Obligation HeidelbergZement AG 7.5% ( XS0478803355 ) en EUR

Société émettrice HeidelbergZement AG
Prix sur le marché 100 %  ▲ 
Pays  Allemagne
Code ISIN  XS0478803355 ( en EUR )
Coupon 7.5% par an ( paiement semestriel )
Echéance 02/04/2020 - Obligation échue



Prospectus brochure de l'obligation HeidelbergCement AG XS0478803355 en EUR 7.5%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 750 000 000 EUR
Description détaillée HeidelbergCement AG est un producteur mondial de matériaux de construction, notamment du ciment, du béton prêt à l'emploi et des granulats, actif dans plus de 50 pays.

L'Obligation émise par HeidelbergZement AG ( Allemagne ) , en EUR, avec le code ISIN XS0478803355, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/04/2020







HeidelbergCement AG
(a stock corporation incorporated under the laws of the Federal Republic of Germany, having its corporate domicile in Heidelberg, Federal Republic of Germany)
Euro 650,000,000 6.5% Notes of 2010 due 2015
Euro 750,000,000 7.5% Notes of 2010 due 2020
guaranteed by
Hanson Limited
(a private company limited by shares incorporated under the laws of England and Wales, having its corporate domicile in Maidenhead, United Kingdom)
HeidelbergCement AG (the "Issuer", "HeidelbergCement AG" or "HeidelbergCement") will issue on January 19, 2010 (the "Issue
Date") c 650,000,000 6.5% notes due August 3, 2015 (the "2015 Notes") and c 750,000,000 7.5% notes due April 3, 2020 (the
"2020 Notes" and, together with the 2015 Notes, the "Notes"). The 2015 Notes will bear interest from and including January 19,
2010 to, but excluding, August 3, 2015 at a rate of 6.5% per annum, payable semi-annually in arrear on February 3 and August 3 in each
year. The first payment of interest on the 2015 Notes shall be made on August 3, 2010 and will amount to c 35.03 for the specified
denomination. The 2015 Notes will be redeemed at par on August 3, 2015. The 2020 Notes will bear interest from and including
January 19, 2010 to, but excluding, April 3, 2020 at a rate of 7.5% per annum, payable semi-annually in arrear on April 3 and October 3 in
each year. The first payment of interest on the 2020 Notes shall be made on October 3, 2010 and will amount to c 52.92 for the
specified denomination. The 2020 Notes will be redeemed at par on April 3, 2020.
The obligations under the Notes constitute unsubordinated and, except for the guarantee described in the next sentence, unsecured
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. The Notes have the benefit of
an unconditional and irrevocable guarantee which is expected to expire in 2016 at the latest, see page 156, (the "Guarantee") of
Hanson Limited (the "Guarantor"). The Notes and the Guarantee will be effectively subordinated to all secured indebtedness of the
Issuer and the Guarantor to the extent of the value of the collateral securing such indebtedness.
The Notes are subject to the redemption provisions as set out elsewhere in this Prospectus.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and admit the Notes to trading on the
regulated market of the Luxembourg Stock Exchange, a market appearing on the list of regulated markets issued by the E.C. pursuant
to Directive 2004/39/EC of April 21, 2004 on markets in financial instruments.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 29.
2015 Notes Issue Price: 98.8561% plus accrued interest from the Issue Date
2020 Notes Issue Price: 98.2192% plus accrued interest from the Issue Date
The Notes have been accepted for clearing through the Clearing System.
This Prospectus dated January 13, 2010 (the "Prospectus") constitutes a prospectus within the meaning of Article 5 para. 3 of
Directive 2003/71/EC of the European Parliament and the Council of November 4,2003 (the "Prospectus Directive"). This Prospectus
will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock
Exchange (www.bourse.lu). This Prospectus has been approved by the Commission de Surveillance du Sector Financier of the Grand
Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg law relating to prospectuses (Loi
relative aux prospectus pour valeurs mobilières), which implements the Prospectus Directive into Luxembourg law. The Issuer has
requested the CSSF to provide the competent authority in the Federal Republic of Germany ("Germany") with a certificate of approval
attesting that the Prospectus has been drawn up in accordance with the Luxembourg law relating to prospectuses for securities (the
"Notification").
