Obligation Unibail-Rodamco SE 4.375% ( XS0202045679 ) en EUR

Unibail-Rodamco SE

100.17 % ▲

France

XS0202045679 ( en EUR )

4.375% par an ( paiement annuel )

01/10/2014 - Obligation échue

Prospectus brochure de l'obligation Unibail-Rodamco SE XS0202045679 en EUR 4.375%, échue

1 000 EUR

500 000 000 EUR

L'Obligation émise par Unibail-Rodamco SE ( France ) , en EUR, avec le code ISIN XS0202045679, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/10/2014

OFFERING CIRCULAR
Dated: 14 September 2004
RODAMCO EUROPE FINANCE B.V.
(incorporated in The Netherlands with limited liability)
RODAMCO SVERIGE AB
(incorporated in the Kingdom of Sweden with limited liability)
m2,000,000,000
Guaranteed Euro Medium Term Note Programme
Guaranteed by
RODAMCO EUROPE N.V.
(incorporated in The Netherlands as a public limited company)
Under the Guaranteed Euro Medium Term Note Programme described in this Offering Circular (the ``Programme''),
Rodamco Europe Finance B.V. (``Rodamco Europe Finance'') and Rodamco Sverige AB (``Rodamco Sverige'' and,
together with Rodamco Europe Finance, the ``Issuers'' and each, in relation to Notes issued by it, an ``Issuer''),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue Guaranteed
Euro Medium Term Notes guaranteed by Rodamco Europe N.V. (the ``Guarantor'') (the ``Notes''). The aggregate
nominal amount of Notes outstanding will not at any time exceed k2,000,000,000 (or the equivalent in other
currencies).
Application has been made to list the Notes to be issued under the Programme on the Luxembourg Stock Exchange. In
relation to Notes listed on the Luxembourg Stock Exchange, this Offering Circular is valid for a period of one year
from the date hereof. Unlisted Notes may also be issued pursuant to the Programme. The relevant Pricing
Supplement (as de¢ned on page 6) in respect of the issue of any Notes will specify whether or not such Notes will
be listed on the Luxembourg Stock Exchange (or any other stock exchange) or will be unlisted.
Each Series (as de¢ned on page 6) of Notes in bearer form will be represented on issue by a temporary global note in
bearer form (each a ``temporary Global Note'') or a permanent global note in bearer form (each a ``permanent Global
Note''). Notes in registered form will be represented by registered certi¢cates (each a ``Certi¢cate''), one Certi¢cate
being issued in respect of each Noteholder's entire holding of Registered Notes (as de¢ned in ``Summary of the
Programme ö Form of Notes'') of one Series. Global Notes (as de¢ned in ``Summary of the Programme ö Form of
Notes'') and Certi¢cates may (or in the case of Notes listed on the Luxembourg Stock Exchange will) be deposited on
the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System
(``Euroclear'') and Clearstream Banking, socie¤te¤ anonyme (``Clearstream, Luxembourg''). The provisions governing the
exchange of interests in Global Notes for other Global Notes and de¢nitive Notes are described in ``Summary of
Provisions Relating to the Notes while in Global Form''.
The Programme has been rated by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies Inc.
(``Standard & Poor's''). Tranches of Notes (as de¢ned in ``Summary of the Programme'') issued under the Programme
may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating
assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Arranger
UBS Investment Bank
Dealers
ABN AMRO
Barclays Capital
BNP PARIBAS
Citigroup
Credit Suisse First Boston
Deutsche Bank
HSBC
ING Financial Markets
JPMorgan
Morgan Stanley
Handelsbanken Capital Markets
UBS Investment Bank
Dated : 14 September 2004

