Obligation Deutsche Börse AG 1.625% ( DE000A1684V3 ) en EUR

Deutsche Börse AG

96.98 % ▼

Allemagne

DE000A1684V3 ( en EUR )

1.625% par an ( paiement annuel )

07/10/2025

Prospectus brochure de l'obligation Deutsche Börse AG DE000A1684V3 en EUR 1.625%, échéance 07/10/2025

1 000 EUR

500 000 000 EUR

08/10/2024 ( Dans 140 jours )

L'Obligation émise par Deutsche Börse AG ( Allemagne ) , en EUR, avec le code ISIN DE000A1684V3, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/10/2025

Prospectus dated 2 October 2015
Deutsche Börse Aktiengesellschaft
(Frankfurt am Main, Federal Republic of Germany)
EUR 500,000,000 1.625 per cent. Notes due 2025
ISIN DE000A1684V3, Common Code 098267034, WKN A1684V
Issue Price: 98.926 per cent.
Deutsche Börse Aktiengesellschaft, Mergenthalerallee 61, 65760 Eschborn, Germany (the "Issuer" or "Deutsche Börse") will issue on 8 October
2015 (the "Issue Date") EUR 500,000,000 1.625 per cent. Notes due 2025 (the "Notes") in the denomination of EUR 1,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). The Notes will be redeemed at par on 8 October 2025.
The Notes will bear interest from and including the Issue Date to, but excluding 8 October 2025 (the "Maturity Date") at a rate of 1.625 per cent. per
annum, payable annually in arrear on 8 October of each year (each such date, an "Interest Payment Date"), commencing on 8 October 2016.
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date.
The Notes will be represented by a Global Note (as defined in the section Terms and Conditions of the Notes) without interest coupons.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the European Parliament
and of the Council of 4 November 2003 (as amended, inter alia, by Directive 2010/73/EU) (the "Prospectus Directive"). The Issuer will prepare and
make available on the website of the Luxembourg Stock Exchange (www.bourse.lu) an appropriate supplement to this Prospectus if at any time the
Issuer is required to prepare a prospectus supplement pursuant to Article 13 of the Luxembourg Act dated 10 July 2005 relating to prospectuses for
securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg Prospectus Law"). This
Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as competent
authority under the Luxembourg Prospectus Law. By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial
opportuneness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Prospectus
Law. The Issuer has requested the CSSF to provide the competent authorities in Germany and The Netherlands, and may request CSSF to provide
competent authorities in additional host Member States within the European Economic Area, with a certificate of approval attesting that this
Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to certain
exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.
Application has been made to the Frankfurt Stock Exchange for the Notes to be listed on the Frankfurt Stock Exchange and to be traded on the
regulated market of the Frankfurt Stock Exchange and the sub segment of the regulated market with further post-admission duties (Prime Standard).
Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to the official list of the Luxembourg Stock
Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The regulated market of the
Frankfurt Stock Exchange and the Luxembourg Stock Exchange's regulated market are regulated markets for the purposes of Directive 2004/39/EC of
the European Parliament and of the Council of 21 April 2004 on markets in financial instruments.
Joint Lead Managers
Goldman Sachs International
J.P. Morgan
UBS Investment Bank
Barclays
Commerzbank
DZ BANK AG

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Frankfurt am Main, Germany, accepts responsibility for the information
contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the
case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and
does not omit anything likely to affect the import of such information.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its
subsidiaries taken as a whole (the "Deutsche Börse Group" or the "Group") and to the Notes which is material in
the context of the issue and offering of the Notes, including all information which, according to the particular nature
of the Issuer and of the Notes is necessary to enable investors and their investment advisers to make an informed
assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the
Group and of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the Issuer,
the Group and the Notes are in every material particular true and accurate and not misleading; (iii) there are no other
facts in relation to the Issuer, the Group or the Notes the omission of which would, in the context of the issue and
offering of the Notes, make any statement in this Prospectus misleading in any material respect; and (iv) reasonable
enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and
statements.
NOTICE
No person is authorised to give any information or to make any representation other than those contained in this
Prospectus and, if given or made, such information or representation must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers (as defined in the section "Offer, Sale and
Subscription of the Notes").
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents
incorporated herein or therein by reference.
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"GENERAL INFORMATION ON THE ISSUER AND THE GROUP" and statements elsewhere in this Prospectus
relating to, among other things, the future financial performance, plans and expectations regarding developments in
the business of the Group. These forward-looking statements are subject to a number of risks, uncertainties,
assumptions and other factors that may cause the actual results, including the financial position and profitability of
the Group, to be materially different from or worse than those expressed or implied by these forward-looking
statements. The Issuer does not assume any obligation to update such forward-looking statements and to adapt them
to future events or developments.
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 Issuer. This Prospectus does not constitute
an offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer or the Joint Lead Managers to a recipient hereof and thereof that such recipient
should purchase any Notes.
This Prospectus reflects the status as of its date. The offering, sale and delivery of the Notes and the distribution of
this Prospectus may not be taken as an implication that the information contained herein is accurate and complete
subsequent to the date hereof or that there has been no adverse change in the financial condition of the Issuer since
the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Lead Manager nor any of its
respective affiliates nor any other person mentioned in this Prospectus, except for the Issuer, accepts responsibility
for the accuracy and completeness of the information contained in this Prospectus or any document incorporated by
reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accept any responsibility for the accuracy and completeness of the information contained in any of these documents.
2