The Notes will be issued in bearer form with a denomination of c 1,000 each and are governed by German law.
The 2015 Notes have been assigned the following securities codes: ISIN XS0478802548, Common Code 047880254.
The 2020 Notes have been assigned the following securities codes: ISIN XS0478803355, Common Code 047880335.
The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"). The Notes may not be offered or sold within the United States or to, or for the account or benefit
of, U.S. persons, except to certain persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act
("Regulation S"). See "Notice" for additional information about eligible offerees and transfer restrictions.
Joint Bookrunners and Joint Lead Managers
Deutsche Bank
Citi
Commerzbank
ING
Landesbank Baden-Wu¨rttemberg
The Royal Bank of Scotland
UniCredit Bank
Co-Lead Managers
BayernLB
BofA Merrill Lynch
Fortis
Helaba
Mediobanca S.p.A.
Nordea Markets
RZB-Austria Raiffeisen Zentralbank O
¨ sterreich AG


RESPONSIBILITY STATEMENT
The Issuer with its registered office in Germany accepts responsibility for the information contained in this
Prospectus. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its importance.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its
subsidiaries (including the Guarantor) taken as a whole (the "HC Group") and to the Notes and the Guarantee
which is material in the context of the issue and offering of the Notes and the Guarantee, including all
information which, according to the particular nature of the Issuer and the Guarantor and of the Notes and the
Guarantee is necessary to enable investors and their investment advisers to make an informed assessment of
the assets and liabilities, financial position, profits and losses, and prospects of the Issuer, the Guarantor and HC
Group and of the rights attached to the Notes and the Guarantee; (ii) the statements contained in this
Prospectus relating to the Issuer, the Guarantor, HC Group, the Notes and the Guarantee are in every material
particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the
Guarantor, HC Group, the Notes or the Guarantee the omission of which would, in the context of the issue and
offering of the Notes, make any statement in the Prospectus misleading in any material respect; and
(iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy
of all such information and statements.
NOTICE
No person is authorized to give any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must not be relied upon as having
been authorized by or on behalf of the Issuer, the Guarantor or the Managers (as defined in "Subscription and
Sale of the Notes"). Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes made
hereunder shall, under any circumstances, create any implication (i) that the information in this Prospectus is
correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which
this Prospectus has been most recently amended, or supplemented, or (ii) that there has been no adverse
change in the affairs or the financial situation of the Issuer or the Guarantor which is material in the context of
the issue and sale of the Notes since the date of this Prospectus or, as the case may be, the date on which this
Prospectus has been most recently amended or supplemented, or the balance sheet date of the most recent
financial statements which are deemed to be incorporated into this Prospectus by reference or (iii) that any
other information supplied in connection with the issue of the Notes is correct at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
This Prospectus contains certain forward-looking statements. Forward-looking statements are all statements
that do not refer to historical facts or events, and forward-looking statements containing wording such as
"believes", "estimates", "assumes", "expects", "anticipates", "foresees", "intends", "hopes", "could" or
similar expressions. Such forward-looking statements are subjected to risks and uncertainties, as they relate to
future events and are based on current assumptions by the Issuer, which may not occur at all in the future or
may not occur as assumed. They do not represent a guarantee for the future; HeidelbergCement's actual
financial condition and results of operations, and the development of economic and legal conditions, may differ
materially from (in particular, be more negative than) those conditions expressly or implicitly assumed or
described. None of the Issuer, the Guarantor or the Managers assumes any obligation to update such forward-
looking statements or to adapt them to future events or developments.
Furthermore, this Prospectus contains industry and customer-related data as well as calculations taken or
derived from industry reports published by third parties, market research reports, publicly available information
and commercial publications ("External Data"). Commercial publications generally state that the information
they contain originated from sources assumed to be reliable, but that the accuracy and completeness of such
information is not guaranteed and that the calculations contained therein are based on a series of assumptions.
The External Data have not been independently verified by the Issuer, the Guarantor or the Managers.
Therefore, neither the Issuer nor the Guarantor assumes any responsibility for the accuracy of the External
Data taken or derived from public sources.
