Obligation Akelius Residential Property AB 3.875% ( XS1788973573 ) en EUR

Société émettrice Akelius Residential Property AB
Prix sur le marché refresh price now   103.78 %  ⇌ 
Pays  Suede
Code ISIN  XS1788973573 ( en EUR )
Coupon 3.875% par an ( paiement annuel )
Echéance 04/10/2078



Prospectus brochure de l'obligation Akelius Residential Property AB XS1788973573 en EUR 3.875%, échéance 04/10/2078


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Prochain Coupon 05/10/2024 ( Dans 140 jours )
Description détaillée L'Obligation émise par Akelius Residential Property AB ( Suede ) , en EUR, avec le code ISIN XS1788973573, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/10/2078








IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS (AS
DEFINED BELOW) LOCATED OUTSIDE THE UNITED STATES.
IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page (the
Prospectus) and you are therefore advised to read this page carefully before reading, accessing or making any other use of the
Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications
to them any time you receive any information as a result of such access.
NOT HING IN T HIS ELECT RONIC T RANSMISSION CONST IT UT ES AN OFFE R OF SECURIT IES FOR SALE IN T HE
UNIT ED ST ATES OR ANY OT HER JURISDICTION WHERE IT IS UNLAWFUL T O DO SO. T HE CAPIT AL SECURIT IES
DESCRIBED IN T HE PROSPECT US HAVE NOT BEEN, AND WILL NOT BE, REGIST ERED UNDER T HE UNIT ED
ST AT ES SECURIT IES ACT OF 1933, AS AMENDED (T HE SECURITIES ACT), OR T HE SECURIT IES LAWS OF ANY
ST AT E OF THE UNITED ST ATES OR OT HER JURISDICTION, AND T HE CAPIT AL SECURIT IES DESCRIBED IN T HE
PROSPECT US MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED ST ATES OR T O,
OR FOR T HE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER T HE SECURIT IES
ACT (REGULATIO N S)) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
T HE REGIST RATION REQUIREMENTS OF T HE SECURITIES ACT AND APPLICABLE ST ATE OR LOCAL SECURIT IES
LAWS.
T HE PROSPECTUS MAY NOT BE FORWARDED OR DIST RIBUT ED T O ANY OT HER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED T O ANY U.S.
PERSON OR U.S. ADDRESS. ANY FORWARDING, DIST RIBUT ION OR REPRODUCT ION OF T HE PROSPECT US IN
WHOLE OR IN PART IS UNAUT HORISED. FAILURE T O COMPLY WIT H T HIS DIRECT IVE MAY RESULT IN A
VIOLAT ION OF T HE SECURIT IES ACT OR T HE APPLICABLE LAWS OF OT HER JURISDICT IONS. IF YOU HAVE
GAINED ACCESS T O T HIS T RANSMISSION CONT RARY T O ANY OF T HE FOREGOING REST RICT IONS, YOU ARE
NOT AUTHORISED AND WILL NOT BE ABLE T O PURCHASE ANY OF T HE CAPIT AL SECURIT IES DESCRIBED IN
T HE PROSPECT US.
Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to
the Capital Securities described in the Prospectus, prospective investors must be, or acting on behalf of, non -U.S. persons (as
defined in Regulation S) located outside the United States. The Prospectus is being sent to you at your request, and by accessing the
Prospectus you shall be deemed to have represented to Akelius Residential Property AB (publ) (the Issuer) and the Joint
Bookrunners as defined in the Prospectus that (i) you are not a U.S. person, or acting on behalf of a U.S. p erson and the electronic
mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories, its
possessions and other areas subject to its jurisdiction, and its possessions include Puerto Rico, t he U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands, and (ii) you consent to delivery of the Prospectus by electronic
transmission.
You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the
Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor
are you authorised to, deliver the Prospectus to any other person.
T he materials relating to this offering do not constitute, and may not be used in connection with, an offer or solicitation in any place
where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Issuer or the
Joint Bookrunners that would, or is intended to, permit a public offering of the securities, or possession or distribution of the
Prospectus or any other offering or publicity material relating to the Bonds described in the Prospectus, in any country or
jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or
dealer, and the Joint Bookrunners or any affiliate of the Joint Bookrunners is a licensed broker or dealer in the relevant jurisdiction,
the offering shall be deemed to be made by the Joint Bookrunners or such affiliate on behalf of the Issuer in such jurisdicti on.
T his communication is directed only at persons who (a) are outside the United Kingdom or (b) have professional experien ce in
matters relating to investments or (c) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such person s together
being referred to as relevant persons). This communication must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which the Prospectus relates is available only to relevant persons and will be
engaged in only with relevant persons.
T he Prospectus has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be
altered or changed during the process of electronic transmission and consequently none of the Issuer or the Joint Bookrunners, any
person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard
copy version available to you on request from the Joint Bookrunners.







