Obligation Accentro Real Estate AG 3.625% ( DE000A254YS5 ) en EUR

Accentro Real Estate AG

100 % ▲

Allemagne

DE000A254YS5 ( en EUR )

3.625% par an ( paiement semestriel )

13/02/2023 - Obligation échue

Prospectus brochure de l'obligation Accentro Real Estate AG DE000A254YS5 en EUR 3.625%, échue

100 000 EUR

250 000 000 EUR

Accentro Real Estate AG est une société immobilière allemande cotée en bourse, spécialisée dans l'acquisition, la gestion et la valorisation de biens immobiliers résidentiels et commerciaux, principalement en Allemagne.

L'obligation DE000A254YS5 émise par Accentro Real Estate AG (Allemagne), d'un montant total de 250 000 000 EUR, avec un taux d'intérêt de 3,625%, une taille minimale d'achat de 100 000 EUR, et une échéance au 13/02/2023, a été intégralement remboursée à son prix nominal de 100%.

NOT FOR DISTRIBUTION IN THE UNITED STATES

The date of this Offering Memorandum is 13 February 2020.

ACCENTRO Real Estate AG
(Berlin, Federal Republic of Germany ("Germany"))
EUR 250,000,000.00 3.625% Notes due 2023
The EUR 250,000,000.00 3.625% Notes due 2023 (the "Notes") of ACCENTRO Real Estate AG
("ACCENTRO" or the "Issuer" and, together with its consolidated subsidiaries, the "ACCENTRO
Group") will be issued on 13 February 2020 (the "Issue Date") at an issue price of 99.745% of their
principal amount (the "Issue Price").
Unless previously redeemed in whole or in part or purchased and cancelled, the Notes will be redeemed
at their principal amount on 13 February 2023 (the "Maturity Date"). The Notes will bear interest on
their principal amount at the rate of 3.625% per annum from (and including) the Issue Date to (but
excluding) the Maturity Date, payable semi-annually in arrears on 13 February and 13 August of each
year commencing on 13 August 2020.
The Issuer may redeem the Notes at any time by paying a "make-whole" premium and may redeem the
Notes at 100% of their principal amount plus accrued and unpaid interest if certain tax events occur or
if 80% or more of the aggregate principal amount of the Notes have been redeemed by the Issuer. In
addition, each holder of a Note may require the Issuer to redeem such Note at 101% of its principal
amount plus accrued and unpaid interest upon the occurrence of a Change of Control (as defined
herein). See "VIII. Terms and Conditions of the Notes--6 Redemption".
Payments on the Notes will be made in Euros without deduction for or on account of taxes imposed or
levied by Germany unless required by law, in which case a gross-up may apply to the extent described
under "VIIII. Terms and Conditions of the Notes--8 Taxation".
The obligations under the Notes constitute direct, unconditional, unsecured and unsubordinated
obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured
and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under
mandatory provisions of statutory law.
Application has been made to the Luxembourg Stock Exchange (the "LuxSE") in its capacity as
competent authority under Part IV Art. 62 of the Luxembourg Law dated 16 July 2019 relating to
prospectuses for securities (the "Prospectuses Law 2019") and the rules and regulations of the LuxSE
(the "LuxSE Rules") to approve this document as a prospectus. Application has also been made for
the Notes to be admitted to trading on the Euro MTF market (the "Euro MTF Market"), which is a market

