Prospectus - Fonterra

4Scaling:Firm Allocation:Underwriting:Form of Bonds:Interest will be payable on each Interest Payment Date to the Holders as atthe Record Date immediately preceding the relevant Interest Payment Date.A Record Date is the date 10 days before an Interest Payment Date or, if nota Business Day, the immediately preceding Business Day.Fonterra will pay, no later than 14 days after the Issue Date, interest to eachHolder on the Subscription Moneys in respect of Bonds allotted to that Holderat the Interest Rate for each day in the period from (and including) the date onwhich the Subscription Moneys were credited in cleared funds to Fonterra’sbank account to (but not including) the Issue Date.The Joint Lead Managers in consultation with Fonterra reserve the right toscale at their discretion.Up to $300,000,000 in Principal Amount of Bonds (constituting 100% of theBonds offered) and up to 100% of any oversubscriptions may be reserved forfirm allocations to clients of the Joint Lead Managers, the OrganisingParticipant, the Co-Managers, other NZX Firms and invited financialintermediaries in the bookbuild as determined by the Joint Lead Managers.The Offer is not underwritten.The Bonds will be entered onto the Register maintained by the Registrar. Nocertificates in respect of the Bonds will be issued to Holders. Title to theBonds passes by transfer and registration. Fonterra and the Registrar will relyon the Register for the purpose of determining entitlements to interest on eachInterest Payment Date, and for the repayment of the Principal Amount of theBonds when they are redeemed.Ratings: Standard & Poor’s (Australia) Pty Limited (“S&P”) has assigned a rating of A+to the Bonds. Further information about the rating is available atwww.standardandpoors.com. Fitch Australia Pty Limited (“Fitch”) hasassigned a rating of AA- to the Bonds. Further information about the rating isavailable at www.fitchratings.com.Use of proceeds:Further issues:Alteration of dates:The ratings referred to in this Prospectus are not a recommendation to buy,sell or hold the Bonds, and each rating may be subject to revision orwithdrawal at any time by S&P or Fitch, as the case may be. Any downwardrevision or withdrawal of a rating may have an adverse effect on the marketprice of the Bonds.Neither S&P nor Fitch have been involved in the preparation of thisProspectus.The net proceeds from the issue of Bonds will be used for general businesspurposes, including working capital requirements.Fonterra may from time to time without the consent of the Holders issuefurther notes so as to form a single class with the Bonds. Fonterra may alsofrom time to time without the consent of Holders issue notes having differentterms to those applicable to the Bonds. There is no restriction on the amountof debt which Fonterra may issue or guarantee.Fonterra, in conjunction with the Joint Lead Managers, may change the datesapplicable to the Offer and the Bonds referred to in this Prospectus prior to theIssue Date. If Fonterra changes the Closing Date for the Offer, the Issue Datewill be altered accordingly and the Interest Rate Set Date will be the BusinessDay prior to the Issue Date as altered. The Maturity Date will be the sixthanniversary of the Issue Date as altered. The Interest Payment Dates will fallon every 3 month anniversary of the Issue Date as altered up to and includingthe Maturity Date.