The Joint Lead Managers have not independently verified any such information and accept no responsibility for the
accuracy thereof.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make
such offer or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves about and
to observe any such restrictions. For a description of the restrictions applicable in the European Economic Area, the
United States of America and the United Kingdom, see "Offer, Sale and Subscription of the Notes Selling
Restrictions".
The language of this Prospectus is English. In respect of the Terms and Conditions German is the controlling and
legally binding language.
In this Prospectus all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third stage
of the European Economic and Monetary Union, and as defined in Article 2 of Council Regulation (EC) No 974/98
of 3 May 1998 on the introduction of the Euro, as amended.
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC (THE
"STABILISING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR ANY
PERSON ACTING ON BEHALF OF THE 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 NOTES IS MADE AND, IF BEGUN, MAY
BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE
ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING
MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
3

TABLE OF CONTENTS
SUMMARY ........................................................................................................................................................5
GERMAN TRANSLATION OF THE SUMMARY (ZUSAMMENFASSUNG).............................................17
RISK FACTORS...............................................................................................................................................30
USE OF PROCEEDS........................................................................................................................................49
TERMS AND CONDITIONS OF THE NOTES..............................................................................................50
GENERAL INFORMATION ON THE ISSUER AND THE GROUP .............................................................70
TAXATION.....................................................................................................................................................101
OFFER, SALE AND SUBSCRIPTION OF THE NOTES.............................................................................106
GENERAL INFORMATION..........................................................................................................................109
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 111
4

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer,
it is possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the summary with the mention of "not applicable".
Section A Introduction and warnings
Description of
Element
Element
Disclosure requirement
A.1
Warnings
This summary should be read as an introduction to the Prospectus.
Any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation in its Member State, have to bear the costs of translating the
Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Prospectus or it does not provide, when read together with the other parts
of the Prospectus, key information in order to aid investors when
considering whether to invest in such securities.
A.2
Consent to the use The Issuer consents to the use of the Prospectus by all financial
of the prospectus
intermediaries (general consent) and accepts responsibility for the content
of the Prospectus also with respect to subsequent resale or final placement
of the Notes by any financial intermediary which was given consent to use
the Prospectus.
Indication of the
The subsequent resale or final placement of Notes by financial
offer period
intermediaries can be made during the offer period which is expected to
commence on 5 October 2015 and will be open until 8 October 2015 being
the date of issuance of the Notes.
Member States in
Financial intermediaries may use the Prospectus for subsequent resale or
which prospectus
final placement of the Notes in Luxembourg, Germany and The
may be used
Netherlands.
Conditions attached Any financial intermediary using the Prospectus has to state on its
to the consent
website that it uses the Prospectus in accordance with the consent and
the conditions attached thereto.
5

Description of
Element
Element
Disclosure requirement
Notice in bold
In the event of an offer being made by a financial intermediary, this
financial intermediary will provide information to investors on the
terms and conditions of the offer at the time the offer is made.
Section B Issuer
Description of
Element
Element
Disclosure requirement
B.1
Legal and
Deutsche Börse Aktiengesellschaft (the "Issuer" or "Deutsche Börse", and
commercial name of its subsidiaries taken as a whole the "Deutsche Börse Group" or the
the Issuer
"Group")
B.2
Domicile /legal
The Issuer is a stock corporation (Aktiengesellschaft) incorporated under
form / legislation /
the laws of the Federal Republic of Germany. The Issuer's business address
country of
is at Mergenthalerallee 61, 65760 Eschborn, Federal Republic of Germany.
incorporation of the The Issuer operates under the laws of the Federal Republic of Germany
Issuer
predominately in Germany, but also operates directly or indirectly through
its subsidiaries in various other countries.
B.4b
Trends affecting the The business environment in which Deutsche Börse Group operates
Issuer and the
continues to experience significant and rapid technological change and is
industries in which
subject to changes in regulatory legislation (inter alia, European Market
it operates
Infrastructure Regulation (EMIR), Markets in Financial Instruments
Directive (MiFID) and the adoption of supplementing regulation (MiFIR),
the Capital Requirements Directive (CRD IV), the European Banking
Recovery and Resolution Directive (BRRD) and the Central Securities
Depositories Regulation (CSDR)) resulting in significant changes in the
competitive environment and a major impact on the overall market
infrastructure.
B.5
Group / Issuer's
Deutsche Börse is the parent company of Deutsche Börse Group, which as
position within the
per 31 December 2014 included 52 fully consolidated subsidiaries.
Group
B.9
Profit forecast or
Not applicable. No profit forecasts or estimates are made.
estimate
B.10
Qualifications in the Not applicable. The auditors have issued unqualified audit reports for the
audit report
consolidated financial statements for the fiscal years 2014 and 2013.
6

