Obligation Unibail-Rodamco-Westfield 0.625% ( FR0014000UC8 ) en EUR

Unibail-Rodamco-Westfield

100 % ⇌

France

FR0014000UC8 ( en EUR )

0.625% par an ( paiement annuel )

04/05/2027

Prospectus brochure de l'obligation UNIBAIL RODAMCO SE FR0014000UC8 en EUR 0.625%, échéance 04/05/2027

04/05/2026 ( Dans 84 jours )

Unibail-Rodamco-Westfield SE est une société immobilière cotée en bourse spécialisée dans la conception, le développement et la gestion de grands centres commerciaux et de propriétés de bureaux haut de gamme en Europe et aux États-Unis.

L'Obligation émise par Unibail-Rodamco-Westfield ( France ) , en EUR, avec le code ISIN FR0014000UC8, paye un coupon de 0.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/05/2027

Execution version

FINAL TERMS
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA") or in the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive (EU)
2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA
or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to
retail investors in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines
published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes are
eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended,
"MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the manufacturers' target market assessment) and determining appropriate distribution channels.
2 December 2020
UNIBAIL-RODAMCO-WESTFIELD SE
Legal Entity Identifier (LEI): 969500SHQITWXSIS7N89
Issue of EUR 1,000,000,000 0.625 per cent. Notes due 4 May 2027
Guaranteed by Unibail-Rodamco-Westfield N.V., URW America Inc., WCL Finance Pty Limited, WEA
Finance LLC, Westfield America Trust, Westfield Corporation Limited, Westfield UK & Europe Finance
plc and WFD Trust
Under the EURO 20,000,000,000
Guaranteed Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the
heading "Terms and Conditions of the French Law Notes" in the Base Prospectus dated 5 August 2020 which
received approval no. 20-380 from the Autorité des marchés financiers (the "AMF") on 5 August 2020 and the
first supplement to the Base Prospectus dated 23 November 2020 which received approval no. 20-566 from AMF
on 23 November 2020, which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129
(the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the
purposes of the Prospectus Regulation and must be read in conjunction with such Base Prospectus as so
supplemented. Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the
basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus
and the supplement to the Base Prospectus are available for viewing on the website of the Issuer (www.urw.com)
and copies may be obtained from 7 Place du Chancelier Adenauer, CS 31622, 75772 Paris Cedex 16, France and
BNP Paribas Securities Services, 3-5-7 rue du Général Compans, 93500 Pantin, France.

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EMEA 129286256

1
(i)
Series Number:
128

(ii)
Tranche Number:
1
2
Specified Currency or Currencies:
Euro ("EUR")
3
Aggregate Nominal Amount:

(i)
Series:
EUR 1,000,000,000

(ii)
Tranche:
EUR 1,000,000,000
4
Issue Price:
99.239 per cent. of the Aggregate Nominal Amount.
5
Specified Denominations:
EUR 100,000
6
(i)
Issue Date:
4 December 2020

(ii)
Interest Commencement Date:
Issue Date
7
Maturity Date:
4 May 2027
8
Interest Basis:
0.625% Fixed Rate
(see paragraph 12 below)
9
Change of Interest Basis:
Not Applicable
10
Put/Call Options:
Issuer Call
Clean-up Call
Make-whole Redemption
(See paragraphs 15, 16 and 17 below)
11
Date of Board approval for issuance of Issuer:
Notes and Guarantees obtained:
Unibail-Rodamco-Westfield SE management board:
10 December 2019
Guarantors:
Unibail-Rodamco-Westfield N.V. management board: 10
December 2019
URW America: 15 May 2020
WEA Finance LLC: 15 May 2020
WCL Finance Pty Limited: 24 July 2020
Westfield America Trust: 24 July 2020
Westfield Corporation Limited: 24 July 2020
WFD Trust: 24 July 2020
Westfield UK & Europe Finance plc: 25 July 2019 and 1
October 2020

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EMEA 129286256

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12
Fixed Rate Note Provisions:
Applicable

(i)
Rate of Interest:
0.625 per cent. per annum payable annually in arrear on each
Interest Payment Date up to and including the Maturity Date.

(ii)
Interest Payment Dates:
4 May in each year commencing on 4 May 2021. There will
be a short first coupon in respect of the period commencing
on, and including, the Issue Date to, but excluding, the first
Interest Payment Date falling on 4 May 2021.

(iii)
Fixed Coupon Amount:
EUR 625.00 per Specified Denomination

(iv)
Broken Amount:
EUR 258.56 per Specified Denomination payable on the
Interest Payment Date falling on 4 May 2021

(v)
Day Count Fraction:
Actual/Actual-ICMA

(vi)
Determination Dates:
4 May in each year
13
Floating Rate Note Provisions:
Not Applicable
14
Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
15
Call Option:
Applicable

(i)
Optional Redemption Date(s):
At any time from and including the date which falls three
months prior to but excluding the Maturity Date.

(ii)
Optional Redemption
EUR 100,000 per Specified Denomination
Amount(s) of each Note:

(iii)
If redeemable in part:
Not Applicable

(iv)
Notice period:
As per Conditions
16
Make-whole Redemption by the Applicable
Issuer:

(i)
Notice period:
As per Condition 5(d)

(ii)
Parties to be notified (if other Not Applicable
than set out in Condition 5(d) of
the French Law Conditions):

(iii)
Reference Bond:
0.25% Bundesobligationen of the Bundesrepublik
Deutschland (Bund) due 15 February 2027 with ISIN:
DE0001102416

(iv)
Make-whole Margin:
0.25 per cent. per annum

(v)
Make-whole Calculation
Aether Financial Services
Agent:

(vi)
Quotation Agent:
BNP Paribas

(vii)
Reference Dealers:
As per Conditions

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EMEA 129286256

17
Clean-up Call Option:
Applicable

(i)
Minimum Percentage:
25 per cent.

