) are to, among other things, undertake, carry on and execute all kinds of financial, commercial, trading and other operations.
Cadbury Schweppes Investments plc (“CSI”) was incorporated with limited liability under the laws of England and Wales on 19th September, 1973 with registered number 1135043. Its status was changed to a public limited company on
20th May, 2004. It is domiciled in the United Kingdom and its registered office is at Cadbury House, Sanderson Road,
Uxbridge, Middlesex UB8 1DH (telephone +44 (0)1895 615 000).
The objects of CSI (to be found in Section 4 of the memorandum of association of CSI, which is incorporated by reference in to, and forms part of, this Prospectus) are to, among other things, carry on the business of an investment company and to carry on business as a general commercial company and to carry on any trade or business whatsoever.
In the case of each Issuer, since the date of its last published financial statements, it has not made any significant investment and, as at the date of this Prospectus, is not committed to any other significant investments.
Market share information and statements about the Group’s competitive position included in this business description section are sourced from Euromonitor 2006 (and where available 2007), ACNielsen (2007 data), Information
Resources Inc (2007 data) (“IRI”), the Shakai Chosa Retailer Index produced by Intage Co. (2007 data) or Beverages
Digest (2006 data) unless otherwise stated. Statements about competitive position are based on retail sales value unless otherwise stated.
Overview and Key Strengths
The Group’s business comprises worldwide confectionery operations and an Australian beverages business.
The Group is the market leader in the global confectionery market which is an attractive and growing market: k it is large: $141 billion (the fourth largest packaged food market); k it is growing: 5 per cent. compound annual growth rate (“CAGR”) 2001-2006
- developed markets: 3 per cent. CAGR driven by premium and wellness,
- developing markets: 9 per cent. CAGR driven by wealth and population growth; k it is stable and profitable; and k it has a high level of impulse sales and low private label presence.
The Group’s key strengths are: k 10 per cent. share in the global confectionery market; k number one and number two positions in over 20 of the world’s 50 largest confectionery markets;
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k a strong presence in faster growing categories, with gum accounting for around one-third of total revenues; k the most broadly spread emerging markets presence, accounting for around one-third of total revenues; and k strong brands and competitive positions in all three categories of chocolate, gum and candy.
Origins and Portfolio Development
The Group’s origins date back to the founding of Schweppes, a mineral water business, by Jacob Schweppes in 1783, and the opening of a shop which sold cocoa products, by John Cadbury in 1824. The two businesses were merged in
1969 to create Cadbury Schweppes plc.
The company grew through many stages of development in nearly 40 years as a confectionery and beverages business. In 2007, the board took the decision that the confectionery and beverages businesses (excluding the
Australian beverages business) had the appropriate platforms to benefit from being stand-alone businesses, and that they would prosper as independent and separately listed companies.
In May 2008, Cadbury Schweppes demerged the Americas Beverages business, now a listed company on the New
York Stock Exchange under the name Dr Pepper Snapple Group, Inc., from the confectionery business. The Group retained its Australian beverages business, which in 2007 accounted for approximately 8 per cent. of the Group’s revenue.
Over the last 20 years the Group has significantly changed its geographic and product participation within the confectionery markets, mainly through a programme of acquisitions and disposals.
The Group has extended and strengthened its position in certain markets and categories where it believed it could generate faster growth at higher margins, and exited other markets and categories where it felt it had no sustainable competitive advantage and where a disposal created value for its shareowners.
The most significant strategic moves over this period have been: k 1988 acquisition of Chocolat Poulain in France; k 1989 acquisition of Bassett’s and Trebor in the UK and their merger in 1990, the Group’s first major development in sugar confectionery; k 1994 strengthening the Group’s European confectionery position with the acquisition of Bouquet d’Or in France and Dulciora in Spain; k 1995 acquisition of Allan Candy sugar confectionery in Canada and its merger with existing Trebor operations; k 1996 acquisition of Neilson Cadbury in Canada, giving the Group leadership in the world’s eleventh largest confectionery market; k 1997 acquisition of Bim Bim, Egypt’s largest confectionery company, giving the Group market leadership in
Egypt, the Middle East and North Africa; k 1998 acquisition of Poland’s leading chocolate company, Wedel; k 2000 purchase of Kraft Foods’ chewing gum and candy business is in France including the brands Hollywood,
Kiss Cool, Krema and Malabar; k 2002 acquisition of Dandy’s branded chewing gum business in Denmark, with the STIMOROL, V6 and Dirol brands, making the Group number two in European chewing gum; k 2003 purchase of the Adams confectionery business, a gum and medicated sugar confectionery business with strong positions in North, Central and South America; k 2005 acquisition of the 95 per cent. of Green and Black’s business that the Group did not already own; k 2007 acquisition of Intergum, a Turkish gum business, Kandia-Excelent, a leading Romanian confectionery business, and Sansei Foods, a Japanese candy company; and k 2007 completion of the non-core disposal programme with the sale of Monkhill, a sugar confectionery and popcorn business in the UK.
Recent Developments in Cadbury
The acquisition of Adams for US$4.2 billion in 2003 was a significant step-change in the Group’s participation in the global confectionery market, both by category and by geography. Through Adams, the Group nearly doubled its global
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confectionery market share. Today, it has a 10 per cent. share of the global confectionery market, is the global number two company in gum with a 27 per cent. market share and is the number one global candy company with a market share of 7 per cent. (Source: Euromonitor, 2006 data). By geography, Adams significantly increased the Group’s presence in markets in North and South America, Europe and Asia, and resulted in higher growth in emerging markets representing around 30 per cent. of the Group’s revenues.
The Adams integration was completed one year ahead of schedule in 2005, with the business outperforming the acquisition plan.
Following the Adams acquisition, the Group launched its “Fuel for Growth” cost-saving programme. This programme was designed to reduce the Group’s confectionery and beverages direct and indirect cost base by £400 million by 2007
(later reduced to £360 million following the sale of Europe Beverages). A proportion of the cost savings from Fuel for
Growth were reinvested to support growth initiatives, including increased investment in marketing, Science &
Technology, innovation and commercial capabilities. As a result, confectionery innovation more than doubled in that period, with sales from innovative products increasing from 6 per cent. to 13 per cent. of revenue.