AKELIUS RESIDENTIAL PROPERTY AB (PUBL)
(incorporated in the Kingdom of Sweden as a public company with limited liability)
EUR500,000,000 Subordinated Fixed to Reset Rate Capital Securities due 2078
Issue price: 99.654 per cent.
Akelius Residential Property AB (publ), a public limited company with limited liability incorporated under the laws of the Ki ngdom of
Sweden (the Issuer) is offering EUR 500,000,000 Subordinated Fixed to Reset Rate Capital Securities due 2078 (the Capital Securities).
Interest will accrue on the Capital Securities from (and including) 5 April 2018 (the Issue Date) to (but excluding) 5 October 2023 (the
First Reset Date) at a rate of 3.875 per cent. per annum, and thereafter at the relevant Reset Interest Rate (as defined in the terms and
conditions of the Capital Securities (the Conditions) under Condition 4(d)). Interest on the Capital Securities will (subject to the option of
the Issuer to defer payments, as provided below) be payable annually in arrear on 5 October in each year from (and including) 5 October
2018. The first payment of interest will be made on 5 October 2018 in respect of the period from (and including) the Issue Date to (but
excluding) 5 October 2018 (short first coupon).
Payments of interest on the Capital Securities may, at the option of the Issuer, be deferred, as set out in Condition 5(a). Deferred interest,
which shall itself bear interest, may be paid at any time at the option of the Issuer (upon notice to the holders of the Capi tal Securities), and
must be paid in the circumstances provided in Condition 5(b).
If the Issuer does not elect to redeem the Capital Securities in accordance with Condition 6(e) following the occurrence of the first Ratings
Adverse Change of Control (as defined in the Conditions), the then prevailing interest rate per annum (and each subsequent interest rate per
annum otherwise determined in accordance with the Conditions) for such Capital Securities shall be increased by an additional five
percentage points per annum with efect from (and including) the day immediately following the Change of Control Step-Up Date, as set out
in Condition 4(i).
Unless earlier redeemed or repurchased and cancelled, the Issuer shall redeem the Capital Securities on 5 October 2078. The Issuer will have
the right to redeem the Capital Securities in whole, but not in part, on (a) any of the 90 days up to and including the First Reset Date or (b)
any Interest Payment Date thereafter. The Issuer may also redeem the Capital Securities upon the occurrence of a Change of Control, a Tax
Deductibility Event, a Substantial Repurchase Event, a Capital Event or a Withholding Tax Event, and may in certain circumstances vary
the terms of, or substitute, the Capital Securities, all as set out in the Conditions.
The Capital Securities (as defined under "Conditions of the Capital Securities") have not been and will not be registered under the
United States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state or other
jurisdiction of the United States. The Capital Securities are being offered and sold outside the United States in accordance with
Regulation S under the Securities Act (Regulation S), and may not be offered and sold or delivered within the United States or to,
for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a trans action
not subject to, the registration requirements of the Securities Act.
This prospectus (Prospectus) has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC (the
Prospectus Directive) as amended (including by Directive 2010/73/EU). The Central Bank of Ireland only approves this Prospectus as
meeting the requirements imposed under Irish and European Union (EU) law pursuant to the Prospectus Directive. Application has been
made to the Irish Stock Exchange plc for the Capital Securities to be admitted to the Oficial List and trading on its regulated market (the
Main Securities Market). Such approval relates only to the Capital Securities that are to be admitted to trading on a regulated market for
the purposes of Directive 2014/65/EU (as amended, MiFID II) and/or that are to be offered to the public in any member state of the
European Economic Area (the EEA). References in this Prospectus to the Capital Securities being listed (and all related references) shall
mean that the Capital Securities have been admitted to the Oficial List and have been admitted to trading on the Main Securities Market.
The Main Securities Market is a regulated market for the purposes of MiFID II.
MIFID II product governance / Professional investors and eligible counterparties only target market ­ Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Capital Securities has led to the conclusion that: (i)
the target market for the Capital Securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the Capital Securities to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Capital Securities (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 ass essment in
respect of the Capital Securities (by either adopting or refining the manufacturer`s target market assessment) and determining appropriate
distribution channels.
PRIIPs Regulation / PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ The Capital Securities 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 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
MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance Mediation Directive), 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 selling the Capital Securities or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Capital Securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Issuer has been rated BBB by Standard & Poor's Credit Market Services Europe Limited (S&P). The Capital Securities have been rated
BB+ by S&P. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at
any time by the assigning rating organisation. S&P is established in the EU and is registered under Regulation (EC) No. 10 60/2009 (as