Particular note should be taken of the fact that External Data were referred to in defining markets and
determining their size. The categories used in these sources were also used to define markets and determine
their size. These categories generally do not correspond to the categories applied by HeidelbergCement in
determining its financial and other data. The ability to compare External Data with the financial and other data of
HeidelbergCement is therefore limited, and this limited comparability should particularly be taken into account
of in regard to the statements made concerning HeidelbergCement's market shares.
The External Data contained in this Prospectus and defined above were rendered correctly by the Issuer in the
Prospectus, and the Issuer assumes responsibility for this, and there have been no facts omitted that would
lead to an incorrect or misleading representation of the External Data to the knowledge of the Issuer and as far
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as these data can be taken from the External Data available to the Issuer. The Issuer does not have access to the
underlying facts and assumptions of numerical and market data and other information contained in publicly
available sources. Consequently, numerical and market data or other information cannot be verified by the
Issuer.
Individual figures (including percentages) stated in this Prospectus have been rounded using the common
commercial method (kaufma¨nnische Rundung). The totals or interim totals contained in the tables may possibly
differ from the non-rounded figures contained elsewhere in this Prospectus due to this rounding. Furthermore,
figures that have been rounded may not add up to the interim totals, or totals contained in the tables or stated
elsewhere in this Prospectus.
A glossary with technical terms and abbreviations used herein can be found at the end of this Prospectus.
Neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer, is responsible for
the information contained in this Prospectus or any other document incorporated herein by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons makes any
representation, warranty or undertaking express or implied and none of these persons accepts any responsibility
for the accuracy and completeness of the information contained in any of these documents. The Managers have
not independently verified any such information and accept no responsibility for the accuracy thereof.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantor.
This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer, the Guarantor
or the Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in
connection with the Notes should be considered as a recommendation by the Issuer, the Guarantor or the
Managers to a recipient hereof and thereof that such recipient should purchase any Notes.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to
make such offer or solicitation.
The Issuer, the Guarantor and the Managers do not represent that this Prospectus may be lawfully distributed
or that the 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, the Guarantor
or the Managers in any jurisdiction where action for that purpose is required.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any of the Notes shall in any
circumstances create any implication that the information contained herein concerning the Issuer or the Guarantor
is correct at any time subsequent to the date hereof or that any other information supplied in connection with the
offering of the Notes is correct as of any time subsequent to the date of this Prospectus. The Managers expressly
do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the term of the
Notes or to advise any investor in the Notes of any information coming to their attention.
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions is
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the
Guarantor and the Managers to inform themselves about and to observe any such restrictions. In particular, the
Notes have not been and will not be registered under the United States Securities Act of 1933, as amended and
are subject to U.S. tax law requirements. Subject to certain limited exceptions, the Notes may not be offered,
sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on
offerings and sales of the Notes and distribution of this Prospectus (or of any part thereof) see "Subscription
and Sale of the Notes ­ Selling Restrictions."
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language
constitutes a translation, except for the conditions of issue of the Notes and the terms of the Guarantee in
respect of which German is the legally binding language.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT DEUTSCHE BANK AG, LONDON BRANCH (OR
PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION
ACTION MAY BEGIN AT ANY TIME AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILIZING OR OVER-ALLOTMENT SHALL
BE CONDUCTED IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY
RELEVANT JURISDICTION.
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TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
GERMAN TRANSLATION OF THE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
CAPITALIZATION AND INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
GENERAL INFORMATION ABOUT THE ISSUER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
GENERAL INFORMATION ABOUT THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
CONDITIONS OF ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
SUMMARY OF RULES REGARDING RESOLUTIONS OF HOLDERS . . . . . . . . . . . . . . . . . . . . . . . .
154
GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158
SUBSCRIPTION AND SALE OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162
GENERAL INFORMATION/INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
NAMES AND ADDRESSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
3


SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics of and risks asso-
ciated with the Issuer, the Guarantor and the Notes. This Summary should be read as an introduction to this
Prospectus. It does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder
of this Prospectus. Any decision by an investor to invest in the Notes should be based on consideration of this
Prospectus as a whole. Where a claim relating to the information contained in this Prospectus is brought before
a court, the plaintiff investor might, under the national legislation of such court, have to bear the costs of
translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to the Issuer, but only
if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of this
Prospectus.
Words and expressions defined in the Conditions of Issue of the Notes reproduced elsewhere in this
Prospectus shall have the same meanings in this Summary.