Since the Adams acquisition, the Group has also invested in a small number of targeted bolt-on acquisitions in fastergrowing emerging markets and in brands with strong growth potential. The total investment has been approximately
£500 million, with acquisitions including: Green & Black’s, the UK premium chocolate brand; Kent and Intergum, the leading candy and gum businesses respectively in Turkey; Dan Products, the leading gum business in South Africa;
Kandia-Excelent, the second largest confectionery company in Romania and Sansei Foods Co. Ltd, a Japanese functional candy company. At the same time, a number of small, low growth and non-core confectionery and beverages brands and businesses have been sold.
As a result of the investment in growth initiatives, the Group’s confectionery organic revenue growth increased from an average of 2 to 3 per cent. per annum between 1996 and 2002 to an average of 6 per cent. per annum between 2003 and 2007.
Overview of Cadbury
The global confectionery market
The Group operates in the global confectionery market. The market is large, growing and has attractive dynamics. The global confectionery market is the world’s fourth largest packaged food market. It represents 9 per cent. of that market, and has a value at retail of US$141 billion. Chocolate is the largest category, accounting for over half of the global confectionery market by value.
Globally, confectionery is growing at around 5 per cent. per annum, faster than many other packaged food markets.
Developed markets, which accounted for around 67 per cent. of the global market in 2006, grew around 3 per cent. per annum between 2001 and 2006. Premium and wellness products, such as high cocoa solids chocolate and functional and sugar-free candy and gum, are driving growth in these markets. Growth in premium products increased chocolate market growth by around 1 per cent. per annum in the 2001 to 2006 period, while, in wellness, sugar-free gum grew at around 8 per cent. per annum in these markets.
Emerging markets grew at around 10 per cent. per annum between 2001 and 2006, with strong growth across all categories. Per capita consumption of confectionery in emerging markets is significantly below that in developed markets. Growth is being driven by increasing per capita consumption, which is closely correlated with per capita wealth increases, and by population growth.
By participant, the market is relatively fragmented, with the five largest confectionery companies accounting for less than 40 per cent. of the market and the top 10 accounting for less than 55 per cent. There are a large number of companies which participate in the markets on only a local or regional basis.
Gum is the most concentrated category, with the two largest companies accounting for 62 per cent. in 2006. In chocolate, the five largest companies accounted for over half of the market, but in candy (sugar confectionery), the top five accounted for less than a quarter. The confectionery market is primarily branded; there is a low level of private label sales and products are sold through a wide range of outlets.
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Market share in the global confectionery market (US dollar share)
Cadbury plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nestlé . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wrigley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hershey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ferrero . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global
Confectionery
Market
10.1%
8.9%
7.7%
5.5%
5.5%
4.3%
4.2%
Chocolate Gum Candy
7.3%
14.7%
12.5%
—
8.3%
7.8%
6.8%
27.0%
—
7.4%
2.8%
0.1% 2.9%
34.5% 2.2%
1.3% 2.7%
0.1% 0.3%
— 1.5%
Source: Euromonitor
On 28 April, 2008, the Wrigley Company agreed to merge with Mars, Inc. The expected completion period is six to twelve months.
The Cadbury Group in the global confectionery market
The Group’s position as a leader in the global confectionery market by value is underpinned by number one or number two confectionery market positions in over 20 of the world’s 50 largest confectionery markets by retail sales value
(Source: Euromonitor, 2006 data). Markets where the Group has number one or number two market positions accounted for around three-quarters of the Group’s revenue in 2007.
In 2007 Cadbury (pro forma) revenues were approximately £5.1 billion. Of this, chocolate and cocoa-based beverages accounted for 42 per cent., gum 29 per cent., and candy 21 per cent. The Group’s Australian beverages business accounted for the remaining 8 per cent.
The Group has a strong presence in faster-growing categories and markets such as gum and emerging markets.
In 2007, wellness confectionery, including products like sugar-free and fat-free products, and medicated candy grew in the confectionery market as a whole by 8 per cent. per annum from 2002 to 2007, against 5 per cent. growth for other products. The Group’s wellness products, which include dark chocolate and sugar-free gum, account for approximately 30 per cent. of the Group’s revenues.
The Group also has the largest (by value) and most broadly spread emerging markets business of any confectionery group, which in 2007 accounted for approximately one-third of confectionery revenue. From 2004 to 2007, the revenue of the emerging markets businesses grew on average by 12 per cent. per annum on a like-for-like basis.
Many of the Group’s businesses are seasonal, with sales influenced primarily by the weather, or by holidays and religious festivals. For the business as a whole, the second half of the year is typically the half with the greater revenue and profits. The Group competes against multinational, regional and national companies.
The Group’s brands include many global, regional and local favourites. Like the other top five chocolate groups, the
Group’s chocolate share is built on regional strengths, including strong positions in the UK, Ireland, Australia, New
Zealand, South Africa and India. The largest brand in chocolate is Cadbury Dairy Milk ; other key brands are Creme Egg ,
Flake and Green & Black’s .
The Group has a number two position in gum with Trident being the largest brand. This position is built on strong market shares in the Americas, in parts of Europe (including France, Spain and Turkey), and in Japan, Thailand and
South Africa. Other brands include Hollywood , Stimorol , Dentyne , Clorets and Bubbaloo .
In candy, the Group’s largest brand is Halls , which accounts for around one third of candy revenues and other significant regional and local brands include Bassett’s , Maynards , The Natural Confectionery Company and Cadbury Eclairs .
The Group uses a wide variety of raw materials purchased from a broad range of suppliers. Principal inputs are packaging materials (such as paper and plastics), sugar and other sweeteners, cocoa, and dairy products. The Group seeks to minimise the impact of price fluctuations and ensure security of supply by entering into forward purchase agreements and long-term contracts where appropriate.
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Regions
Our Revenues
25%
31%
27%
17%
Underlying Profit From Operations
24%
25%
14%
37%
BIMA Europe Americas Asia Pacific BIMA Europe Americas Asia Pacific
Britain, Ireland, Middle East and Africa (BIMA)
The BIMA region is the Group’s largest, accounting for approximately a third of revenue. The region includes businesses in the United Kingdom, the region’s largest market, and Ireland, Egypt, South Africa and Nigeria. The
Group also operates in Morocco, Lebanon, Ghana and Kenya. The Group sells all three categories — chocolate, gum and candy — in this region.