B.12
Key financial
SELECTED FINANCIAL INFORMATION ON THE DEUTSCHE
information
BÖRSE GROUP
Selected Information from the Consolidated Balance Sheet of Deutsche
Börse Group for the fiscal years 2014 and 2013 and the six-month periods
ended 30 June 2015 and 2014, respectively.
As at 30 June
As at 31 December
2015
2014*
2014
2013
unaudited
audited
EUR millions
EUR millions
Assets
Total non-
current assets
15,137.0
9,934.7
11,267.2
8,796.9
Total current
assets
215,146.4
260,421.3
204,640.9
180,513.0
Total assets
230,283.4
270,356.0
215,908.1
189,309.9
Equity and
liabilities
Total equity
3,877.4
3,338.0
3,752.1
3,268.0
Total
non-
current
liabilities
11,229.9
6,842.6
7,962.5
6,019.9
Total
current
liabilities
215,176.1
260,175.4
204,193.5
180,022.0
Total
liabilities
226,406.0
267,018.0
212,156.0
186,041.9
Total equity
and liabilities
230,283.4
270,356.0
215,908.1
189,309.9

restated
Selected Information from the Consolidated Statement of Income of
Deutsche Börse Group for the fiscal years 2014 and 2013 and the six-
month periods ended 30 June 2015 and 2014, respectively.
1 January to 30 June
1 January to 31 December
2015
2014*
2014
2013
unaudited
audited
EUR millions
EUR millions
Total revenue
1,386.9
1,180.3
2,403.7
2,216.8
Volume-related
costs
-203.7
-172.4
-360.7
-304.5
Net revenue
(total revenue
less volumes-
related costs)
1,183.2
1,007.9
2,043.0
1,912.3
7

Operating costs
-600.7
-502.2
-1,114.8
-1,182.8
Result from equity
investments
1.2
75.9
78.3
9.3
Earnings before
interest and tax
(EBIT)
583.7
581.6
1,006.5
738.8
Financial income
16.5
0.8
18.7
5.7
Financial expense
-28.6
-27.4
-61.8
-76.4
Earnings before
tax (EBT)
571.6
555.0
963.4
668.1
Other tax
-0.8
-0.7
-1.4
-1.1
Income tax
expense
-148.6
-152.0
-173.5
-171.8
Net profit for the
period
422.2
402.3
788.5
495.2
thereof non-
controlling
interests
24.8
13.4
26.2
16.8
Earnings per share
(basic) (EUR)
2.16
2.12
4.14
2.60
Earnings per share
(diluted) (EUR)
2.16
2.11
4.14
2.60

restated
Selected Information from the Consolidated Cash Flow Statement of
Deutsche Börse Group for the fiscal years 2014 and 2013 and the six-
month periods ended 30 June 2015 and 2014, respectively.
1 January to 30 June
1 January to 31 December
2015
2014*
2014
2013
unaudited
audited
EUR millions
EUR millions
Cash flows from
operating activities
478.2
255.2
677.3
728.3
Cash flows from
investing activities
-339.5
573.9
-250.4
-829.2
Cash flows from
financing activities
-258.0
-302.5
-441.1
-497.6
Net change in cash and
cash equivalents
-119.3
526.6
-14.2
-598.5

