Obligation Unibail-Rodamco-Westfield 1.375% ( FR0014003MI6 ) en EUR

Unibail-Rodamco-Westfield

100 % ⇌

France

FR0014003MI6 ( en EUR )

1.375% par an ( paiement annuel )

25/05/2033 - Obligation échue

Prospectus brochure de l'obligation UNIBAIL RODAMCO SE FR0014003MI6 en EUR 1.375%, échue

100 000 EUR

600 000 000 EUR

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 UNIBAIL RODAMCO SE (FR0014003MI6), émise en France pour un montant total de 600 000 000 EUR, avec un taux d'intérêt de 1,375%, une taille minimale d'achat de 100 000 EUR et une maturité au 25/05/2033, a été remboursée à son échéance à 100% de sa valeur nominale.

W&C Draft 20 May 2021

FINAL TERMS
PROHIBITION OF SALES TO EEA 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"). 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 (as amended, "MiFID II"); or (i ) a customer within the meaning of Directive 2016/97/EU (as
amended), 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
(as amended, the "PRIIPs Regulation") for offering or sel ing the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or sel ing the Notes or
otherwise making them available to retail investors in the EEA may be unlawful under the PRIIPs
Regulation.
PROHIBITION OF SALES TO 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 United Kingdom. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
or (i ) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
(the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no
key information document required by Regulation (EU) No 1286/2014 as it forms part of United Kingdom
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or sel ing the Notes or
otherwise making them available to retail investors in the United Kingdom has been prepared and therefore
offering or sel ing the Notes or otherwise making them available to any retail investor in the United
Kingdom may be unlawful under the UK PRIIPs Regulation.
EU 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 (i ) al channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, sel ing 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.

1

EMEA 126174000

20 May 2021
UNIBAIL-RODAMCO-WESTFIELD SE
Legal Entity Identifier (LEI) : 969500SHQITWXSIS7N89
Issue of EUR 600,000,000 1.375 per cent. Notes due 25 May 2033
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 shal 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, the first
supplement to the Base Prospectus dated 23 November 2020 which received approval no. 20-566 from the AMF
on 23 November 2020, the second supplement to the Base Prospectus dated 6 April 2021 which received approval
no. 21-094 on 6 April 2021 and the third supplement to the Base Prospectus dated 5 May 2021 which received
approval no. 21-131 on 5 May 2021, 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. Ful 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.
1
(i)
Series Number:
131

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

(i)
Series:
EUR 600,000,000

(ii)
Tranche:
EUR 600,000,000
4
Issue Price:
99.267 per cent. of the Aggregate Nominal Amount.
5
Specified Denominations:
EUR 100,000
6
(i)
Issue Date:
25 May 2021

(ii)
Interest Commencement Date: Issue Date
7
Maturity Date:
25 May 2033
8
Interest Basis:
1.375 % Fixed Rate
(see paragraph 12 below)
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EMEA 126174000

9
Change of Interest Basis:
Not Applicable
10
Put/Cal Options:
Issuer Cal
Clean-up Cal
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 8
December 2020
Guarantors:
Unibail-Rodamco-Westfield N.V. management board: 8
December 2020
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: 11 May 2021

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

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

(ii)
Interest Payment Date(s):
25 May in each year commencing on 25 May 2022

(iii)
Fixed Coupon Amount(s):
EUR 1,375.00 per Specified Denomination

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

(v)
Determination Dates:
25 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 fal s three
months prior to but excluding the Maturity Date.
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EMEA 126174000

(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:
0.00 % Bundesobligationen of the Bundesrepublik
Deutschland (Bund) due 15 February 2031 with ISIN:
DE0001102531

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

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

(vi)
Quotation Agent:
Crédit Agricole Corporate and Investment Bank
Contact: [email protected]

(vii)
Reference Dealers:
As per Conditions
17
Clean-up Call Option:
Applicable

(i)
Minimum Percentage:
25 per cent.

(ii)
Clean-up Cal 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 cancel ation or early redemption,
Note:
the Notes wil 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:

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EMEA 126174000

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 de 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 wil be governed by, and shal
be construed in accordance with, French law
27
Exclusion of the possibility to request Applicable
identification information of the
Noteholders as provided by
Condition 1(a)(i) of the French Law
Notes:

5

EMEA 126174000

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

By:
............................................
Duly authorised

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

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

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

6

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

By:
............................................
Duly authorised

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

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

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

6

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

By:
............................................
Duly authorised

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

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

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

6

Signed on behalf of URW America Inc. as Guarantor:
Signed on behalf of WEA Finance LLC as
Guarantor:

By: Westfield America Limited Partnership,
By:
............................................
a Delaware limited partnership,
its managing member
Name: Aline Taireh

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

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

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

By:
Attorney
Name: Fabrice Mouchel
By:
Title: Attorney
Attorney

Name: Fabrice Mouchel
Title: Attorney
Attest:

Attest:

Witness

Witness
________________________________

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

7