FY 2007 % of total
2
Revenue
Underlying
1 profit from operations
Underlying operating margin
Profit from operations
Number of manufacturing sites
Main markets
Main brands
£1,579m
£169m
10.7%
31%
25%
£99m
21
19%
UK, Ireland, South Africa, Egypt, Nigeria
Cadbury, Green & Black’s, Trident, Stimorol, Chiclets, Bassett’s, Halls,
Maynards, The Natural Confectionery Company, Tom Tom, Bournvita
Europe
The Europe region comprises businesses in Europe, including Turkey and Russia, but excluding the UK and Ireland.
The Group principally sells candy and gum in the region, with the only significant chocolate businesses in Poland,
Russia and France.
FY 2007 % of total
2
Revenue
Underlying
1 profit from operations
Underlying operating margin
Profit from operations
Number of manufacturing sites
Main markets
Main brands
£879m
£91m
10.4%
£70m
17%
14%
13%
18
France, Poland, Spain, Russia, Turkey, Greece, Scandinavia, Romania
Hollywood, Halls, Wedel, Trident, Dirol, Stimorol, Kent, Poulain, First, Falim
Americas
The Group operates businesses in all the Americas region’s major countries, including the US, Canada, Mexico,
Brazil, Argentina, Venezuela and Colombia. Revenues are broadly equally split between the developed markets of the
US and Canada and the emerging markets of Latin America, principally, Argentina, Brazil, Colombia, Mexico and
Venezuela. The Americas region sells principally gum and candy, except in Canada where the Group has a strong position in chocolate.
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Revenue
Underlying 1 profit from operations
Underlying operating margin
Profit from operations
Number of manufacturing sites
Main markets
Main brands
FY 2007 Percentage of total
2
£1,372m
£248m
18.1%
£205m
8
27%
37%
39%
US, Canada, Mexico, Brazil, Argentina, Colombia, Venezuela
Trident, Halls, Dentyne, Stride, Bubbas, Clorets, Chiclets, Cadbury
Asia Pacific
The Asia Pacific region comprises the Group’s confectionery operations in Australia, New Zealand, India, Japan,
Malaysia, Indonesia, Thailand and China, and an Australian beverages business which accounts for around
30 per cent. of the region’s revenue. The Group has products in all three categories — chocolate, gum and candy — in this region.
Revenue
Underlying
1 profit from operations
Underlying operating margin
Profit from operations
Number of manufacturing sites
Main markets
Main confectionery brands
Main beverage brands
FY 2007 Percentage of total
2
£1,254m
£159m
12.7%
25%
24%
£146m
19 confectionery and 7 beverages
28%
Australia, New Zealand, India, Japan, Thailand, China, Malaysia,
Indonesia, Singapore, Philippines, Korea
Cadbury, Halls, Recaldent, Clorets, Bournvita, The Natural
Confectionery Co.
Schweppes, Solo, Spring Valley, Sunkist
1 Profit from operations before associates, intangibles amortisation, goodwill impairment, restructuring, non trading items, exceptional costs and IAS39 adjustment.
2 Excludes Central.
Group Strategy: the “Vision into Action” plan
The Group’s strategy for the years 2008 to 2011 is embodied in its “Vision into Action” business plan. Under this plan, the governing objective is to deliver superior shareowner returns through achieving the vision of being the biggest and best confectionery group in the world.
The Group aims to achieve this vision through delivering the financial scorecard. The financial scorecard for the 2008 to 2011 period is as follows: k annual organic revenue growth of 4 to 6 per cent.; k total confectionery share gain; k mid-teens trading margin by 2011; k strong dividend growth; k efficient balance sheet; and k growth in return on invested capital.
The Group will focus on the following priorities to deliver its financial scorecard and its vision: k to drive growth through a concentration on “fewer, faster, bigger, better” participation and innovation (bringing to market more quickly a smaller number of larger projects with greater impact), supported by the global category structure introduced in 2006; k to drive cost and efficiency gains to help achieve the margin goal; k to continue to invest in capabilities to support growth and efficiency agendas; k to increase focus on capital allocation decisions to drive growth in return on invested capital; and
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k at the same time, retaining commitments to growing sustainably and to Cadbury’s strong cultural heritage.
Business of CSF and CSI
The principal business of CSF is to undertake finance and treasury activities on behalf of the Group including funding and foreign exchange.
The principal business of CSI is to hold certain investments forming part of the assets of the Group.
66

Selected Financial Information
Unaudited Financial Information
The following unaudited pro forma income statement and pro forma statement of net assets (the “Pro forma financial information”) has been included for illustrative purposes only in order to show Cadbury plc’s continuing confectionery business, results for the year ended and as at 31 December, 2007. Due to its nature, this pro forma financial information addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position or results. The Pro forma financial information has been prepared in accordance with IFRS and has been compiled from the Historical Financial Information, adjusted as described in the notes below.
SECTION A — UNAUDITED PRO FORMA FINANCIAL INFORMATION
Cadbury plc Group — Pro Forma Income Statement + for the year ended 31 December, 2007
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underlying profit from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortisation/Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-trading items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contract termination gain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
IAS 39 Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of result in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit before financing and taxation . . . . . . . . . . . . . . . . . . . . . . . . . .
Historical unadjusted information
Cadbury
Schweppes
Group
(1)
£m
7,971
(4,044)
3,927
(2,877)
1,050
(200)
(42)
(38)
31
(13)
788
8
796
Adjustments Pro forma
Americas
Beverages
(2)
£m
2,878
(1,302)
1,576
(1,023)
553
(35)
(24)
(40)
31
1
486
—
486
Cadbury plc
Group
£m
5,093
(2,742)
2,351
(1,854)
497
(165)
(18)
2
—
(14)
302
8
310
+
For the year ended 31 December, 2007, Cadbury Schweppes plc did not allocate its interest bearing debt between the different businesses within the Group. Historically, Americas Beverages has been part of the Group tax and financing arrangements.
Therefore, the trading financial information above has only been prepared to the profit before financing and taxation level.
Note that the pro forma statement takes no account of trading or other transactions since 31 December, 2007.
(1) This column has been extracted without material adjustment from the audited full year results of the Cadbury Schweppes Group for the financial year ended 31 December, 2007.
(2) This column has been included to remove the trading of Americas Beverages as if the demerger took place on 1 January, 2007.
67

Cadbury plc Group — Pro Forma Statement of Net Assets as at 31 December, 2007
Historical unadjusted information
Cadbury
Schweppes
(1)
Group
£m
Americas
Beverages
(2)
£m
ASSETS
Non-current Assets
Goodwill . . . . . . . . . . . . . . . . . . . . .