(ii)
Clean-up Call Amount:
EUR 100,000 per Specified Denomination

(iii)
Notice period:
As per Conditions
18
Put Option:
Not Applicable
19
Final Redemption Amount of each Subject to any purchase and cancellation or early redemption,
Note:
the Notes will be redeemed on the Maturity Date at 100 per
cent. of their nominal amount
20
Early Redemption Amount:

(i)
Early Redemption Amount(s) EUR 100,000 per Specified Denomination
payable on redemption for
taxation reasons or on event of
default:

(ii)
Redemption for taxation
Yes
reasons permitted on days other
than Interest Payment Dates:

(iii)
Unmatured Coupons to become Not Applicable
void upon early redemption:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
21
Form of Notes:
Dematerialised Notes
Bearer form (au porteur)
22
Financial Centre(s):
Not Applicable
23
Talons for future Coupons or Receipts Not Applicable
to be attached to Definitive Notes (and
dates on which such Talons mature):
24
Details relating to Instalment Notes:
Not Applicable
25
Masse (Condition 10 of the Terms Condition 10 applies.
and Conditions of the French Law
Notes):

(i)
Representative:
Aether Financial Services
36 rue du Monceau
75008 Paris
France

(ii)
Remuneration of
EUR 400 per annum
Representative:
26
Governing law:
The Notes and any non-contractual obligations arising out of
or in connection with the Notes will be governed by, and shall
be construed in accordance with, French law
27
Exclusion of the possibility to request Applicable
identification information of the
Noteholders as provided by

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EMEA 129286256

Condition 1(a)(i) of the French Law
Notes:

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EMEA 129286256

Signed on behalf of Unibail-Rodamco-Westfield SE as Issuer:

By:
............................................
Name: Jaap Tonckens
Duly authorised

Signed for acknowledgment on behalf of Unibail-Rodamco-Westfield N.V. (formerly WFD Unibail-Rodamco
N.V.) as Guarantor:

....................................

.......................................
Name: Dominic Lowe Name: Gerard L.W. Sieben
Title: MB member / President US Title: MB Member / CFO

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EMEA 129286256

Signed on behalf of Unibail-Rodamco-Westfield SE as Issuer:

By:
............................................
Name: Jaap Tonckens
Duly authorised

Signed for acknowledgment on behalf of Unibail-Rodamco-Westfield N.V. (formerly WFD Unibail-Rodamco
N.V.) as Guarantor:

....................................

.......................................
Name: Dominic Lowe Name: Gerard L.W. Sieben
Title: MB member / President US Title: MB Member / CFO

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EMEA 129286256

Signed on behalf of URW America Inc. as Signed on behalf of WEA Finance LLC as Guarantor:
Guarantor:
By: Westfield America Limited Partnership,

a Delaware limited partnership,
its managing member
By:
............................................

Name: Aline Taireh
By: Westfield U.S. Holdings, LLC,
a Delaware limited liability company,
Title: Secretary
its managing general partner

Duly authorised
By: ________________________
Name: Aline Taireh
Title: Executive President / General
Counsel / Secretary

Signed on behalf of WCL Finance Pty Limited as Westfield America Management Limited as trustee of
Guarantor by its attorney under power of WFD Trust as Guarantor, by its attorney under power of
attorney. By executing these Final Terms the attorney. By executing these Final Terms, the attorney
attorney below certifies that it has not received below certified that it has not received notification of the
notification of the revocation of such power of revocation of such power of attorney.
attorney:
By:
By:
Attorney
Attorney
Name: Jaap Tonckens
Name: Jaap Tonckens
Title: Attorney
Title: Attorney

Attest:
Attest:

Witness

Witness
________________________________

Print Name
________________________________

Print Name

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EMEA 129286256

Signed on behalf of URW America Inc. as Signed on behalf of WEA Finance LLC as Guarantor:
Guarantor:
By: Westfield America Limited Partnership,

a Delaware limited partnership,
its managing member
By:
............................................

Name: Aline Taireh
By: Westfield U.S. Holdings, LLC,
a Delaware limited liability company,
Title: Secretary
its managing general partner

Duly authorised
By: ________________________
Name: Aline Taireh
Title: Executive President / General
Counsel / Secretary

Signed on behalf of WCL Finance Pty Limited as Westfield America Management Limited as trustee of
Guarantor by its attorney under power of WFD Trust as Guarantor, by its attorney under power of
attorney. By executing these Final Terms the attorney. By executing these Final Terms, the attorney
attorney below certifies that it has not received below certified that it has not received notification of the
notification of the revocation of such power of revocation of such power of attorney.
attorney:
By:
By:
Attorney
Attorney
Name: Jaap Tonckens
Name: Jaap Tonckens
Title: Attorney
Title: Attorney

Attest:
Attest:

Witness

Witness
________________________________

Print Name
________________________________

Print Name
Charles-Hubert Du Tieu Hat
Charles-Hubert Du Tieu Hat

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EMEA 129286256