Obligation Unibail-Rodamco-Westfield 4.125% ( FR001400MLN4 ) en EUR

Unibail-Rodamco-Westfield

100 % ⇌

France

FR001400MLN4 ( en EUR )

4.125% par an ( paiement annuel )

11/12/2030

Prospectus brochure de l'obligation UNIBAIL RODAMCO SE FR001400MLN4 en EUR 4.125%, échéance 11/12/2030

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11/12/2026 ( Dans 305 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.

Unibail-Rodamco SE, émetteur de cette obligation, est une société immobilière cotée en bourse, leader mondial dans le secteur des centres commerciaux, des immeubles de bureaux et des centres de convention et d'exposition, qui a émis une obligation de type dette d'entreprise sous le code ISIN FR001400MLN4 en France, libellée en euros, offrant un taux d'intérêt annuel de 4,125% avec une fréquence de paiement unique par an, dont la maturité est fixée au 11 décembre 2030 et qui se négocie actuellement à 100% de sa valeur nominale sur le marché.

Execution Version
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 ("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 "EU PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
retail investors in the EEA may be unlawful under the EU 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 domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) 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 domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful
under the UK 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
19 of the Guidelines published by ESMA on 3 August 2023 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.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET ASSESSMENT Solely for the
purposes of the 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 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU
non-legislative materials"), has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the EUWA ("UK MiFIR"); and (ii) all channels for distribution to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes
(a "distributor") should take into consideration the manufacturer's target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels.
1

7 December 2023
UNIBAIL-RODAMCO-WESTFIELD SE
(LEI 969500SHQITWXSIS7N89)
Issue of EUR 750,000,000 4.125 per cent. Green Bonds due 11 December 2030
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 Notes" in the Base Prospectus dated 1 August 2023 which received approval
no. 23-339 from the Autorité des marchés financiers (the "AMF") on 1 August 2023 and the supplement to the
Base Prospectus dated 29 November 2023 which received approval no. 23-496 from the AMF on 29 November
2023, which together constitute a base prospectus (the "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 in order to obtain all the relevant information. The Base Prospectus and the supplement to the
Base Prospectus are available for viewing at 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, Les Grands
Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin, France.
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(i)
Series Number:
132
(ii)
Tranche Number:
1
2
Specified Currency or Currencies:
Euro ("EUR")
3
Aggregate Nominal Amount:
(i)
Series:
EUR 750,000,000
(ii)
Tranche:
EUR 750,000,000
4
Issue Price:
99.393 per cent. of the Aggregate Nominal Amount.
5
Specified Denominations:
EUR 100,000
6
(i)
Issue Date:
11 December 2023
(ii)
Interest Commencement Date:
Issue Date
7
Maturity Date:
11 December 2030
8
Interest Basis:
4.125 per cent. Fixed Rate
(see paragraph 12 below)
9
Change of Interest Basis:
Not Applicable
10
Put/Call Options:
Issuer Call
2

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: 7
December 2022 and 6 December 2023
Guarantors:
Unibail-Rodamco-Westfield N.V. management board: 5
December 2022
URW America: 28 July 2023
WEA Finance LLC: 28 July 2023
WCL Finance Pty Limited: 18 July 2023
Westfield America Trust: 18 July 2023
Westfield Corporation Limited: 18 July 2023
WFD Trust: 18 July 2023
Westfield UK & Europe Finance plc: 1 December 2023
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
4.125 per cent. per annum payable annually in arrear on each
Interest Payment Date up to and including the Maturity Date
(ii)
Interest Payment Date(s):
11 December in each year commencing on 11 December 2024
(iii)
Fixed Coupon Amount(s):
EUR 4,125 per Specified Denomination
(iv)
Day Count Fraction:
Actual/Actual-ICMA
(v)
Determination Dates:
11 December 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:
3

(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 Conditions):
(iii)
Reference Bond:
2.4% Bundesobligationen of the Bundesrepublik Deutschland
(Bund) due 15 November 2030 with ISIN: DE
DE000BU27006
(iv)
Make-whole Margin:
0.30 per cent. per annum
(v)
Make-whole Calculation
Aether Financial Services
Agent:
(vi)
Quotation Agent:
Société Générale
(vii)
Reference Dealers:
As per Conditions
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:
4

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 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
Condition 1(a)(i) of the French Law
Notes:
5

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 / Chief Operating Officer 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 Pty Limited as
Guarantor by its attorney under power of attorney. By trustee of WFD TRUST as Guarantor, by its
executing these Final Terms the attorney below certifies attorney under power of attorney. By executing
that it has not received notification of the revocation of these Final Terms, the attorney below certified
such power of attorney:
that it has not received notification of the
revocation of such power of attorney.
By:
By:
Attorney
Attorney
Name: Fabrice Mouchel
Name: Fabrice Mouchel
Title: Attorney
Title: Attorney
Attest:
Attest:
Witness
Witness
________________________________
________________________________
Print Name
Print Name
7