Brand intangible assets. . . . . . . . . . .
Other intangible assets (software) . . .
Property, plant & equipment . . . . . . .
Investments in associates . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . .
Retirement benefit asset . . . . . . . . . .
Trade and other receivables . . . . . . .
Other investments . . . . . . . . . . . . . .
2,805
3,378
149
1,904
32
124
223
50
2
8,667
(866)
(2,057)
(21)
(421)
(7)
(52)
—
(44)
(1)
(3,469)
Current Assets
Inventories . . . . . . . . . . . . . . . . . . . .
Short term investments . . . . . . . . . . .
Trade and other receivables . . . . . . .
Amounts due from other CS Group companies . . . . . . . . . . . . . . . . . . . .
Loans due from other CS Group companies . . . . . . . . . . . . . . . . . . . .
Tax recoverable . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . .
Derivative financial instruments . . . . .
821
2
1,197
—
—
41
493
46
2,600
71
11,338
(178)
—
(337)
(9)
(768)
(6)
(34)
—
(1,332)
(1)
(4,802)
Assets held for sale . . . . . . . . . . . . .
TOTAL ASSETS . . . . . . . . . . . . . . .
LIABILITIES
Current Liabilities
Trade and other payables . . . . . . . . .
Amounts due to other CS Group companies . . . . . . . . . . . . . . . . . . . .
Loans due to other CS Group companies . . . . . . . . . . . . . . . . . . . .
Tax payable . . . . . . . . . . . . . . . . . . .
Short-term borrowings and overdrafts . . . . . . . . . . . . . . . . . . . .
Short-term provisions . . . . . . . . . . . .
Obligations under finance leases . . . .
Derivative financial instruments . . . . .
(1,701)
—
—
(197)
(2,562)
(111)
(21)
(22)
(4,614)
370
56
2,558
17
29
16
—
—
3,046
Non-current Liabilities
Trade and other payables . . . . . . . . .
Bank loans . . . . . . . . . . . . . . . . . . .
Retirement benefit obligation . . . . . . .
Tax payable . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . .
Long-term provisions . . . . . . . . . . . .
Obligations under finance leases . . . .
(37)
(1,120)
(143)
(16)
(1,145)
(61)
(11)
(2,533)
4
—
38
6
748
4
9
809
Liabilities associated with assets held for sale . . . . . . . . . . . . . . . . . . . . . .
TOTAL LIABILITIES . . . . . . . . . . . .
NET ASSETS . . . . . . . . . . . . . . . . .
(18)
(7,165)
4,173
—
3,855
(947)
Adjustments
Settlement of
Inter-company
Balances
(3)
£m
—
—
—
9
—
(56)
(2,558)
—
1,837
—
—
—
(777)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
768
—
—
—
777
—
777
—
(777)
—
Costs of
Scheme and
Demerger
(4)
£m
—
—
—
—
10
—
—
(7)
(211)
—
—
—
(208)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(208)
(208)
Proforma
Cadbury plc
(5)
Group
£m
1,939
1,321
128
1,483
25
72
223
6
1
5,198
643
2
860
—
—
35
459
46
2,045
70
7,313
(1,321)
—
—
(187)
(907)
(95)
(21)
(22)
(2,553)
(33)
(1,120)
(105)
(10)
(397)
(57)
(2)
(1,724)
(18)
(4,295)
3,018
(1) This column has been extracted without material adjustment from the audited full year results of the Group for the financial year ended 31 December, 2007.
(2) This column has been included to remove the balance sheet of Americas Beverages as if the demerger took place on 31 December,
2007.
68

(3) This column represents the settlement of inter-company balances between the confectionery group and Americas Beverages, which would previously have been eliminated on consolidation. This is to reflect the fact that balances between the Confectionery Group and Americas Beverages will be settled either prior to or immediately after the demerger. The amounts have been extracted without material adjustment from the consolidation schedules that underlie the consolidated audited financial statements of Cadbury Schweppes plc for FY 2007. Actual value of settlement will depend on values at the time of demerger.
(4) This column represents an estimate of the costs of the scheme and the demerger to be borne by the Group since 31 December,
2007 including anticipated transaction-related costs in connection with the facilities entered into by the DPS Group. Approximately £45 million of costs were incurred in the year ended 31 December, 2007, of which £10 million remained unpaid as at
31 December, 2007.
(5) The actual balance sheet immediately after the demerger will be different from that shown above owing to activity between
31 December, 2007 and the demerger including the impact of certain intra-group reorganizations necessary to effect the demerger. Notably, the Group will have a Net Debt position of approximately £1.65 billion.
Note that the pro forma statement takes no account of trading or other transactions since 31 December, 2007, save as set out in column (4).
69

Audited Financial Information
The following summary financial information is extracted from the audited consolidated Annual Report and Accounts for Cadbury Schweppes for the financial years ended 31st December 2007 and 31st December 2006. A complete copy of each of these documents (including the explanatory notes relevant to the information set out below) is available as specified under the heading “Documents Incorporated by Reference” on page 10.
(A) Selected Financial Information in respect of Cadbury Schweppes Public Limited Company (IFRS basis)
Consolidated Income Statement (IFRS basis)
2007
£m
2006
£m
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,971 7,427
Profit from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
788
Share of result in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
909
(16)
Profit before Financing and Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
796
Investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
893
48
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(181) (203)
Profit before Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(670) 738
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(263) (215)
Profit for the Period from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
407
Profit for the Period from discontinued operations
1
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
523
642
Profit for the Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
407 1,165
2005
£m
6,432
995
28
1,023
42
(230)
835
(135)
700
76
776
2004
£m
6,012
819
22
841
48
(253)
636
(144)
492
55
547
Note:
1. The profit for the period from discontinued operations relates to the beverage businesses in Europe, Syria and South Africa which were sold in 2006. In accordance with IFRS 5, Americas Beverages was reported within continuing operations until completion of the demerger, which was completed in the second quarter of 2008. Consequently, Americas Beverages was included in the continuing operations of the Group in its Financial Statements for the year ended 31st December 2007 and comparative years.
70

Consolidated Balance Sheet
ASSETS
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIABILITIES
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities directly associated with assets classified as held for sale . . . .
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EQUITY
Equity attributable to equity holders of the parent . . . . . . . . . . . . . . . . . .