Each of the Issuers and the Guarantor having made all reasonable enquiries con¢rms that (i) this document contains
all information with respect to (a) the Issuers, (b) the Guarantor, (c) the Guarantor and its subsidiaries (the
``Group'') and (d) the Notes and the Guarantee that is material in the context of the issue and offering of the
Notes or the giving of the Guarantee, (ii) the statements contained in it relating to the Issuers, the Guarantor and
the Group are in every material particular true and accurate and not misleading in any material respect, (iii) the
opinions and intentions expressed in this Offering Circular with regard to the Issuers, the Guarantor and the
Group are honestly held, have been reached after considering all relevant circumstances and are based on
reasonable assumptions, (iv) there are no other facts in relation to the Issuers, the Guarantor, the Group, the Notes
or the Guarantee the omission of which would, in the context of the issue and offering of the Notes or the giving of
the Guarantee, make any statement in this Offering Circular misleading in any material respect and (v) all
reasonable enquiries have been made by the Issuers and the Guarantor to ascertain such facts and to verify the
accuracy of all such information and statements. Each of the Issuers and the Guarantor accepts responsibility for
the information contained in this Offering Circular.
No person has been authorised to give any information or to make any representation other than those contained in
this Offering Circular in connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuers, the Guarantor or any of the Dealers
or the Arranger (as de¢ned in ``Summary of the Programme''). Neither the delivery of this Offering Circular nor
any sale made in connection herewith shall, under any circumstances, create any implication that there has been
no change in the affairs of the Issuers or the Guarantor since the date hereof or the date upon which this Offering
Circular has been most recently amended or supplemented or that there has been no adverse change in the ¢nancial
position of the Issuers since the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuers, the
Guarantor, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The
Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
``Securities Act'') and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to
certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a
description of certain restrictions on offers and sales of Notes and on distribution of this Offering Circular, see
``Subscription and Sale''.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuers, the Guarantor
or the Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately veri¢ed the information contained in this Offering Circular. None
of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility, with
respect to the accuracy or completeness of any of the information in this Offering Circular. Neither this Offering
Circular nor any other ¢nancial statements are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Issuers, the Guarantor, the Arranger or the Dealers that
any recipient of this Offering Circular or any other ¢nancial statements should purchase the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in this Offering Circular
and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the
Arranger undertakes to review the ¢nancial condition or affairs of the Issuers or the Guarantor during the life of the
arrangements contemplated by this Offering Circular nor to advise any investor or potential investor in the Notes of
any information coming to the attention of any of the Dealers or the Arranger.
In connection with any Tranche (as de¢ned in ``Summary of the Programme''), one of the Dealers will act as a
stabilising agent (the ``Stabilising Agent''). The identity of the Stabilising Agent will be disclosed in the relevant
Pricing Supplement. References in the next paragraph to ``the issue of any Tranche'' are to each Tranche in
relation to which a Stabilisation Agent is appointed.
In connection with the issue of any Tranche, the Stabilising Agent or any person acting for him may over-allot or
effect transactions with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail for a limited period. However, there may be no obligation on the Stabilising Agent or any agent of
his to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after
a limited period.
2

In this Offering Circular, unless otherwise speci¢ed or the context otherwise requires, references to ``k'', ``euro'' and
``cents'' are to the lawful currency/units of currency of the member states of the European Union that adopt the
single currency in accordance with the Treaty establishing the European Community, as amended, references to
``sterling'' and ``»'' are to the lawful currency of the United Kingdom and references to ``Swedish Krona'' and
``SEK'' are to the lawful currency of the Kingdom of Sweden.
3

Table of Contents
Page
Page
Documents Incorporated by Reference. . . . . . .
5
Capitalisation and Indebtedness of the
Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Supplemental Offering Circular . . . . . . . . . . . .
5
The Guarantor. . . . . . . . . . . . . . . . . . . . . . . . . .
45
Summary of the Programme . . . . . . . . . . . . . .
6
Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Terms and Conditions of the Notes . . . . . . . . .
11
Subscription and Sale . . . . . . . . . . . . . . . . . . . .
58
Summary of Provisions relating to the Notes
while in Global Form . . . . . . . . . . . . . . . . . . . .
33
Form of Pricing Supplement. . . . . . . . . . . . . . .
62
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .
37
General Information . . . . . . . . . . . . . . . . . . . . .
72
Rodamco Europe Finance . . . . . . . . . . . . . . . . .
38
Index to Financial Statements. . . . . . . . . . . . . .
F-1
Rodamco Sverige . . . . . . . . . . . . . . . . . . . . . . .
40
Summary Non-Consolidated Financial
Statements of Rodamco Sverige . . . . . . . . . . . .
42
4

