Obligation Accentro Real Estate 3.75% ( DE000A2G87E2 ) en EUR

Accentro Real Estate

100 % ⇌

Allemagne

DE000A2G87E2 ( en EUR )

3.75% par an ( paiement annuel )

26/01/2021 - Obligation échue

Prospectus brochure de l'obligation Accentro Real Estate DE000A2G87E2 en EUR 3.75%, échue

100 000 EUR

100 000 000 EUR

L'Obligation émise par Accentro Real Estate ( Allemagne ) , en EUR, avec le code ISIN DE000A2G87E2, paye un coupon de 3.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/01/2021

ACCENTRO Real Estate AG

(Berlin, Federal Republic of Germany ("Germany"))

EUR 100,000,000.00 3.75% Notes due 2021

The EUR 100,000,000.00 3.75% Notes due 2021 (the "Notes") of ACCENTRO Real Estate AG
("ACCENTRO" or the "Issuer" and, together with its consolidated subsidiaries, the
"ACCENTRO Group") will be issued on 26 January 2018 (the "Issue Date") at an issue price of 100%
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 26 January 2021 (the "Maturity Date"). The Notes will bear interest on their
principal amount at the rate of 3.75% per annum from (and including) the Issue Date to (but excluding)
the Maturity Date, payable semi-annually in arrears on 26 January and 26 July of each year commencing
on 26 July 2018.

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 IX. Terms and Conditions of the Notes, § 6 Redemption.

Payments on the Notes wil 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 IX. 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 of the Luxembourg Law dated 10 July 2005 relating to prospectuses
for securities, as amended (the "Prospectuses Law 2005") 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
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 2004/39/EC. References in

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this prospectus (the "Prospectus") to Notes being "listed" (and all related references) shal 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 Prospectus. 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 Prospectus. To the best
knowledge of the Issuer (having taken al 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.

This Prospectus 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 VI. Risk
Factors on page 35.

IMPORTANT NOTICE
This Prospectus constitutes a prospectus under the Luxembourg Law of 10 July 2005 on Prospectuses
for Securities, as amended (the "Luxembourg Prospectus Law") but is not a prospectus within the
meaning of article 5.3 of and for the purpose of Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 and not within the meaning of article 6.3 of and for the purpose of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, each as
amended from time to time. No such prospectus wil be approved by the Commission de Surveillance
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 Prospectus may only be used for the
purposes for what it has been published.

The Notes will not be offered to the public in any jurisdiction (including 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,
section 3 paragraph 2 German Securities Prospectus Act (Wertpapierprospektgesetz) and article
5 paragraph 2 of the Luxembourg Prospectus Law.

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 al its obligations under the Notes. Definitive Notes and interest coupons wil
not be issued.

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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.

Global Coordinator and Bookrunner
ODDO BHF

24 January 2018

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RESPONSIBILITY STATEMENT

The Issuer accepts responsibility for the information contained in this Prospectus 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 Prospectus is in accordance with the facts and contains no omission likely to affect its
import.

NOTICE

This Prospectus 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 ODDO BHF SCA (the "Global Coordinator and Bookrunner") that this
Prospectus contains al 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 Prospectus;
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 Prospectus 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 Prospectus complies with
all applicable legal requirements.

Neither the delivery of this Prospectus 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 Prospectus. 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.

Neither this Prospectus 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 Global Coordinator and Bookrunner that any recipient of this
Prospectus 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

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Issuer's creditworthiness. This Prospectus does not constitute an offer of Notes or an invitation by or on
behalf of the Issuer or the Global Coordinator and Bookrunner 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 Prospectus 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.

The Global Coordinator and Bookrunner has not independently verified this Prospectus. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Global Coordinator and Bookrunner as to the accuracy and completeness of the
information contained or incorporated in this Prospectus or any other information provided by the Issuer
in connection with the offering of Notes.

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 Issuer and the Global Coordinator and Bookrunner 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 no action has been taken by the Issuer or the Global Coordinator and Bookrunner which is
intended to permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction
where action for that purpose is required. 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 and the EEA (including the United
Kingdom and France), see XV. Private Placement, 2. Selling Restrictions.

The language of this Prospectus is English.

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 2016 and the comparative figures for the financial year ended
31 December 2015 have been taken from the audited consolidated financial statements of the Issuer as
of and for the financial year ended 31 December 2016 (the "2016 Audited Consolidated Financial

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Statements"). The financial information relating to the Issuer and the ACCENTRO Group for the nine-
month period ended 30 September 2017 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 2017 (the "Unaudited Q3 2017 Statements"),
prepared in accordance with Section 51a of the Exchange Rules (Börsenordnung) for the Frankfurt
Stock Exchange (Frankfurter Wertpapierbörse).

The 2016 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 2017 Statements were prepared using IFRS Guidance.

Where financial information in this Prospectus is labelled "audited", this means that it was taken from
the 2016 Audited Consolidated Financial Statements. The label "unaudited" is used to indicate financial
information that was not taken from the 2016 Audited Consolidated Financial Statements but was taken
from the Unaudited Q3 2017 Statements of the Issuer.