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31st December
2007
(audited)
£m
31st December
2006
(audited)
£m
8,667
2,600
71
11,338
(4,614)
(2,533)
(18)
(7,165)
4,173
4,162
11
4,173
7,815
2,396
22
10,233
(3,378)
(3,150)
(9)
(6,537)
3,696
3,688
8
3,696
71

(B) Selected Financial Information in respect of Cadbury Schweppes Investments plc and Cadbury
Schweppes Finance p.l.c. (UK GAAP basis)
The selected historical financial information set out below is extracted from the audited financial statements for the financial years ended 31st December 2007 and 31st December 2006 for each of CSI and CSF has been prepared in accordance with UK GAAP prevailing at the date of the relevant financial years.
Cadbury Schweppes Investments plc
Profit on ordinary activities before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax on profit on ordinary activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained Profit for year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Assets and Equity Shareholders funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007
£’000s
7,338
6,553
13,891
47,563
2006
£’000s
13,767
(18)
13,749
33,672
Cadbury Schweppes Finance p.l.c.
Profit on ordinary activities before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax on profit on ordinary activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained Profit for year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Assets and Equity Shareholders funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007
£’000s
60,987
(18,406)
42,581
213,662
2006
£’000s
54,091
(17,986)
36,105
170,639
72

Organisational Structure
CSF and CSI are wholly-owned direct subsidiaries of Cadbury Holdings, and are dependent upon the Group for their business activities. For further information in respect of such dependency, please see “ Risk Factors — Structural
Subordination and Dependencies ” on page 14 of this Prospectus.
Administrative, Management and Supervisory Bodies
The directors of Cadbury Holdings (the “Directors”) and their functions within the company and their principal activities outside the Group are as follows:
Name
J M Sunderland
Function Other directorships/ significant activities
Barclays PLC
H T Stitzer
K G Hanna
R J Stack
Dr W C G Berndt
R M Carr
Non-Executive Chairman (until 21 July
2008)
Chief Executive Officer
Chief Financial Officer
Chief Human Resources Officer
Independent Non-Executive Director
Diageo plc
Inchcape plc
J Sainsbury plc, IMI plc
GfK AG
Lloyds TSB Group plc
Mitchells & Butlers plc
Centrica plc
G R Elliott
E R Marram
Senior Independent Non-Executive
Director and Deputy Chairman (until 21 July
2008 and Chairman from 22 July 2008)
Independent Non-Executive Director (until
21 July 2008 and from 22 July 2008 the
Senior Independent Non-Executive Director)
Independent Non-Executive Director
Rio Tinto plc
Lord Patten
S Ahuja
R G Viault
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
The Barnegat Group
Ford Motor Company
New York Times Company
Eli Lilly
Member of the House of
Lords
Augere, Orange SA
Safeway, Inc.,
Newell Rubbermaid, Inc.,
VF Corporation
The business address of each of the directors is the registered office of Cadbury Holdings.
The directors of CSF and CSI and their functions within the Group are as follows:
Name
D W Blakemore
P Caywood
K G Hanna
J D Marshall
J M Mills
Function
Corporate Finance Director, Cadbury Holdings
Director of Group Financial Control, Cadbury Holdings
Chief Financial Officer, Cadbury Holdings
Director of Taxation, Cadbury Holdings
Director of Group Secretariat, Cadbury Holdings
The business address of each of the directors is the registered office of Cadbury Holdings.
None of the directors have a potential or actual conflict of interest between any duties owed to the Group and his or her private interests or other duties.
The board reviews the independence of all non-executive directors annually and has determined that all such directors
(except Sir John Sunderland) are independent and have no cross-directorships or significant links which could materially interfere with the exercise of their independent judgement.
Board Practices
UK Corporate Governance
In 2007, the Group fully complied with the provisions of the Code of Best Practice set out in Section 1 of the July 2003
FRC Combined Code on Corporate Governance.
73

Audit Committee
The members of the Audit Committee of Cadbury plc are Guy Elliott (Chairman), Wolfgang Berndt, Roger Carr, and
Raymond Viault.
Details relating to the Audit Committee of Cadbury plc are set out on pages 55 and 56 of the Annual Report of Cadbury
Schweppes plc for the financial year ended 31st December, 2007, which is incorporated by reference into this
Prospectus.
Additional information
The share capital of Cadbury Holdings is as follows:
Date of
Prospectus
£
Authorised:
3,200,000,000 ordinary shares of 12.5p each . . . . . . . . . . . . . . . . . . . . . . .
400,000,000
Allotted, called up, and fully paid up: ordinary shares of 12.5p each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,114,066,600
As at
31st December,
2007
£
400,000,000
2,109,108,434
The share capital of CSF is as follows:
Date of
Prospectus
£
As at
31st December,
2007
£
Authorised:
48,000,000 ordinary shares of 25p each . . . . . . . . . . . . . . . . . . . . . . . . . . .
72,752,611,300 irredeemable preference shares of 10p each . . . . . . . . . . . .
Allotted, called up, and fully paid up:
48,000,000 ordinary shares of 25p each . . . . . . . . . . . . . . . . . . . . . . . . . . .
The share capital of CSI is as follows:
12,000,000
727,526,113
12,000,000
12,000,000
727,526,113
12,000,000
Date of
Prospectus
£
As at
31st December,
2007
£
Authorised:
7,000,000 ordinary shares of £1.00 each . . . . . . . . . . . . . . . . . . . . . . . . . .
Allotted, called up, and fully paid up:
7,000,000 ordinary shares of £1.00 each . . . . . . . . . . . . . . . . . . . . . . . . . .
7,000,000
7,000,000
7,000,000
7,000,000
74

TAXATION
United Kingdom Taxation
The comments below, which are of a general nature and are based on the Issuers’ understanding of current United
Kingdom law and H. M. Revenue & Customs practice, describe only the United Kingdom withholding tax treatment of payments in respect of the Notes. They do not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of Notes nor do they deal with certain classes of person (such as dealers and Noteholders who are not the absolute beneficial owners of their Notes and interest thereon). The United Kingdom tax treatment of prospective Noteholders depends on their individual circumstances and may be subject to change in the future.
Prospective holders of Notes who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom are strongly advised to consult their own professional advisers.
1.