Summary in Respect of the Notes
Issuer:
HeidelbergCement AG, Heidelberg, Germany
Guarantor:
Hanson Limited, Maidenhead, United Kingdom of Great Britain and
Northern Ireland ("United Kingdom")
Status of the Notes:
The obligations under the Notes constitute unsubordinated and,
except for the Guarantee, unsecured 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.
Guarantee:
The 2015 Notes and the 2020 Notes (as defined below) each have the
benefit of an unconditional and irrevocable guarantee of Hanson Lim-
ited (the "Guarantor") which has unconditionally and irrevocably
guaranteed the due payment of principal of, and interest on, and
any other amount payable under the 2015 Notes and the 2020 Notes
(the "Guarantee") pursuant to an existing guarantee dated Octo-
ber 19, 2007 until expiry of the Guarantee in 2016, at the latest. The
Guarantee will automatically expire, at the latest, in 2016, without any
further notice upon the date of payment in full of all obligations (i) of the
Guarantor under the 7.875% notes due 2010, (ii) of Hanson Australia
Funding Limited under the 5.25% notes due 2013 and (iii) of Hanson
Limited under the 6.125% notes due 2016. The obligations under the
Guarantee constitute unsecured and unsubordinated obligations of the
Guarantor, ranking pari passu among themselves and pari passu with
all other unsubordinated and unsecured obligations of the Guarantor,
except for obligations mandatorily preferred by law.
Subsidiary Guarantee:
The Issuer has undertaken, to procure that in the event that any
Relevant Subsidiary (other than a Finance Subsidiary) incurs any
Capital Market Indebtedness or issues any guarantees with respect
to, or otherwise guarantees, any Capital Market Indebtedness of
the Issuer or any Relevant Subsidiary, such Relevant Subsidiary
issues a direct and unconditional guarantee in favor of the Holders
(an "Additional Guarantee") for all amounts payable under the
Notes; all as more fully set out in the Conditions of Issue.
Joint Bookrunners and Joint Lead
Managers:
Deutsche Bank AG, London Branch
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
ING Bank N.V., London branch
Landesbank Baden-Wu¨rttemberg
The Royal Bank of Scotland plc
UniCredit Bank AG
Co-Lead Managers:
Bayerische Landesbank
Fortis Bank nv-sa
Landesbank Hessen-Thu¨ringen Girozentrale
Mediobanca - Banca di Credito Finanzario S.p.A.
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Merrill Lynch International
Nordea Bank Danmark A/S
Raiffeisen Zentralbank O
¨ sterreich Aktiengesellschaft
Principal Paying Agent:
Deutsche Bank Aktiengesellschaft
Luxembourg Listing and Paying Agent:
Deutsche Bank Luxembourg S.A.
Calculation Agent:
Deutsche Bank Aktiengesellschaft
Tranches:
The Issuer issues two tranches of notes which have identical
conditions of issue save as to aggregate principal amount, specified
denomination, term and maturity, interest period and applicable
interest rate. These tranches (the "Tranches") are the "2015
Notes" and the "2020 Notes". All notes under any Tranche are
defined as the "Notes".
Aggregate Principal Amount:
For the 2015 Notes: EUR 650,000,000
For the 2020 Notes: EUR 750,000,000
Issue Price:
For the 2015 Notes: 98.8561%
For the 2020 Notes: 98.2192%
Issue Date and Interest
Commencement Date:
January 19, 2010
Maturity Date:
For the 2015 Notes: August 3, 2015
For the 2020 Notes: April 3, 2020
Denomination:
The Notes will be issued in a denomination of EUR 1,000 each.
Form of Notes:
Each Tranche of Notes will initially be represented by a temporary
global bearer Note (the "Temporary Global Note") without cou-
pons which will be kept in custody by a common safekeeper on
behalf of both, Clearstream Banking, société anonyme, Luxem-
bourg ("CBL") and Euroclear Bank SA/NV ("Euroclear", Euroclear
and CBL together, the "Clearing System" and the "ICSDs").