restated
8

No material adverse There has been no material adverse change in the prospects of the Issuer
change / significant
and the Group since 31 December 2014.
changes in financial Not applicable. There have been no significant changes in the financial or
or trading position
trading position of the Issuer and its subsidiaries taken as a whole since
30 June 2015.
B.13
Recent events,
The executive board (Vorstand) of the Issuer has resolved, with the
which are to a
approval of the supervisory board (Aussichtsrat) of the Issuer dated
material extent
23 September 2015, to transform the Issuer into an European Company
relevant to the
(Societas Europae SE). Such transformation requires the approval of the
evaluation of the
shareholders of the Issuer. It is intended to propose the transformation to
Issuer's solvency
the next annual general meeting (Hauptversammlung) of the Issuer to be
held on 11 May 2016.
On 3 September 2015 the Issuer completed the placement of 2,475,248
treasury shares, thereby raising a total amount of EUR 200 million. The
placement was carried out through an accelerated bookbuild offering to
institutional investors only. Settlement of the offering took place on
8 September 2015. The entire proceeds of the offering will be used to
partially finance the 360T Acquisition (as defined below).
On 5 August 2015 the Issuer issued EUR 600 million Subordinated
Resettable Fixed Rate Notes due 2041 (the "Subordinated Notes 2015").
The Issuer used the proceeds from the issue of the Subordinated Notes
2015 to partly finance the STOXX Acquisition (as defined below).
On 29 June 2015 the Issuer announced that in the context of evaluating
investment opportunities in existing and new asset-classes, the Issuer has
entered into negotiations with SIX Group AG regarding a full acquisition
of the joint venture companies STOXX Ltd. and Indexium AG by the
Issuer for a purchase price of CHF 650 million (the "STOXX
Acquisition"). Previously, the Issuer owned 50.1 per cent. in STOXX Ltd.
and 49.9 per cent. in Indexium AG. On 27 July 2015 the Issuer and SIX
Group Ltd. entered into a binding agreement regarding the
STOXX Acquisition. The transaction was closed on 31 July 2015. The
STOXX Acquisition was temporarily financed via cash and short term
bonds (commercial paper) and long-term partly with proceeds from the
issuance of the Subordinated Notes 2015.
On 26 July 2015 the Issuer and the shareholders of 360T Beteiligungs
GmbH ("360T") including Summit Partners 360 S.à.r.l. signed a definitive
agreement regarding the full acquisition of 360T by the Issuer for a
purchase price of 725 million Euro (the "360T Acquisition"). 360T is a
leading global FX trading platform catering to a broad customer base
including corporates, buy-side firms, and banks, with double-digit annual
revenue growth since its inception in 2000. The Issuer will partly finance
the 360T Acquisition with proceeds from the placement of treasury shares
described above and partly with the proceeds from the offering of the
Notes, with the aim to minimise a potential impact of the 360T Acquistion
on its credit rating. The completion of the transaction is subject to the
approval by competition and supervisory authorities.
On 27 July 2015 the Issuer announced the launch of the group-wide growth
programme "Accelerate". Having conducted an in-depth review of its
strategy, organisational structures and business processes, the Issuer
launched "Accelerate" with the long-term objective of becoming the global
market infrastructure provider of choice, being top-ranked in all businesses
9

it is in.
Other than described above, there have been no recent events which are to
a material extent relevant to the evaluation of the Issuer's solvency.
B.14
Description of the
See B.5
Group / Issuer's
position within the
Not applicable. The Issuer is the parent company of the Group. It is not
Group / Dependency dependent upon other entities within the Group.
of the Issuer upon
other entities within
the group
B.15
Issuer's principal
Deutsche Börse's principal activities are (1) the operation of exchanges,
activities
including but not limited to stock exchanges subject to applicable law and
regulations; (2) services for the design, development and implementation of
electronic data processing in areas including but not limited to stock
exchange transactions, the securities business of financial institutions and
the settlement thereof, and, furthermore, the collection, processing and sale
of securities-related information; and (3) the provision of support services
to undertakings engaged in the stock exchange and securities business.
Through its subsidiaries Deutsche Börse covers the entire process chain
from securities and derivatives trading, clearing, settlement and custody,
through to market data and the development and operation of electronic
trading systems.
B.16
Controlling interest
Not applicable. The Issuer has not been notified by any shareholder that it
over the Issuer
is holding 10 per cent. or more of the share capital of Deutsche Börse.
B.17
Credit ratings
The Issuer has received the following rating from Standard & Poor's Credit
Market Services France S.A.S. ("Standard & Poor's"):
Long-term: AA
Short-term: A-1+
On 28 July 2015 Standard & Poor's placed the Issuer's long-term issuer
rating "AA" on CreditWatch Negative following the announcement of the
360T Acquisition. The Issuer plans to finance the 360T Acquisition via a
combination of debt and equity, with the aim to minimise a potential
impact on the credit rating. Standard & Poor's also stated that it expects to
resolve the CreditWatch upon completion of the 360T Acquisition and that,
depending on the amount of leverage employed and its view of the extent
to which leverage would reduce over the 18-24 months following the 360T
Acquisition, it might affirm the long-term rating on the Issuer or lower it by
one notch.
It is expected that, upon issuance, the Notes will be assigned a rating of
'AA' (CreditWatch Negative) by Standard & Poor's.
Section C Securities
Description of
Element
Element
Disclosure requirement
C.1
Type and class of
The Notes are unsecured. The Notes bear fixed interest throughout the
securities being
entire term of the Notes.
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