Payments of interest on the Notes may be made without withholding or deduction for or on account of United
Kingdom income tax provided that the Notes are and continue to be listed on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007. The London Stock Exchange is a “recognised stock exchange”. Securities will be treated as listed on the London Stock Exchange if they are included in the
Official List (within the meaning of and in accordance with the provisions of Part 6 of the Financial Services and
Markets Act 2000) and admitted to trading on the London Stock Exchange. Provided, therefore, that the Notes remain so listed, interest on the Notes will be payable without withholding or deduction for or on account of United
Kingdom tax.
Interest on the Notes may also be paid without withholding or deduction for or on account of United Kingdom tax where interest on the Notes is paid by a company and, at the time the payment is made, the Issuer reasonably believes (and any person by or through whom interest on the Notes is paid reasonably believes) that the beneficial owner is within the charge to United Kingdom corporation tax as regards the payment of interest or the payment is made to one of the classes of exempt bodies or persons set out in sections 935 to 937 of the Income
Tax Act 2007; provided that H.M. Revenue & Customs has not given a direction that the interest should be paid under deduction of tax.
Interest on the Notes may also be paid without withholding or deduction for or on account of United Kingdom tax where the Notes have a maturity date less than one year from the date of issue (and the Notes are not issued under arrangements, the effect of which is to render such Notes part of a borrowing with a total term of a year or more).
In other cases an amount must generally be withheld on account of United Kingdom income tax at the savings rate (currently 20 per cent.) from payments of interest on the Notes, subject to any direction to the contrary by
H.M. Revenue & Customs under any applicable double tax treaty (however, if the Finance Bill 2008 is enacted in its current form, when the Finance Bill 2008 receives Royal Assent, the rate of withholding for the tax year 2008/
2009 will be the basic rate (which will be 20 per cent. for the tax year 2008/2009)).
2.
Noteholders may wish to note that, in certain circumstances, H.M. Revenue & Customs has power to obtain information (including the name and address of the beneficial owner of the interest) from any person in the United
Kingdom who either pays or credits interest to or receives interest for the benefit of a Noteholder. H.M.
Revenue & Customs also has power, in certain circumstances, to obtain information from any person in the
United Kingdom who pays amounts on the redemption of Notes which are deeply discounted securities for the purposes of the Income Tax (Trading and Other Income) Act 2005 to, or receives such amounts for the benefit of, another person, although H.M. Revenue & Customs published practice indicates that H.M. Revenue & Customs will not exercise its power to require this information in respect of amounts payable on the redemption of deeply discounted securities where such amounts are paid on or before 5th April, 2009. Such information may include the name and address of the beneficial owner of the amount payable on redemption. Any information obtained may, in certain circumstances, be exchanged by H.M. Revenue & Customs with the tax authorities of the jurisdiction in which the Noteholder is resident for tax purposes.
3.
The references to “interest” in paragraph 1 above mean “interest” as understood in United Kingdom tax law. The statements in paragraph 1 above do not take any account of any different definitions of “interest” which may prevail under any other law or which may be created by the terms and conditions of the Notes or any related documentation.
4.
Where Notes are issued on terms that a premium is or may be payable on redemption, as opposed to being issued at a discount, then it is possible that any such element of premium may constitute a payment of interest.
Payments of interest are subject to withholding on account of United Kingdom tax as outlined in paragraph 1 above.
75

5.
Where Notes are issued at an issue price of less than 100 per cent. of their principal amount (i.e. at a discount), any payments in respect of the accrued discount element on any such Notes will not be made subject to any withholding or deduction for or on account of United Kingdom income tax as long as they do not constitute payments in respect of interest, but may be subject to the reporting requirements outlined in paragraph 2 above.
6.
Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted under an appropriate provision in an applicable double taxation treaty.
EU Savings Directive
Under EC Council Directive 2003/48/EC on the taxation of savings income (which has been implemented into UK law), each Member State is required to provide to the tax authorities of another Member State details of payments of interest
(or similar income) paid by a person within its jurisdiction to, or collected by a person for, an individual resident in that other Member State. However, for a transitional period, Austria, Belgium and Luxembourg are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have agreed to adopt similar measures (either provision of information or a transitional withholding system in the case of
Switzerland).
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SUBSCRIPTION AND SALE
The Dealers have in a programme agreement (such Programme Agreement as amended and/or supplemented and/or restated from time to time, the “Programme Agreement”) dated 24 June, 2008 agreed with the Issuers a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under “Form of the Notes” and “Terms and Conditions of the Notes”. In the Programme Agreement, the
Issuers have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.
United States
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the
U.S. Internal Revenue Code of 1986 and regulations thereunder.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the
United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.
Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms.
Public Offer Selling Restriction under the Prospectus Directive
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a “Relevant Member State”), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:
(a) if the final terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to
Article 3(2) of the Prospectus Directive in that Relevant Member State (a “Non-exempt Offer”), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the Prospectus
Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable;
(b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
(c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than e 43,000,000 and (3) an annual net turnover of more than e 50,000,000, as shown in its last annual or consolidated accounts; or
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(d) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
(e) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (b) to (e) above shall require any Obligor or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive.
For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
United Kingdom
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
(i) in relation to any Notes having a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by any relevant Obligor;
(ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the
FSMA) received by it in connection with the issue of any Notes in circumstances in which Section 21(1) of the
FSMA does not apply to any relevant Obligor; and
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law
No. 25 of 1948, as amended; the “FIEL”) and each Dealer has agreed and each further Dealer appointed under the
Programme will be required to agree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.
France
Each Obligor and each Dealer has represented and agreed that, it has not offered or sold, and will not offer or sell, directly or indirectly, Notes to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France this Prospectus or any other offering material relating to the
Notes, and that such offers, sales and distributions have been and shall only be made in France to qualified investors
( investisseurs qualifiés ) acting for their own account, as defined in Articles L.411-1 and L.411-2 and also D.411-1 and
D.411-2 of the French Code monétaire et financier and the décret no. 98-880 dated 1 October 1998 and in
Articles 215-1 and 215-2 of the Réglement Général de l’Autorité des Marchés Financiers, except that qualified investors shall not include individuals. This document has not been submitted to the Autorité des Marchés Financiers for approval and does not constitute an offer for sale or subscription of financial instruments in France.
General
Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will
(to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any
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jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of Cadbury Holdings, CSF, CSI or any of the Dealers shall have any responsibility therefor.
None of Cadbury Holdings, CSF, CSI or any of the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.
With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the relevant
Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.