Notes represented by the Temporary Global Note will be
exchangeable for Notes represented by a permanent global bearer
Note (the "Permanent Global Note", and each of the Temporary
Global Note and the Permanent Global Note, a "Global Note")
without coupons not earlier than 40 days after the Issue Date in
accordance with the provisions set out in the Conditions of Issue. In
particular such exchange and any payment of interest on Notes
represented by the Temporary Global Note shall only be made upon
delivery of certifications as to non-U.S. beneficial ownership in
accordance with the rules and operating procedures of the Clearing
System. Payments on the Temporary Global Note will only be made
against presentation of such certifications. No definitive notes or
coupons will be issued.
The Notes are issued in new global note ("NGN") form and are kept
in custody by a common safekeeper on behalf of the ICSDs.
Interest:
The 2015 Notes will bear interest from and including January 19,
2010 to, but excluding, August 3, 2015 at a rate of 6.5% per annum,
payable semi-annually in arrear on February 3 and August 3 in each
year. The first payment of interest on the 2015 Notes shall be made
on August 3, 2010 and will amount to EUR 35.03 for the specified
denomination.
The 2020 Notes will bear interest from and including January 19,
2010 to, but excluding, April 3, 2020 at a rate of 7.5% per annum,
payable semi-annually in arrear on April 3 and October 3 in each year.
The first payment of interest on the 2020 Notes shall be made on
October 3, 2010 and will amount to EUR 52.92 for the specified
denomination.
Taxation:
All amounts payable in respect of the Notes shall be made without
withholding or deduction for or on account of any present or future
taxes or duties of whatever nature imposed or levied at source by or
5


on behalf of Germany, the United Kingdom or any political
subdivision or any authority thereof or therein having power to
tax (the "Withholding Taxes"), unless such withholding or deduc-
tion is required by law. In such event, the Issuer will, subject to the
exceptions set out in the Conditions of Issue, pay such additional
amounts as shall be necessary in order that the net amounts
received by the holders of a proportionate co-ownership or other
beneficial interest or right in the Notes (each a "Holder") after such
withholding or deduction shall equal the respective amounts of
principal and interest which would otherwise have been receivable
in the absence of such withholding or deduction.
Early Redemption for Taxation Reasons:
Early redemption of the Notes at the principal amount plus accrued
interest at the option of the Issuer, in whole but not in part, for
reasons of taxation will be permitted, if as a result of any change in,
or amendment to, the laws or regulations (including any amend-
ment to, or change in, an official interpretation or application of such
laws or regulations) of Germany, the United Kingdom or any political
subdivision or taxing authority thereto or therein affecting taxation
or the obligation to pay duties of any kind, the Issuer or, as the case
may be, the Guarantor, will become obligated to pay additional
amounts on the Notes, all as more fully set out in the Conditions
of Issue.
Make Whole Redemption:
The Conditions of Issue provide that the Issuer may redeem the
Notes at any time, in whole but not in part, at its option, at a price
equal to the principal amount plus interest accrued and plus an
Applicable Premium. The Applicable Premium is calculated, inter
alia, by discounting the present value of the Notes and all remaining
scheduled interest payments at the yield of a comparable
Bundesanleihe (senior unsecured bond) of the Federal Republic
of Germany plus 0.5%, all as more fully set out in the Conditions of
Issue.
Early Redemption in case of Change of
Control:
The Conditions of Issue provide that the Holders may require an
early redemption of the Notes, in whole or in part, at 101% of their
principal amount plus interest accrued in the event of a change of
control in respect of the Issuer, all as more fully set out in the
Conditions of Issue.
Limitation of Indebtedness:
Under the Conditions of Issue and subject to certain exceptions as
more fully set out in the Conditions of Issue, the Issuer will not, and
will procure that none of its Relevant Subsidiaries will, after the
Issue Date incur any additional Financial Indebtedness if on the date
of the incurrence of such additional Financial Indebtedness the
Consolidated Coverage Ratio of the Issuer is not at least 2.0 to
1.0 all as more fully set out in the Conditions of Issue.
Negative Pledge:
In the Conditions of Issue the Issuer agrees ­ subject to certain
exceptions ­ not to create or permit to subsist, and to procure that
none of its subsidiaries will create or permit to subsist, any security
for any Capital Market Indebtedness or any granted guarantee or
indemnity in respect of any Capital Market Indebtedness of any
other person, without at the same time providing all amounts
payable under the Notes either the same or equivalent security,
all as more fully set out in the Conditions of Issue. "Capital Market
Indebtedness" means any obligation for the payment of borrowed
money which is in the form of, or represented or evidenced by,
either (i) a certificate of indebtedness (Schuldschein) governed by
German law or by (ii) bonds, loan stock, notes or other securities
which are, or are capable of being, quoted, listed, dealt in or traded
on a stock exchange or other recognized securities market.