Documents Incorporated by Reference
This Offering Circular should be read and construed in conjunction with each relevant Pricing
Supplement, the most recently published audited consolidated and non-consolidated annual accounts for
the two ¢nancial years ended 31 December 2002 and 31 December 2003, and any interim quarterly
accounts (whether audited or unaudited) published subsequently to such annual accounts, of Rodamco
Sverige and the Guarantor from time to time, which shall be deemed to be incorporated in, and to form
part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this
Offering Circular to the extent that a statement contained in any such document is inconsistent with such
contents. Copies of all documents incorporated by reference will be available free of charge from the
respective of¢ces of the Paying Agents and the Listing Agent listed at the end of this Offering Circular.
Supplemental Offering Circular
Each of the Issuers and the Guarantor has given an undertaking to the Dealers, the Arranger and the
Luxembourg Stock Exchange that if at any time during the duration of the Programme there is a
signi¢cant change affecting any matter contained in this Offering Circular the inclusion of which would
reasonably be required by investors and their professional advisers, and would reasonably be expected
by them to be found in this Offering Circular, for the purpose of making an informed assessment of the
assets and liabilities, ¢nancial position, pro¢ts and losses and prospects of the Issuers and the Guarantor,
and the rights attaching to the Notes, the Issuers and the Guarantor shall prepare an amendment or
supplement to this Offering Circular or publish a replacement Offering Circular for use in connection
with any subsequent offering of the Notes and shall supply to each Dealer, the Arranger and the
Luxembourg Stock Exchange such number of copies of such supplement hereto as such Dealer, the
Arranger and the Luxembourg Stock Exchange may reasonably request.
5

Summary of the Programme
The following summary is quali¢ed in its entirety by the remainder of this Offering Circular.
Issuers :
Rodamco Europe Finance B.V.
Rodamco Sverige AB
Guarantor:
Rodamco Europe N.V.
Description :
Guaranteed Euro Medium Term Note Programme
Size :
Up to k2,000,000,000 (or the equivalent in other currencies at the date of
issue) aggregate nominal amount of Notes outstanding at any one time.
The maximum aggregate nominal amount of Notes which may be
outstanding under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the Dealer
Agreement.
Arranger:
UBS Limited
Dealers:
ABN AMRO Bank N.V.
Barclays Bank PLC
BNP PARIBAS
Citigroup Global Markets Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
HSBC Bank plc
ING Bank N.V.
J.P. Morgan Securities Ltd.
Morgan Stanley & Co. International Limited
Svenska Handelsbanken AB (publ)
UBS Limited
The Issuers and the Guarantor may from time to time terminate the
appointment of any dealer under the Programme or appoint additional
dealers either in respect of one or more Tranches or in respect of the
whole Programme. References in this Offering Circular to ``Permanent
Dealers'' are to the persons listed above as Dealers and to such
additional persons that are appointed as dealers in respect of the whole
Programme (and whose appointment has not been terminated) and to
``Dealers'' are to all Permanent Dealers and all persons appointed as a
dealer in respect of one or more Tranches.
Trustee:
Deutsche Trustee Company Limited
Issuing and Paying Agent:
Deutsche Bank AG
Method of Issue :
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in series (each a ``Series'') having one or more issue
dates and on terms otherwise identical (or identical other than in respect
of the ¢rst payment of interest), the Notes of each Series being intended to
be interchangeable with all other Notes of that Series. Each Series may be
issued in tranches (each a ``Tranche'') on the same or different issue dates.
The speci¢c terms of each Tranche (which will be supplemented, where
necessary, with supplemental terms and conditions and, save in respect
of the issue date, issue price, ¢rst payment of interest and nominal
amount of the Tranche, will be identical to the terms of other Tranches of
the same Series) will be set out in a pricing supplement to this Offering
Circular (a ``Pricing Supplement'').
6