amended) (the CRA Regulation). As such, S&P is included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website in accordance with the CRA Regulation.
Amounts payable on the Capital Securities in respect of each Reset Period will be calculated by reference to the mid-swap rate for euro swap
transactions with a maturity of five years which appears on the Reuters screen ICESWAP2 (ICE Swap Rate). As at the date of this
Prospectus, the administrator of ICE Swap Rate (ICE Benchmark Administration Limited (IBA)) is not included in ESMA's register of
administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks Regulation). As far as the Issuer is aware, the
transitional provisions in Article 51 of the Benchmarks Regulation apply, such that IBA is not currently required to obtain
authorisation/registration.
The Capital Securities will initially be represented by a temporary global capital security (the Temporary Global Capital Security),
without interest coupons, which will be deposited on or about 5 April 2018 (the Closing Date) with a common depositary for Euroclear
Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg). Interests in the Temporary Global Capital Security
will be exchangeable for interests in a permanent global capital security (the Permanent Global Capital Security and, together with the
Temporary Global Capital Security, the Global Capital Securities), without interest coupons, on or after 15 May 2018 (the Exchange
Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Capital Security will be exchangeable for
definitive Capital Securities only in certain limited circumstances. See " Summary of Provisions relating to the Capital Securities while
represented by the Global Capital Securities".
An investment in Capital Securities involves certain risks. Prospective investors should have regard to the fa ctors described under
the heading "Risk Factors" on page 1.
Structuring Adviser
DEUTSCHE BANK
Joint Bookrunners
BARCLAYS
DANSKE BANK
DEUTSCHE BANK

The date of this Prospectus is 3 April 2018




IMPORTANT INFORMATION
This Prospectus comprises a prospectus for the purposes of Article 5 of the Prospectus Directive.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken al reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This Prospectus is to be read in conjunction with al documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below) and shal be read and construed on the
basis that such documents are incorporated and form part of this Prospectus.
References to the Issuer are to Akelius Residential Property AB (publ). References to Akelius or
Group are to Akelius Residential Property AB (publ) and its subsidiaries taken as a whole, except
where it is clear from the context that the term means Akelius Residential Property AB (publ), and
except that references and matters relating to the shares and share capital of Akelius Residential
Property AB (publ) or matters of corporate governance shal refer to shares, share capital and
corporate governance of Akelius Residential Property AB (publ).
The Issuer, having made al reasonable enquiries, confirms that this Prospectus contains al material
information with respect to the Issuer and the Capital Securities (including al information which,
according to the particular nature of the Issuer and of the Capital Securities, is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profits and
losses and prospects of the Issuer and of the rights attaching to the Capital Securities), that the
information contained or incorporated in this Prospectus is true and accurate in al material respects
and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held
and that there are no other facts known to the Issuer, the omission of which would make this
Prospectus or any of such information or the expression of any such opinions or intentions
misleading.
This Prospectus contains certain market, historical and forward looking economic and industry data,
including information in "Risk Factors" and "Information about the Issuer" which have been obtained
from publicly available information, independent industry publications and reports prepared by
industry consultants. The Issuer has relied on the accurac y of such information without an
independent verification thereof, however, the Issuer believes the information to be reliable. Where
information in this Prospectus has been sourced from a third party, this information has been
accurately reproduced and, so far as the Issuer is aware, and is able to ascertain from information
published by such third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Such information, data and statistics may be approximations or
estimates or use rounded numbers. Information in this Prospectus which has been sourced from a third
party is identified as such with the name of the third party source. None of the Issuer, the Joint
Bookrunners or the Trustee (as defined below) represent that such information is accurate.
Save for the Issuer, no party has independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by Barclays Bank PLC, Danske Bank A/S or Deutsche Bank AG,
London Branch as joint bookrunners (the Joint Bookrunners) or Deutsche Trustee Company Limited
as trustee (the Trustee) for the holders of the Capital Securities (the Holders) as to the accuracy or
completeness of the information contained or incorporated in this Prospectus or any other information
provided by the Issuer in connection with the offering of the Capital Securities. No Joint Bookrunner
or the Trustee accepts any liability in relation to the information contained in this Prospectus or any
other information provided by the Issuer in connection with the offering of the Capital Securities or
their distribution.
i