Events of Default:
The Notes will provide for events of default entitling Holders to
demand immediate redemption of the Notes, all as more fully set
out in the Conditions of Issue. The events of default include
6


reporting obligations as to timing and content regarding the
Consolidated Coverage Ratio.
Cross Default:
The Conditions of Issue contain a cross default clause in relation to
indebtedness for borrowed money exceeding EUR 50,000,000.
Resolutions of Holders:
In accordance with the German Act on Debt Securities of 2009
(Schuldverschreibungsgesetz), the Notes contain provisions pursu-
ant to which the Holders of each Tranche may agree by resolution to
amend the Conditions of Issue relating to that Tranche and to decide
upon certain other matters regarding the Notes relating to that
Tranche including, without limitation, the appointment or removal
of a common representative for the Holders. Resolutions of Holders
properly adopted, by vote taken without a meeting in accordance
with the Conditions of Issue, are binding upon all Holders.
Resolutions which do not provide for identical conditions for all
Holders are void, unless Holders which are disadvantaged expressly
consent to their being treated disadvantageously. In no event,
however, may any obligation to make any payment or render any
other performance be imposed on any Holder by resolution. As set
out in the Conditions of Issue, resolutions providing for certain
material amendments to the Conditions of Issue require a majority
of not less than ­ depending on the matter to be resolved ­ 85% or
75%. Resolutions regarding other amendments are passed by a
simple majority.
Governing Law:
The Notes and the Guarantee are governed by German law.
Jurisdiction:
Non-exclusive place of jurisdiction for any legal proceedings in
connection with the Notes is Heidelberg. Exclusive place of juris-
diction for any legal proceedings arising out of or in connection with
the Guarantee is Heidelberg.
Use of Proceeds:
The net proceeds from the issuance of the Notes will amount to
approximately EUR 1,360 million and will be used in total for partial
repayment of the EUR 8.7 billion syndicated facilities agreement.
Listing and admission to trading:
Application has been made for admission to trading of the Notes on
the regulated market of the Luxembourg Stock Exchange and for
listing of the Notes on the official list of the Luxembourg Stock
Exchange.
Selling Restrictions:
The offer and the sale of the Notes and the distribution of offering
materials are subject to specific restrictions. The relevant restric-
tions applicable in the European Union, the United States of
America and the United Kingdom are set out under "Subscription
and Sale of the Notes".
Clearance and Settlement:
The Notes have been accepted for clearing through the Clearing
System. The ISIN for the 2015 Notes is XS0478802548 and for the
2020 Notes is XS0478803355.
Availability of documents:
The Prospectus and the documents incorporated by reference
herein can either be found on the website of the Luxembourg Stock
Exchange (www.bourse.lu) or are obtainable in printed form at the
address of the Paying Agent in Luxembourg, Deutsche Bank
Luxembourg S.A. Luxembourg, Luxembourg.
The Business of HC Group
HC Group operates in around 40 countries on five continents as a vertically integrated building materials
company. The core activities include the production and distribution of cement and aggregates, the two
essential raw materials for concrete production. The product range is supplemented by downstream activities
such as ready-mixed concrete, asphalt, concrete products and concrete elements, as well as other related
building products and services, thus covering almost the entire concrete value chain.
After the acquisition of Hanson plc ("Hanson") in August 2007, HC Group has consolidated its position in the
building materials industry. HC Group believes that, based on sales volumes for 2008, among the globally
diversified building materials companies, it is the world's number one in aggregates with sales of approximately
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300 million metric tons, the world's number three in cement with sales of approximately 89 million metric tons,
and the world's number three in ready-mixed concrete with sales of approximately 44 million cubic meters. As
of December 31, 2008, the consolidated HC Group consisted of 1,027 subsidiaries in around 40 countries in
which it maintained a total of approximately 2,600 locations. In the nine-month period ended September 30,
2009, HC Group generated turnover of c 8.4 billion, and in the fiscal year ended December 31, 2008, it
generated turnover of c 14.2 billion. Operating income before depreciation ("OIBD") in the nine-month period
ended September 30, 2009 amounted to c 1,606 million, and in the fiscal year ended December 31, 2008, it
amounted to c 2.9 billion. As of September 30, 2009, HC Group had 55,796 employees worldwide.