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operated by the LuxSE, and listed on the official list of the LuxSE (the "Official List"). The Euro MTF
Market is not a regulated market pursuant to the provisions of the Directive 2014/65/EU. References in
this offering memorandum (the "Offering Memorandum") to Notes being "listed" (and all related
references) shall mean that the Notes have been admitted to trading on the Euro MTF Market and are
listed on the Official List.
The LuxSE assumes no responsibility for the correctness of any of the statements made or opinions
expressed or reports contained in this Offering Memorandum. Admission to trading on the Euro MTF
Market and listing on the Official List of the LuxSE is not to be taken as an indication of the merits of
the Issuer or the Notes. The Issuer accepts responsibility for the information contained in this Offering
Memorandum. To the best knowledge of the Issuer (having taken all reasonable care to ensure that
such is the case), the information contained in this Offering Memorandum is in accordance with the
facts and does not omit anything likely to affect the import of such information.
This Offering Memorandum is available on the Luxembourg Stock Exchange's website
(www.bourse.lu), together with the information incorporated by reference herein. See "I. Incorporation
of certain Documents by Reference".
An investment in the Notes involves certain risks. For a discussion of these risks, see "V. Risk
Factors" on page 35.
IMPORTANT NOTICE
This Offering Memorandum constitutes a prospectus under the Luxembourg Law of 2019 on
Prospectuses for Securities (the "Luxembourg Prospectus Law") but is not a prospectus within the
meaning of article 6 of and for the purpose of Regulation (EU) 2017/1129 of the European Parliament
and of the Council of 14 June 2017, as amended from time to time (the "Prospectus Regulation").
No such prospectus will be approved by the Commission de Surveil ance du Secteur Financier for
the purpose of the listing of the Notes on the Official List of the Luxembourg Stock Exchange and
trading on its Euro MTF Market. This Offering Memorandum may only be used for the purposes for
which it has been published.
The Notes will not be offered to the public in any jurisdiction (including Belgium, Luxembourg,
Germany and France) and are offered by way of a private placement made exclusively to
qualified investors (in France: investisseurs qualifiés) and/or a restricted circle of investors
(in France: cercle restreint d'investisseurs) and/or persons providing investment services
relating to portfolio management for the account of third parties (in France: personnes
fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), as
defined in, and in accordance with, articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, Article 2 lit. e of the Prospectus Regulation and article 5 paragraph 2
of the Luxembourg Prospectus Law. The Notes will not be offered to consumer

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(consument/consommateur) within the meaning of the Belgian Code of Economic Law
(Wetboek van economisch recht/Code de droit économique) in Belgium.
The Notes will be represented by a global note (the "Global Note"), which will be deposited with
Clearstream Banking AG, Frankfurt am Main, Germany ("Clearstream Frankfurt") until the Issuer has
satisfied and discharged all its obligations under the Notes. Definitive Notes and interest coupons will
not be issued.
In connection with the issue of the Notes, Deutsche Bank Aktiengesellschaft (the "Stabilizing
Manager") (or persons acting on behalf of the Stabilizing Manager) may over allot Notes or effect
transactions with a view to supporting the price of the Notes at a level higher than that which might
otherwise prevail. However, stabilization may not necessarily occur. Any stabilization action may begin
at any time after the adequate public disclosure of the terms of the offer of the Notes 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. Such stabilizing or over allotment shall
be in compliance with all laws, directives, regulations and rules of any relevant jurisdiction.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States and
may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons
except in certain transactions exempt from, or not subject to, the registration requirements of the
Securities Act.
Joint Global Coordinators and Bookrunners
Deutsche Bank
ODDO BHF

The date of this Offering Memorandum is 13 February 2020

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RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Offering Memorandum and
declares that, to the best of its knowledge, it has taken all reasonable care to ensure that such is the
case, the information contained in this Offering Memorandum is in accordance with the facts and
contains no omission likely to affect its import.
NOTICE
This Offering Memorandum should be read and understood in conjunction with any supplement(s) and
each of the documents incorporated herein by reference (see "I. Incorporation of certain Documents by
Reference").
The Issuer has confirmed to Deutsche Bank Aktiengesellschaft and ODDO BHF SCA (the "Joint Global
Coordinators and Bookrunners") that this Offering Memorandum contains all information with regard
to the Issuer, the ACCENTRO Group and the Notes which is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer, the ACCENTRO Group and the rights attaching to the Notes which is material in the context
of the issue and offering of the Notes; that the information contained herein with respect to the Issuer,
the ACCENTRO Group and the Notes is accurate and complete in all material respects and is not
misleading for the purpose of this Offering Memorandum; that any opinions and intentions expressed
herein are honestly held and based on reasonable assumptions; that there are no other facts with
respect to the Issuer, the ACCENTRO Group or the Notes, the omission of which would make this
Offering Memorandum as a whole or any of such information or the expression of any such opinions or
intentions misleading; that the Issuer has made all reasonable enquiries to ascertain all facts material
for the purposes aforesaid; that this Offering Memorandum complies with all applicable legal
requirements.
Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of any Notes shall,
under any circumstances, create any implication that the information contained herein concerning the
Issuer is correct as of any time subsequent to the date hereof, or that any other information supplied by
the Issuer in connection with the offering of the Notes is correct as of any time subsequent to the date
indicated in the document containing such information, nor shall it imply that there has been no adverse
change or any event reasonably likely to involve any adverse change in the condition (financial or
otherwise), results of operation, business and prospects of the Issuer since the date of this Offering
Memorandum. Save as required by applicable laws or regulations or the rules of any relevant stock
exchange, or under the terms and conditions relating to the Notes, the Issuer will not provide any
post-issuance information to investors.