Summary of the Programme
Issue Price :
Notes may be issued at their nominal amount or at a discount or premium
to their nominal amount. Partly Paid Notes may be issued, the issue price
of which will be payable in two or more instalments.
Form of Notes :
The Notes may be issued in bearer form only (``Bearer Notes''), in bearer
form exchangeable for Registered Notes (``Exchangeable Bearer Notes'') or
in registered form only (``Registered Notes''). Each Tranche of Bearer
Notes and Exchangeable Bearer Notes will be represented on issue by a
temporary Global Note if (i) de¢nitive Notes are to be made available to
Noteholders following the expiry of 40 days after their issue date or
(ii) such Notes have an initial maturity of more than one year and are
being issued in compliance with the D Rules (as de¢ned in ``Summary of
the Programme ö Selling Restrictions''), otherwise such Tranche will be
represented by a permanent Global Note. A temporary Global Note and
a permanent Global Note are together referred to as ``Global Notes''.
Registered Notes will be represented by Certi¢cates, one Certi¢cate being
issued in respect of each Noteholder's entire holding of Registered Notes
of one Series. Certi¢cates representing Registered Notes that are registered
in the name of a nominee for one or more clearing systems are referred to
as ``Global Certi¢cates''.
Clearing Systems:
Clearstream, Luxembourg, Euroclear and, in relation to any Tranche, such
other clearing system as may be agreed between the Issuer, the Issuing
and Paying Agent, the Trustee and the relevant Dealer.
Initial Delivery of Notes:
On or before the issue date for each Tranche, the Global Note representing
Bearer Notes or Exchangeable Bearer Notes or the Certi¢cate representing
Registered Notes may (or, in the case of Notes listed on the Luxembourg
Stock Exchange, shall) be deposited with a common depositary for
Euroclear and Clearstream, Luxembourg. Global Notes or Certi¢cates
relating to Notes that are not listed on the Luxembourg Stock Exchange
may also be deposited with any other clearing system or may be
delivered outside any clearing system provided that the method of such
delivery has been agreed in advance by the Issuer, the Issuing and
Paying Agent, the Trustee and the relevant Dealer. Registered Notes that
are to be credited to one or more clearing systems on issue will be
registered in the name of nominees or a common nominee for such
clearing systems.
Currencies :
Subject to compliance with all relevant laws, regulations and directives,
Notes may be issued in any currency agreed between the Issuers, the
Guarantor and the relevant Dealers.
Maturities:
Subject to compliance with all relevant laws, regulations and directives,
any maturity.
Denomination:
De¢nitive Notes will be in such denominations as may be speci¢ed in the
relevant Pricing Supplement, save that unless otherwise permitted by then
current laws and regulations, Notes (including Notes denominated in
sterling) which have a maturity of less than one year and in respect of
which the issue proceeds are to be accepted by the Issuer in the United
Kingdom or whose issue otherwise constitutes a contravention of
section 19 of the Financial Services and Markets Act 2000 (the ``FSMA'')
will have a minimum denomination of »100,000 (or its equivalent in
other currencies).
Fixed Rate Notes :
Fixed interest will be payable in arrear on the date or dates in each year
speci¢ed in the relevant Pricing Supplement.
7

Summary of the Programme
Floating Rate Notes :
Floating Rate Notes will bear interest determined separately for each
Series as follows:
(i)
on the same basis as the £oating rate under a notional interest rate
swap transaction in the relevant Speci¢ed Currency (as de¢ned in
``Terms and Conditions of the Notes ö Interest and other
Calculations'') governed by an agreement incorporating the 2000
ISDA De¢nitions, as published by the International Swaps and
Derivatives Association, Inc.; or
(ii) by reference to LIBOR, LIBID, LIMEAN or EURIBOR (or such other
benchmark as may be speci¢ed in the relevant Pricing Supplement)
as adjusted for any applicable margin.
Interest periods will be speci¢ed in the relevant Pricing Supplement.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their nominal amount or at a
discount to it and will not bear interest.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made
in such currencies, and based on such rates of exchange as may be
speci¢ed in the relevant Pricing Supplement.
Index Linked Notes :
Payments of principal in respect of index linked redemption Notes or of
interest in respect of index linked interest Notes will be calculated by
reference to such index and/or formula as may be speci¢ed in the
relevant Pricing Supplement.
Interest Periods and
The length of the interest periods for the Notes and the applicable interest
Interest Rates:
rate or its method of calculation may differ from time to time or be
constant for any Series. Notes may have a maximum interest rate, a
minimum interest rate, or both. The use of interest accrual periods
permits the Notes to bear interest at different rates in the same interest
period. All such information will be set out in the relevant Pricing
Supplement.
Redemption :
The relevant Pricing Supplement will specify the basis for calculating the
redemption amounts payable. Unless permitted by then current laws and
regulations, Notes (including Notes denominated in sterling) which have a
maturity of less than one year and in respect of which the issue proceeds
are to be accepted by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of section 19 of the FSMA must
have a minimum redemption amount of »100,000 (or its equivalent in
other currencies).
There may be restrictions under present Swedish law relating to the issue
of variable redemption amount Notes and index-linked redemption
amount Notes (other than by reference to £uctuations in monetary
amounts) which, if applicable, will need to be complied with.
Redemption by Instalments :
The Pricing Supplement issued in respect of each issue of Notes that are
redeemable in two or more instalments will set out the dates on which,
and the amounts in which, such Notes may be redeemed.
Other Notes:
Terms applicable to high interest Notes, low interest Notes, step-up Notes,
step-down Notes, reverse dual currency Notes, optional dual currency
Notes, partly paid Notes and any other type of Note that the Issuers, the
Guarantor, the Trustee and any Dealer or Dealers may agree to issue
under the Programme will be set out in the relevant Pricing Supplement.
8