HC Group reports its different local businesses according to three geographic Group areas: Europe,
North-America and Asia-Australia-Africa. Within these three geographic Group areas, the business of HC
Group is divided into the following business lines:
Cement: In its cement business line, HC Group produces different types of cement in approximately
100 cement and grinding plants for various uses, such as residential or commercial construction and civil
engineering. In the nine-month period ended September 30, 2009, HC Group's cement business line generated
turnover of c 3,934 million (corresponding to approximately 46.9% of HC Group's total turnover (after
Intra-Group eliminations but including Group Services and excluding Inter-Group area turnover) for the period)
(fiscal year ended December 31, 2008: c 6,298 million).
Aggregates and Concrete: The aggregates and concrete business line is composed of four operating lines
engaged in the production and distribution of aggregates, ready-mixed concrete, concrete products and
asphalt. The product range in the aggregates and concrete business line consists of the different forms of
aggregates (sand, gravel, crushed rock) mined from approximately 600 sand, gravel and hard rock sites as well
as a wide range of different types of ready-mixed concrete produced in approximately 1,400 plants with various
characteristics designed for specific applications and environmental conditions. It is complemented by asphalt
produced in approximately 100 asphalt plants. In the nine-month period ended September 30, 2009, HC Group's
aggregates and concrete business line generated turnover of c 3,845 million (corresponding to approximately
45.8% of HC Group's total turnover (after Intra-Group eliminations but including Group Services and excluding
Inter-Group area turnover) for the period) (fiscal year ended December 31, 2008: c 6,766 million).
Building Products: The building products business line mainly comprises activities in North America and the
United Kingdom and is composed of three operating lines engaged in the production and distribution of bricks,
aircrete blocks and pipes. The building products business line offers a wide product range that is mainly used in
residential construction. In the nine-month period ended September 30, 2009, HC Group's building products
business line generated turnover of c 1,002 million (corresponding to approximately 11.9% of HC Group's total
turnover (after Intra-Group eliminations but including Group Services and excluding Inter-Group area turnover)
for the period) (fiscal year ended December 31, 2008: c 1,677 million).
The Competitive Strengths of HC Group
HC Group believes that it distinguishes itself by the following competitive strengths:
Leading Worldwide Market Positions and Excellent Footprint in Key Global Markets: Through its organic growth
as well as its strategic acquisitions and joint ventures over the past several years, HC Group believes it has
established on a global level a leading position in the key markets for its core business lines of cement,
aggregates and concrete. According to its own estimate, which is supported mostly by publications of other
companies and studies of the Global Cement Directory, HC Group is, based on sales volumes in 2008, among
the globally diversified players the world's number one producer of aggregates, number three in cement and
number three in ready-mixed concrete. These strong global market positions are supported by leading regional
positions. HC Group believes that, with regard to its sales, it holds the first, second or third market position in
many of its key regional cement markets around the world.
A Vertically Integrated Building Materials Company with a well-balanced Business and Geographic Portfolio: HC
Group has transformed itself into a horizontally diversified and vertically integrated building materials company
with leading cement, aggregates and ready-mixed concrete positions in many of its key markets. In line with
this transformation process HC Group manages its three business lines as an integrated business within the
different Group areas, thereby strengthening cost efficiency and profitability. HC Group believes that its vertical
integration helps to secure a sufficient supply of cement and aggregates, acts as a hedge against cement and
aggregates price fluctuations, and generates cross-selling potential between its Group areas and business
lines. It also provides a wide range of distribution channels and access to the market.
Hanson Acquisition and Integration as Key to Horizontal Diversification and Vertical Integration on a Global
Level: The acquisition of Hanson in 2007 has contributed to a large extent to HC Group's goal of reaching a
leading position as a horizontally diversified and vertically integrated global supplier of cement, aggregates and
concrete. Hanson's strong market position in aggregates and ready-mixed concrete added important opera-
tions to the existing product portfolio of HC Group, thereby completing HC Group's value chain within its core
8


business, while at the same time Hanson's particular geographical market presence complemented HC
Group's regional footprint.
