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A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time. |
The Company has filed a registration statement (including a prospectus and a preliminary prospectus
supplement) with the United States Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that
registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively,
the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling: BNP PARIBAS at +44 (0)20 7595 8222; Citigroup Global Markets Limited at +1-800-831-9146; Mizuho International plc at +44 (0)20 7248 3920; Banco Santander, S.A. at +34
912-572-029; or SMBC Bank International plc at +44 (0)20 4507 1000.
This pricing term sheet supplements the preliminary prospectus supplement, pertaining to the Notes issuance referenced above, issued by Air Products and
Chemicals, Inc. on February 10, 2025 relating to its prospectus dated November 20, 2023.
The Notes will be represented by beneficial
interests in fully registered permanent global notes (the “international global notes”) without interest coupons attached, which will be registered in the name of, and shall be deposited on or about February 14, 2025 with a common
depositary for, and in respect of interests held through, Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”). Any notes represented by global notes held by a
nominee of Euroclear or Clearstream will be subject to the then applicable procedures of Euroclear and Clearstream, as applicable. Euroclear and Clearstream’s current practice is to make payments in respect of global notes to participants of
record that hold an interest in the relevant global notes at the close of business on the date that is the clearing system business day (for these purposes, Monday to Friday inclusive except December 25th and January 1st) immediately preceding each
applicable interest payment date.
This pricing term sheet is not a prospectus for the purposes of Regulation (EU) 2017/1129, including the same as
it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020.
MiFID II and UK MiFIR – professionals/ECPs-only / No PRIIPs or UK PRIIPs KID – Manufacturer target market (MiFID II and UK MiFIR product
governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or UK.
The communication of this pricing term sheet and any other document or materials relating to the issue of the Notes is not being made, and such documents
or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This document and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters
relating to investments and who fall within the definition of investment professionals (under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii)
fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom (subject to any other applicable limitations), or (iv) are other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this pricing term sheet and any other document or materials relates will be engaged in only with
relevant persons. This document is directed only at relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing term sheet or any of its contents.
Relevant stabilization regulations including FCA/ICMA will apply.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER
NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