Certain figures and percentages included in this Prospectus 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 Prospectus may be deemed to be forward looking statements. Forward looking
statements include statements concerning plans, objectives, goals, strategies, future operations and
performance of the Issuer and the ACCENTRO Group and the assumptions underlying these forward
looking statements. When used in this Prospectus, 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 Prospectus. 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 Prospectus, if one or
more of the risks or uncertainties materialise, including those identified below or which the Issuer has
otherwise identified in this Prospectus, 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 Prospectus speak only as at the date of this
Prospectus. 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 Prospectus any
updates or revisions to any forward looking statements contained in it to reflect any change in

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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 2016 Audited Consolidated Financial Statements ............... 11
2.
ACCENTRO Group's Unaudited Q3 2017 Statements .......................................... 12
II.
SUMMARY OF THE ISSUER'S BUSINESS ......................................................................... 13
III.
SUMMARY OF THE NOTES TO BE LISTED ....................................................................... 17
IV.
SUMMARY OF THE 2016 AUDITED CONSOLIDATED FINANCIAL STATEMENTS (IFRS)

22
1.
Consolidated Balance Sheet .................................................................................. 22
2.
Consolidated Income Statement ............................................................................ 24
3.
Consolidated Cash Flow Statement ....................................................................... 27
V.
SUMMARY OF THE UNAUDITED Q3 2017 STATEMENTS (IFRS) .................................... 30
1.
Consolidated Balance Sheet .................................................................................. 30
2.
Consolidated Income Statement ............................................................................ 32
3.
Consolidated Cash Flow Statement ....................................................................... 33
VI.
RISK FACTORS .................................................................................................................... 36
1.
Market-related risk factors ...................................................................................... 36
2.
Business-related risk factors .................................................................................. 39
a)
Business risk ........................................................................................................... 39
b)
Financing, liquidity an interest risk factors .............................................................. 46
3.
Regulatory and Legal-related risk factors ............................................................... 48
4.
Risk factors relating to Notes .................................................................................. 51
5.
Risk factors relating to Shareholder structure ........................................................ 56
VII.
USE OF PROCEEDS ............................................................................................................. 57
VIII.
DIRECTORS AND OFFICERS OF THE ISSUER ................................................................. 58
IX.
TERMS AND CONDITIONS OF THE NOTES (THE "TERMS AND CONDITIONS") .......... 59
X.
CLEARANCE AND SETTLEMENT ....................................................................................... 84
XI.
GERMAN TAXATION ............................................................................................................ 85
1.
Income Tax ............................................................................................................. 85
2.
Inheritance and Gift Tax ......................................................................................... 87
3.
Other Taxes ............................................................................................................ 88
XII.
LUXEMBOURG TAXATION .................................................................................................. 89
XIII.
FRENCH TAXATION ............................................................................................................. 93
1.
Personal and Corporate Income Tax ...................................................................... 93
2.
Inheritance and Gift Tax ......................................................................................... 95
3.
EU Savings Directive .............................................................................................. 95
4.
Other Taxes ............................................................................................................ 96
XIV.
BELGIAN TAXATION ............................................................................................................ 97
1.
Belgian Income Tax ................................................................................................ 97

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2.
Belgian Tax on Stock Exchange Transactions ....................................................... 99
XV.
PRIVATE PLACEMENT ...................................................................................................... 101
1.
Placement of the Notes ........................................................................................ 101
2.
Selling Restrictions ............................................................................................... 101
XVI.
INDEPENDENT AUDITORS ............................................................................................... 105
XVII.
GENERAL INFORMATION ................................................................................................. 106

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I.
Incorporation of certain Documents by Reference

Certain information from the documents listed below is incorporated by reference in this Prospectus:

1.
ACCENTRO Group's 2016 Audited Consolidated Financial Statements,
2.
ACCENTRO Group's Unaudited Q3 2017 Statements,
3.
the current articles of association of ACCENTRO (the "Articles of Association"),
4.
all press releases of ACCENTRO Group between 30 September 2017 and the date of this
Prospectus relating to the acquisition or the sale of real estate and
5.
al ad-hoc releases of ACCENTRO released between 31 December 2016 and the date of this
Prospectus (excluding those related to the issuance of the Notes), i.e. the following ad-hoc
releases:

-
ad-hoc release dated 9 January 2017 on raising of the profit forecast for 2016,

-
ad-hoc release dated 31 March 2017 on the premature termination of the corporate bond
2013 / 2018,

-
ad-hoc release dated 4 October 2017 on the sale of a real estate portfolio in Berlin,

-
ad-hoc release dated 20 October 2017 on the acquisition offer for ACCENTRO,

-
ad-hoc release dated 22 December 2017 on the purchase of a real estate portfolio in
central location in Berlin and

-
ad-hoc release dated 22 January 2018 on the sale by ACCENTRO of 75% of the shares
in ACCENTRO Gehrensee GmbH.

This Prospectus is qualified in its entirety by the more detailed information contained in these statements
that are published on the Issuer's website (www.accentro.ag/en/investor-relations/financial-reports).

All documents referred to shall be deemed to be incorporated by reference in this Prospectus and to be
a part hereof from the date of publication of this Prospectus.

Any statements contained in this Prospectus or in a document incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained in this Prospectus or in the respective document or in any other subsequently
published document which also is incorporated by reference in this Prospectus modifies or replaces
such statement. Any statements so modified or superseded shall not be deemed except as so modified
and superseded, to constitute a part of this Prospectus.

The table below sets out the relevant page references for the information incorporated into this
Prospectus by reference.