Long-standing Experience in Core Markets with Significant Barriers to Entry: HC Group combines a
long-standing track record as a producer in the cement market with sustainable access to the necessary
raw materials. This is complemented by advanced, proprietary technological process know-how and expertise
in complex concrete production techniques. To reach this position, HC Group has continuously made
substantial investments in production facilities and processes. The capital intensity of establishing and
operating an integrated cement plant, the need to have mining permits for, and close access to, raw materials,
and the complexity of vertical integration create significant barriers to entry to the markets for cement and
aggregates.
Reputation as a Quality Leader Combined with a Stable, Diversified Global Customer Base: HC Group
distinguishes itself with its products through high and constant quality and reliability, and is, according to
its own estimate, considered by its customers a quality leader in the markets for cement, aggregates, concrete
and concrete-related building products. Consequently, its relationships with customers from the construction
industry are usually of a long-term nature. As a result, over the last decades HC Group has built up a stable,
diversified customer base with a well-balanced geographical distribution.
Global Network of Production Facilities with Easy Access to Key Urban Centers: HC Group's international
network of cement, aggregates and concrete production facilities, combined with the strength of its worldwide
trading activities, enables it to easily access its core markets and distribute its products more effectively, both to
its customers and within HC Group. Its production plants are spread worldwide. In the opinion of HC Group, the
cement plants, in particular, are highly efficient and, in certain instances, represent industry benchmarks in
terms of cost competitiveness. HC Group operates from approximately 2,600 locations in around 40 countries
in Europe, North America, Asia, Africa and Australia. This geographic diversity leads to great proximity to its
customers, helps to protect it against volatility in regional markets and lessens the relative impact of any
particular regional downturn. HC Group's different production facilities are to a great extent located closely to
key urban centers on all continents where it has business operations. This proximity provides easy access to
HC Group's key markets on these continents and reduces transportation costs.
HC Group's Earnings and Turnover Profile Benefits from the Widespread Geographical Diversification of its
Business, Economies of Scale and Relatively Stable Prices for its Products: Due to its global market presence,
integrated management of the different business lines and the diversity of its broad customer base, ranging
from construction companies for residential houses to public administrative bodies, HC Group can compensate
to some extent for the cyclical fluctuations in the construction industry to which it is exposed, although in a
global recession, as it has developed since the second half of 2007, these measures are unlikely to insulate
against the downturn. Further positive contributions to HC Group's earnings and turnover profile arise from its
ability to generate economies of scale resulting from higher efficiency of large production units and bundling of
purchasing volumes, as well as from the relatively stable price levels for HC Group's key products.
Experienced Management Team: HeidelbergCement's senior management team has a high degree of expe-
rience in the markets in which HC Group operates and possesses significant operational, technical and market
knowledge. Since 2005, HeidelbergCement's management team has continued to successfully transform
HeidelbergCement into a horizontally diversified and vertically integrated global building materials company
with a clear dual growth strategy focusing on cement and aggregates for the production of ready-mixed
concrete and other concrete products.
The Strategy of HC Group
The key components of HC Group's business strategy are as follows:
Vertical Integration as the Long-term Goal: In order to safeguard its market position in the long term, HC Group
has adjusted its corporate strategy. As a consequence of the acquisition of Hanson, aggregates now form a
second strategic pillar in addition to the traditional core business of cement. This strong raw material base is
complemented by a broad distribution channel with a variety of downstream products such as ready-mixed
concrete, asphalt and concrete related building products. HC Group has since become a horizontally diversified
and vertically integrated global player with broad geographical diversification and a focus on raw materials and
downstream products.
Focus on Dual Growth Strategy: HC Group's value creating efforts in the processing of natural resources follow
a dual growth strategy focusing on cement and aggregates for the production of ready-mixed concrete and
other concrete products which are used in most parts of construction activities. This dual growth strategy is
closely related to the different degrees of maturity of HC Group's markets. When entering into attractive
emerging markets, the focus is on the production and sale of cement, as it represents a key product in these
markets. This allows HC Group to make use of its technological know-how and operational experience in
connection with the production of cement. In the maturing and mature markets, HC Group offers its complete
core product range thereby particularly focusing on aggregates due to the inherent scarcity of available
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