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Neither this Offering Memorandum nor any other information supplied in connection with the private
placement of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should
be considered as a recommendation by the Issuer or the Joint Global Coordinators and Bookrunners
that any recipient of this Offering Memorandum or any other information supplied in connection with the
offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes
should make its own independent investigation of the financial condition and affairs of the Issuer, and
its own appraisal of the Issuer's creditworthiness. This Offering Memorandum does not constitute an
offer of Notes or an invitation by or on behalf of the Issuer or the Joint Global Coordinators and
Bookrunners to the public generally to purchase any Notes.
No person is or has been authorised by the Issuer to give any information or to make any
representations other than those contained in or not consistent with this Offering Memorandum or any
other information supplied in connection with the offering of Notes and, if given or made, such
information or representations must not be relied upon as having been authorised by the Issuer.
Neither Joint Global Coordinator and Bookrunner has independently verified this Offering
Memorandum. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by the Joint Global Coordinators and Bookrunners as to the
accuracy and completeness of the information contained or incorporated in this Offering Memorandum
or any other information provided by the Issuer in connection with the offering of Notes.
This Offering Memorandum 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 Offering Memorandum and the offer or sale of Notes may be
restricted by law in certain jurisdictions. The Issuer and the Joint Global Coordinators and Bookrunners
do not represent that this Offering Memorandum 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, no action has been taken by the Issuer or the
Joint Global Coordinators and Bookrunners which is intended to permit a public offering of any Notes
or distribution of this Offering Memorandum in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering
Memorandum 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 Offering Memorandum or any Notes may come must
inform themselves about, and observe, any such restrictions on the distribution of this Offering
Memorandum and the offering and sale of Notes. In particular, there are restrictions on the distribution
of this Offering Memorandum and the offer or sale of Notes in the United States and the EEA (including
the United Kingdom and France), see "XV. Private Placement, 2. Sel ing Restrictions".
The language of this Offering Memorandum is English.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Unless otherwise indicated, the financial information relating to the Issuer and the ACCENTRO Group
for the financial year ended 31 December 2018 and the comparative figures for the financial year ended
31 December 2017 have been taken from the audited consolidated financial statements of the Issuer
as of and for the financial year ended 31 December 2018 (the "2018 Audited Consolidated Financial
Statements"). The financial information relating to the Issuer and the ACCENTRO Group for: (i) the
nine-month period ended 30 September 2018 has been taken from the unaudited interim consolidated
financial statements of the Issuer containing certain condensed consolidated financial information as of
and for the nine month-period ended 30 September 2018 (the "Unaudited Q3 2018 Statements") and
(ii) the nine-month period ended 30 September 2019 has been taken from the unaudited interim
consolidated financial statements of the Issuer containing certain condensed consolidated financial
information as of and for the nine month-period ended 30 September 2019 (the "Unaudited Q3 2019
Statements", and together with the 2018 Audited Consolidated Financial Statements and the
Unaudited Q3 2018 Statements, the "Financial Statements"), each prepared in accordance with
Section 51a of the Exchange Rules (Börsenordnung) for the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse).
The 2018 Audited Consolidated Financial Statements were prepared in accordance with International
Financial Reporting Standards as adopted by the European Union ("IFRS") and the additional
requirements of Section 315a para. 1 of the German Commercial Code (Handelsgesetzbuch, "HGB").
The Unaudited Q3 2018 Statements and the Unaudited Q3 2019 Statements were prepared using IFRS
Guidance.
Where financial information in this Offering Memorandum is labelled "audited", this means that it was
taken from the 2018 Audited Consolidated Financial Statements. The label "unaudited" is used to
indicate financial information that was not taken from the 2018 Audited Consolidated Financial
Statements but was taken from the Unaudited Q3 2018 Statements and the Unaudited Q3 2019
Statements of the Issuer or the operating records of the Issuer.
Certain figures and percentages included in this Offering Memorandum have been subject to rounding
adjustments; accordingly, figures shown in the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
which precede them.
FORWARD-LOOKING STATEMENTS
Some statements in this Offering Memorandum may be deemed to be forward-looking statements.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future