No person is or has been authorised by the Issuer, any Joint Bookrunner or the Trustee to give any
information or to make any representation not contained in or not consistent with this Prospectus or
any other information supplied in connection with the offering of the Capital Securities and, if given
or made, such information or representation must not be relied upon as having been authorised by the
Issuer, any of the Joint Bookrunners or the Trustee.
Neither this Prospectus nor any other information supplied in connection with the offering of the
Capital Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer, any of the Joint Bookrunners or the Trustee that any
recipient of this Prospectus or any other information supplied in connection with the offering of the
Capital Securities should purchase any Capital Securities. Each investor contemplating purchasing
any Capital Securities should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any
other information supplied in connection with the offering of the Capital Securities constitutes an
offer or invitation by or on behalf of the Issuer, any of the Joint Bookrunners, or the Trustee to any
person to subscribe for or to purchase any Capital Securities.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Capital Securities shal
in any circumstances imply that the information contained herein conc erning the Issuer is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the
offering of the Capital Securities is correct as of any time subsequent to the date indicated in the
document containing the same. The Joint Bookrunners and the Trustee expressly do not undertake to
review the financial condition or affairs of the Issuer during the life of the Capital Securities or to
advise any investor in the Capital Securities of any information coming to their attention. The Capital
Securities have not been and wil not be registered under the United States Securities Act of 1933, as
amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain
exceptions, the Capital Securities may not be offered, sold or delivered within the United States or to
U.S. persons. For a further description of certain restrictions on the offering and sale of the Capital
Securities and on distribution of this Prospectus, see "Subscription and Sale" below.
None of the Issuer, the Joint Bookrunners or the Trustee, or any of their respective representatives, is
making any representation to any offeree or purchaser of the Capital Securities regarding the legality
of an investment in the Capital Securities by such offeree or purchaser under the laws applicable to
such offeree or purchaser. Prospective investors should not construe anything in this Prospectus as
legal, tax, business or financial advice. Each investor should consult with his or her own advisors as to
the legal, tax, business, financial and related aspects of a purchase of the Capital Securities.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND
OFFERS OF CAPITAL SECURITIES GENERALLY
This Prospectus does not constitute an offer to sel or the solicitation of an offer to buy the Capital
Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in
such jurisdiction. The distribution of this Prospectus and the offer or sale of the Capital Securities may
be restricted by law in certain jurisdictions. The Issuer, the Joint Bookrunners and the Trustee do not
represent that this Prospectus may be lawfully distributed, or that the Capital Securities 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 Iss uer, the
Joint Bookrunners or the Trustee which is intended to permit a public offering of the Capital
Securities or the distribution of this Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Capital Securities may be offered or sold, directly or indirectly, and neither
this Prospectus nor any advertisement or other offering material may be distributed or published in
any jurisdiction, except under circumstances that wil result in compliance with any applicable laws
and regulations. Persons into whose possession this Prospectus or any Capital Securities may come
must inform themselves about, and observe, any such restrictions on the distribution of this
ii