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GENERAL INFORMATION
Authorisation
The establishment of the Programme and the issue of Notes have been duly authorised by resolutions of the boards of directors of Cadbury Schweppes Public Limited Company, CSF and CSI dated 7th May, 1999 and 18th May, 1999 respectively.
The giving of the guarantee by Cadbury Holdings for Notes issued by CSF and CSI was duly authorised by resolutions of the board of directors of Cadbury Holdings (then Cadbury Schweppes) passed on 7th May, 1999. The giving of the guarantee by CSF for Notes issued by CSI was authorised by a resolution of the board of directors of CSF on
31st August, 2006. The giving of the guarantee by CSI for Notes issued by CSF was authorised by a resolution of the
Board of Directors of CSI on 31st August, 2006.
The update of the Programme has been duly authorised by a resolution of a committee of the board of Directors of
Cadbury Holdings dated 19 June 2008, by a resolution of the board of directors of CSF dated 19 June 2008 and by a resolution of the board of directors of CSI dated 19 June 2008.
Listing of Notes by the UK Listing Authority
The admission of Notes to the Official List will be expressed as a percentage of their nominal amount (excluding accrued interest). It is expected that each Tranche of Notes which is to be admitted to the Official List and to trading on the London Stock Exchange’s regulated market will be admitted separately as and when issued, subject only to the issue of a Global Note or Notes initially representing the Notes of such Tranche. Application has been made to the UK
Listing Authority for Notes issued under the Programme to be admitted to the Official List and to the London Stock
Exchange for such Notes to be admitted to trading on the London Stock Exchange’s regulated market. The listing of the Programme in respect of Notes is expected to be granted on or before 26 June, 2008.
Documents Available
For the period of 12 months following the date of this Prospectus, copies of the following documents will, when published, be available from the registered office of each Issuer and Cadbury Holdings and from the specified office of the Paying Agent for the time being in London:
(i) the Memorandum and Articles of Association of each of the Issuers and Cadbury Holdings;
(ii) Cadbury Schweppes Report and Accounts for the financial years ended 31st December, 2007 and
31st December, 2006;
(iii) CSF’s Annual Report and Accounts for the financial years ended 31st December, 2006 and 31st December,
2007;
(iv) CSI’s Annual Report and Accounts for the financial years ended 31st December, 2006 and 31st December,
2007;
(v) the Programme Agreement, the Agency Agreement, the Trust Deed and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons;
(vi) the guarantees given by each of Cadbury Holdings, CSF and CSI;
(vii) a copy of this Prospectus;
(viii) any future offering circulars, prospectuses, information memoranda, supplements and Final Terms (save that a
Final Terms relating to a Note which is neither admitted to trading on a regulated market in the European
Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Paying Agent as to its holding of Notes and identity) to this
Prospectus and any other documents incorporated herein or therein by reference; and
(ix) in the case of each issue of Notes admitted to trading on the London Stock Exchange’s regulated market subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document).
Clearing Systems
The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. If the Notes are to clear through an additional or alternative clearing system (including Sicovam) the appropriate information will be specified in the applicable
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Final Terms. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusssels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.
Significant or Material Change
Except for the demerger of the Americas Beverages business as noted on page 60 of this base prospectus, there has been no significant change in the financial or trading position of Cadbury Holdings, CSF, CSI or the Group since,
31 December, 2007. In addition, there has been no material adverse change in the financial position or prospects of
Cadbury Holdings, CSF, CSI or the Group since 31 December, 2007.
Conditions for determining price
The price and amount of Notes to be issued under the Programme will be determined by the relevant Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.
Litigation
Other than as set out below, none of CSF or CSI or any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which any of the Issuers is aware) which may have or have had in the 12 months preceding the date of this document significant effects on the financial position or profitability of any of the Issuers or the Group. Except where stated, the
Issuers are unable to quantify the amount of the claims set out below.
• Cadbury Adams USA LLC (“Cadbury Adams”) is the defendant in an action brought by Wm. Wrigley Jr. Company
(“Wrigley”) alleging infringement by certain Cadbury Adams gum products of Wrigley’s US patent relating to gums with specific cooling compounds. Wrigley has asserted damages in excess of US$50 million including interest and costs (and enhanced damages for wilful infringement) if Wrigley prevails on patent infringement and validity.
Cadbury Adams has asserted counterclaims and is vigorously defending this action. Cadbury Adams filed a motion for summary judgment of invalidity of the asserted claim 34 of Wrigley’s 233 Patent on 15 June, 2007. A hearing on summary judgment motions is scheduled for 16 July, 2008.
• Cadbury Stani S.A.I.C. (formerly known as Productos Stani Sociedad Anónima Industrial y Commercial) (“Cadbury
Stani”) is the defendant in an action brought by The Topps Company, Inc. (“Topps”) claiming unauthorised use by
Cadbury Stani of alleged Topps specialised technology. Topps seeks damages in excess of US$200 million plus interest. The grant of Cadbury Stani’s motion for summary judgment dismissing many of Topps’ claims was appealed. On 15 May, 2008 the Second Circuit Court of Appeals reversed and remanded the district court decision granting partial summary judgment in Cadbury Stani’s favour. The case is to be set for trial before the district court judge.
• In the context of regulatory interest in competition issues and price-fixing around the globe, the Group is subject to various industry-wide competition investigations in several jurisdictions, including by regulatory agencies in the UK and Canada.
The Canadian Competition Bureau has commenced an investigation in respect of alleged price fixing activities among the four largest chocolate confectionery companies operating in Canada (including the Group) and a large Canadian confectionery distributor. A number of civil class actions have also been filed against the four manufacturers and the distributor. In each action, the plaintiffs allege violations by the defendants of the Competition Act and various torts and they claim damages and other relief on behalf of purchasers of chocolate confectionery products in Canada during the period from January 2000 to the present. To date, the Group is aware of eleven class actions that have been commenced in nine of the ten provinces. In the first Ontario class action, the plaintiffs seek general damages of
C$200 million (Canadian dollars), punitive damages of C$20 million and other relief on behalf of a national class of purchasers (excluding purchasers in Quebec and British Columbia). In the second Ontario class action, the plaintiff has named an entity in the Dr Pepper Snapple Group, Inc. group and seeks general damages of C$50 million, punitive damages of C$5 million and other relief on behalf of a national class of purchasers. In the Quebec class action, the plaintiff seeks general damages of C$15 million, punitive damages of C$5 million and other relief on behalf of a class of
Quebec purchasers only. In the first Saskatchewan class action, the plaintiff seeks general damages of C$200 million, unspecified punitive damages and other relief on behalf of a class of Saskatchewan purchasers only. The second class action in Saskatchewan and the remaining class actions in British Columbia, Alberta, Manitoba, Nova Scotia, New
Brunswick and Newfoundland do not specify an amount of damages. The Group’s potential liability in relation to these matters is not quantifiable at this stage.