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operations and performance of the Issuer and the ACCENTRO Group and the assumptions underlying
these forward-looking statements. When used in this Offering Memorandum, the words "anticipates",
"estimates", "expects", "believes", "intends", "plans", "aims", "seeks", "may", "will", "should" and any
similar expressions generally identify forward-looking statements. These forward-looking statements
are contained in the sections entitled "Risk Factors" and other sections of this Offering Memorandum.
The Issuer has based these forward-looking statements on the current view of its management with
respect to future events and financial performance. Although the Issuer believes that the expectations,
estimates and projections reflected in its forward-looking statements are reasonable as of the date of
this Offering Memorandum, if one or more of the risks or uncertainties materialise, including those
identified below or which the Issuer has otherwise identified in this Offering Memorandum, or if the
Issuer's underlying assumptions prove to be incomplete or inaccurate, the actual results of operation of
the Issuer or the ACCENTRO Group may vary from those expected, estimated or predicted.
Any forward-looking statements contained in this Offering Memorandum speak only as at the date of
this Offering Memorandum. Without prejudice to any requirements under applicable laws and
regulations, the Issuer expressly disclaims any obligation or undertaking to disseminate after the date
of this Offering Memorandum any updates or revisions to any forward-looking statements contained in
it to reflect any change in expectations or any change in events, conditions or circumstances on which
any such forward-looking statement is based.

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TABLE OF CONTENTS
I.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ................................................ 10
1.
ACCENTRO Group's 2018 Audited Consolidated Financial Statements.......................... 11
2.
ACCENTRO Group's Unaudited Q3 2018 Statements ..................................................... 12
3.
ACCENTRO Group's Unaudited Q3 2019 Statements ..................................................... 13
II.
SUMMARY OF THE ISSUER'S BUSINESS ........................................................................................... 14
1.
Overview ............................................................................................................................ 14
2.
Business Model and Strategy ............................................................................................ 14
3.
Inventory Portfolio .............................................................................................................. 15
4.
Outlook .............................................................................................................................. 18
5.
Overview of the Corporate and Financing Structure ......................................................... 18
6.
Shareholder structure ........................................................................................................ 19
7.
Tender Offer ...................................................................................................................... 20
III.
SUMMARY OF THE NOTES TO BE LISTED ....................................................................................... 21
IV.
SUMMARY OF FINANCIAL INFORMATION OF THE ISSUER ...................................................... 26
1.
Consolidated Balance Sheet ............................................................................................. 27
2.
Consolidated Income Statement ....................................................................................... 28
3.
Consolidated Cash Flow Statement .................................................................................. 29
4.
Selected KPIs and Non-IFRS Measures ........................................................................... 31
V.
RISK FACTORS ......................................................................................................................................... 33
1.
Market-related risk factors ................................................................................................. 33
2.
Business-related risk factors ............................................................................................. 37
3.
Regulatory, Legal and Tax-related risk factors .................................................................. 51
4.
Risk factors relating to Notes ............................................................................................. 60
5.
Risk factors relating to shareholder structure .................................................................... 68
VI.
USE OF PROCEEDS .................................................................................................................................. 70
VII.
DIRECTORS AND OFFICERS OF THE ISSUER ................................................................................. 71
VIII.
TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 72
1.
Currency, Denomination, Form ......................................................................................... 72
2.
Status ................................................................................................................................. 72
3.
Negative Pledge ................................................................................................................ 73
4.
Interest ............................................................................................................................... 74
5.
Payments ........................................................................................................................... 75
6.
Redemption ....................................................................................................................... 76
7.
Paying Agent ..................................................................................................................... 79
8.
Taxation ............................................................................................................................. 80
9.
Presentation Period, Prescription ...................................................................................... 82
10.
Events of Default ............................................................................................................... 83
11.
Covenants .......................................................................................................................... 84
12.
Further Issues, Purchases and Cancellation ..................................................................... 87
13.
Amendments of the Terms and Conditions by Resolutions of Holders, Joint
Representative................................................................................................................... 87
14.
Notices ............................................................................................................................... 89
15.
Definitions .......................................................................................................................... 89
16.
Governing Law, Place of Performance and Place of Jurisdiction, Enforcement ............... 95