Summary of the Programme
Structured Note Risks
The following paragraph does not describe all the risks of an investment in the
Notes. Prospective purchasers should consult their own ¢nancial and legal
advisers about risks associated with investment in a particular Series of Notes
and the suitability of investing in the Notes in light of their particular
circumstances.
An investment in Notes, the premium and/or the interest on or principal
of which is determined by reference to one or more values of currencies,
commodities, interest rates or other indices or formulae, either directly or
inversely, may entail signi¢cant risks not associated with similar
investments in a conventional debt security, including the risks that the
resulting interest rate will be less than that payable on a conventional
debt security at the same time and/or that an investor could lose all or a
substantial portion of the principal of its Notes.
Neither the current nor the historical value of the relevant currencies,
commodities, interest rates or other indices or formulae should be taken
as an indication of future performance of such currencies, commodities,
interest rates or other indices or formulae during the term of any Note.
Optional Redemption :
The Pricing Supplement issued in respect of each issue of Notes will state
whether such Notes may be redeemed prior to their stated maturity at the
option of the Issuer (either in whole or in part) and/or the holders, and if
so the terms applicable to such redemption.
Status of Notes:
The Notes and the guarantee in respect of them will constitute
unsubordinated and unsecured obligations of the Issuer and the
Guarantor, respectively, all as described in ``Terms and Conditions of the
Notes ö Guarantee and Status''.
Negative Pledge:
See ``Terms and Conditions of the Notes ö Covenants ö Negative
Pledge''.
Cross Default :
See ``Terms and Conditions of the Notes ö Events of Default''.
Early Redemption :
Except as provided in ``Optional Redemption'' above, Notes will be
redeemable at the option of the Issuer prior to maturity only for tax
reasons. See ``Terms and Conditions of the Notes ö Redemption,
Purchase and Options''.
Withholding Tax:
All payments of principal and interest in respect of the Notes and the
Guarantee will be made free and clear of withholding taxes of The
Netherlands or the Kingdom of Sweden, as the case may be, subject to
customary exceptions (including the IPMA Standard EU Exception), all
as described in ``Terms and Conditions of the Notes ö Taxation''.
Governing Law:
English.
Listing :
Application has been made to list Notes issued under the Programme on
the Luxembourg Stock Exchange or as otherwise speci¢ed in the relevant
Pricing Supplement. As speci¢ed in the relevant Pricing Supplement, a
Series of Notes may be unlisted.
Selling Restrictions :
United States, United Kingdom, The Netherlands, the Kingdom of
Sweden, Switzerland and Japan. See ``Subscription and Sale''.
The Guarantor is Category 2 for the purposes of Regulation S under the
United States Securities Act of 1933, as amended.
The Notes will be issued in compliance with U.S. Treas. Reg.
1.163-5(c)(2)(i)(D) (the ``D Rules'') unless (i) the relevant Pricing
9

Summary of the Programme
Supplement states that Notes are issued in compliance with U.S. Treas.
Reg. 1.163-5(c)(2)(i)(C) (the ``C Rules'') or (ii) the Notes are issued other
than in compliance with the D Rules or the C Rules but in circumstances
in which the Notes will not constitute ``registration required obligations''
under the United States Tax Equity and Fiscal Responsibility Act of 1982
(``TEFRA''), which circumstances will be referred to in the relevant Pricing
Supplement as a transaction to which TEFRA is not applicable.
10