A number of civil class action suits originally filed against Nestlé, Mars, Hershey and the Group in various US federal district courts and two state courts have been consolidated in the US federal district court Harrisburg, Pennsylvania.
The Court has established a briefing schedule for initial motions to dismiss on discovery issues. The plaintiffs allege
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anti-trust violations by the defendants of the US Sherman Act and the US Clayton Act (among other statutes) and claim damages and other relief on behalf of purchasers of chocolate in the United States from January 2002 to the present. The actions do not specify an amount of damages.
• In the second half of 2006, a significant over-statement of the financial position of Cadbury Nigeria PLC was discovered and investigations are being conducted by the Nigerian Securities and Exchange Commission and the
Economic and Financial Crimes Commission into the over-statement. The potential quantum of the Group’s liabilities in relation to these investigations is unquantifiable at this stage but the Directors do not believe it will be material. A £23 million charge was recognised in the audited consolidated financial statements of Cadbury
Schweppes plc for the financial year 2006 in this regard and a £15 million impairment of the goodwill held in respect of Cadbury Nigeria PLC was recorded as at 31 December, 2006.
• In December 2006, Cadbury Schweppes Pty Ltd. filed a statement of claim in the Federal Court of Australia against
Amcor Limited and Amcor Packaging (Australia) Pty Ltd. claiming compensation for financial losses it has incurred as a result of Amcor’s involvement in anti-competitive arrangements in breach of the Trade Practices Act 1974.
Amcor Limited and Amcor Packaging (Australia) Pty Ltd. have filed defences and cross-claimed against certain companies in the Visy group (“Visy”). Visy has filed its defence against the cross-claim. As at 23rd June, 2008 (the latest practicable date prior to the publication of this Prospectus), the parties are currently working through orders for discovery and other interlocutory steps. A trial date has been fixed for 9 February, 2009. The claim is complex and specific quantum is difficult to assess at this time, but the claim as filed is in the order of A$100 million (Australian dollars).
Auditors
The auditors of Cadbury Holdings, CSF and CSI are Deloitte & Touche LLP, Hill House, 1 Little New Street, London
EC4A 4TR, Chartered Accountants & Registered Auditors (the “Auditors”), who have audited each of Cadbury
Holdings, CSF and CSI accounts, without qualification, in accordance with generally accepted auditing standards in the United Kingdom for the financial years ended 28th December, 2003, 2nd January, 2005, 1st January, 2006,
31st December, 2006, 1st January, 2007 and 31st December, 2007. The auditors of Cadbury Holdings, CSF and CSI have no material interest in either of the Issuers or in the Guarantors.
Contracts (Rights of Third Parties) Act 1999
The Contracts (Rights of Third Parties) Act 1999 (the “Act”) was enacted on 11th November, 1999 and provides, inter alia , that persons who are not parties to a contract governed by the laws of England and Wales or Northern Ireland may be given enforceable rights under such contract. Unless specifically provided in the relevant Final Terms to the contrary, this Programme expressly excludes the application of the Act to any issue of Notes under the Programme.
Auditors’ certificates
The Trust Deed provides that any certificate or report of the Auditors or any other person called for by or provided to the
Trustee in accordance with or for the purposes of the Trust Deed may be relied upon by the Trustee as sufficient evidence of the facts stated therein whether or not such certificate or report and/or any engagement letter or other document entered into by the Trustee in connection therewith contains a monetary or other limit on the liability of the
Auditors or such other person in respect thereof.
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ISSUERS
Cadbury Schweppes Finance p.l.c.
Cadbury House
Sanderson Road
Uxbridge
Middlesex UB8 1DH
(registered and head office)
Cadbury Holdings Limited
Cadbury House
Sanderson Road
Uxbridge
Middlesex UB8 1DH
(registered and head office)
Cadbury Schweppes Investments plc
Cadbury House
Sanderson Road
Uxbridge
Middlesex UB8 1DH
(registered and head office)
GUARANTORS
Cadbury Schweppes Finance p.l.c.
Cadbury House
Sanderson Road
Uxbridge
Middlesex UB8 1DH
(registered and head office)
Cadbury Schweppes Investments plc
Cadbury House
Sanderson Road
Uxbridge
Middlesex UB8 1DH
(registered and head office)
TRUSTEE
The Law Debenture Trust Corporation p.l.c.
Fifth Floor
100 Wood Street
London EC2V 7EX
ISSUING AND PRINCIPAL PAYING AGENT
The Bank of New York
40th Floor
One Canada Square
London E14 5AL
PAYING AGENT
The Bank of New York (Luxembourg) S.A.
Corporate Trust Service
Aerogolf Centre-1A
Hoehenhof
L-1736 Senningerberg
Luxembourg
LEGAL ADVISERS
To the Issuers and the Guarantors
One Bunhill Row
London EC1Y 8YY
To the Dealers and the Trustee
Allen & Overy LLP
One Bishops Square
London E1 6AD
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AUDITORS
To the Issuers and the Guarantors
Deloitte & Touche LLP
Hill House
1 Little New Street
London EC4A 4TR
ARRANGER
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
DEALERS
ABN AMRO Bank N.V.
250 Bishopsgate
London EC2M 4AA
Banco Bilbao Vizcaya
Argentaria, S.A.
Vía de los Poblados s/n - 2 a
28033 Madrid
Spain
Planta
Banc of America Securities Limited
5 Canada Square
London E14 5AQ
BNP PARIBAS
10 Harewood Avenue
London NW1 6AA
Raiffeisen-Boerenleenbank B.A.
(trading as Rabobank International)
Thames Court
One Queenhithe
London EC4V 3RL
Dresdner Bank AG London Branch
30 Gresham Street
London EC2P 2XY
J.P. Morgan Securities Ltd.
125 London Wall.
London EC2Y 5AJ
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
HSBC Bank plc
8 Canada Square
London E14 5HQ
National Australia Bank Limited
ABN 12 004 044 937
88 Wood Street
London EC2V 7QQ
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
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