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IX.
CLEARANCE AND SETTLEMENT ........................................................................................................ 96
X.
GERMAN TAXATION .............................................................................................................................. 97
1.
Income Tax ........................................................................................................................ 97
2.
Inheritance and Gift Tax .................................................................................................. 100
3.
Other Taxes ..................................................................................................................... 100
XI.
LUXEMBOURG TAXATION ................................................................................................................. 101
XII.
FRENCH TAXATION .............................................................................................................................. 106
1.
Personal and Corporate Income Tax............................................................................... 106
2.
Inheritance and Gift Tax .................................................................................................. 108
3.
Other Taxes ..................................................................................................................... 109
XIII.
BELGIAN TAXATION ............................................................................................................................ 110
1.
Belgian Income Tax ......................................................................................................... 110
2.
Belgian Tax on Stock Exchange Transactions ................................................................ 112
XIV.
PRIVATE PLACEMENT ......................................................................................................................... 114
1.
Placement of the Notes ................................................................................................... 114
2.
Selling Restrictions .......................................................................................................... 115
XV.
INDEPENDENT AUDITORS .................................................................................................................. 118
XVI.
GENERAL INFORMATION ................................................................................................................... 119

I.
Incorporation of certain Documents by Reference
Certain information from the documents listed below is incorporated by reference in this Offering
Memorandum:
1.
ACCENTRO Group's 2018 Audited Consolidated Financial Statements;
2.
ACCENTRO Group's Unaudited Q3 2018 Statements;
3.
ACCENTRO Group's Unaudited Q3 2019 Statements;
4.
the current articles of association of ACCENTRO (the "Articles of Association");
5.
all press releases of ACCENTRO Group between 30 September 2019 and the date
of this Offering Memorandum relating to the acquisition or the sale of real estate; and
6.
all adhoc releases of ACCENTRO released between 31 December 2018 and the
date of this Offering Memorandum (excluding those related to the issuance of the
Notes and the Tender Offer), i.e. the following adhoc releases:
-
adhoc release dated 6 February 2019 on preliminary figures for the 2018 financial year for
the ACCENTRO Group;
-
adhoc release dated 20 September 2019 on the purchase of a real estate portfolio in south-
east Bavaria; and
-
adhoc release dated 17 December 2019 on the sale of a residential property in
Blankenfelde-Mahlow, Brandenburg.
These documents are available at the Issuer's website (https://www.accentro.ag/en/).
All documents referred to shall be deemed to be incorporated by reference in this Offering Memorandum
and to be a part hereof from the date of publication of this Offering Memorandum.
Any statement contained in this Offering Memorandum or in a document that is incorporated by
reference herein will be deemed to be modified or superseded for purposes of this Offering
Memorandum to the extent that a statement contained herein or in any other subsequently filed
document that is also incorporated by reference herein modifies or supersedes such statement. The
modifying or superseding statement need not state that it has modified or superseded a prior statement
or include any other information set forth in the document that it modifies or supersedes. The making
of a modifying or superseding statement will not be deemed an admission for any purposes that the
modified or superseded statement, when made, constituted a misrepresentation, an untrue statement
of a material fact or an omission to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances in which it was made. Any such