Prospectus and the offering and sale of Capital Securities. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Capital Securities in the United States and the
United Kingdom; see "Subscription and Sale".
STABILISATION
In connection with the issue of the Capital Securities, Deutsche Bank AG, London Branch as
stabilisation manager (the Stabilisation Manager) (or persons acting on behalf of the
Stabilisation Manager) may over-allot Capital Securities or effect transactions with a view to
supporting the market price of the Capital Securities at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of
the Capital Securities is made and, if begun, may cease at any time, but it must end no later
than the earlier of 30 days after the issue date of the Capital Securities and 60 days after the
date of the allotment of the Capital Securities. Any stabilisation action or over-allotment must
be conducted by the Stabilisation Manager (or persons acting on behalf of the Stabilisation
Manager) in accordance with all applicable laws and rules.
PRESENTATION OF INFORMATION
The language of this Prospectus is English. Any foreign language text that is included with or within
this document has been included for convenience purposes only and does not form part of this
Prospectus.
Al references in this Prospectus to euro and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European
Community, as amended, references to U.S.$, U.S. dollars or USD are to the lawful currency for the
time being of the United States, references to £, sterling and GBP are to the lawful currency for the
time being of the United Kingdom, references to CAD and Canadian Dollar are to the lawful
currency for the time being of Canada, references to SEK are to the lawful currency for the time being
of the Kingdom of Sweden and references to DKK are to the lawful currency for the time being of the
Kingdom of Denmark.
Certain terms used in this Prospectus and financial measures presented in the documents incorporated
by reference are not recognised financial measures under the international financial reporting
standards (IFRS) (Alternative Performance Measures or APMs) and may therefore not be
considered as an alternative to the financial measures defined in the accounting standards in
accordance with general y accepted accounting principles. The Issuer presents APMs because it
believes that these and similar measures are used by certain investors, securities analysts and other
interest parties as supplemental measures of performance and liquidity. The APMs may differ from
company to company and therefore may not be comparable to other similarly titled measures of other
companies. The APMs may also have limitations as analytical tools and should not be considered in
isolation or as a substitute for analysis of the Issuer's operating result as reported under IFRS.
For definitions and further explanations of Alternative Performance Measures, see "Alternative
Performance Measures".
SUITABILITY OF INVESTMENT
The Capital Securities are complex financial instruments and may not be a suitable investment for al
investors. Each potential investor in the Capital Securities must determine the suitability of that
investment in light of its own circumstances. In particular, each potential investor may wish to
consider, either on its own or with the help of its financial and other professional advisers, whether it:
iii




(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Capital
Securities, the merits and risks of investing in the Capital Securities and the information
contained in this Prospectus or any applicable supplement;
(i )
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Capital Securities and the impact the
Capital Securities wil have on its overal investment portfolio;
(i i)
has sufficient financial resources and liquidity to bear al of the risks of an investment in the
Capital Securities, including where the currency for principal or interest payments is different
from the potential investor's currency;
(iv)
understands thoroughly the terms of the Capital Securities and be familiar with the behaviour
of any relevant financial markets; and
(v)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
Prospective investors should consult their tax advisers as to the tax consequences of the purchase,
ownership and disposition of the Capital Securities.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (1)
Capital Securities are legal investments for it, (2) Capital Securities can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Capital
Securities. Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of Capital Securities under any applicable risk-based capital or
similar rules.
iv




CONTENTS
Risk Factors ......................................................................................................................... 1
Documents Incorporated by Reference ................................................................................... 20
Forward-Looking Statements................................................................................................ 21
Conditions of the Capital Securities ....................................................................................... 22
Summary of Provisions Relating to the Capital Securities in Global Form ................................... 47
Use of Proceeds .................................................................................................................. 49
Alternative Performance Measures ........................................................................................ 50
Description of the Issuer and the Group.................................................................................. 54
Board of Directors, Management and Auditors ........................................................................ 73
Taxation ............................................................................................................................ 76
Subscription and Sale .......................................................................................................... 79
General Information ............................................................................................................ 81





RISK FACTORS
Before making an investment decision, prospective investors should carefully review the specific risk
factors described below, in addition to the other information contained in this Prospectus. The Issuer
believes that the following factors may affect the Issuer's ability to fulfil its obligations under the
Capital Securities. Most of these factors are contingencies which may or may not occur and the Issuer
is not in a position to express a view on the likelihood of any such contingency occurring. Akelius
business, financial condition and results of operations could be materially affected by each of these
risks presented. Also other risks and uncertainties not described herein could affect the Issuer's ability
to fulfil its obligations under the Capital Securities. Additional risks and uncertainties not presently
known to the Issuer, or that the Issuer currently believes are immaterial, could impair the ability of the
Issuer to fulfil its obligations under the Capital Securities. Certain other matters regarding the
operations of the Issuer that should be considered before making an investment in the Capital
Securities are set out, in the section "Information about the Issuer", amongst other places. The order
of presentation of the risk factors in this Prospectus is not intended to be an indication of the
probability of their occurrence or of their potential effect on the Issuer's ability to fulfil its obligations
under the Capital Securities.
The capitalised words and expressions in this section shal have the meanings defined in "Terms and
Conditions of the Capital Securities".
Factors that may affect the Issuer's ability to fulfil its obligations under the Capital Securities
Risks factors relating to the Issuer and the Group
Slow or negative economic growth may have an adverse effect on the real estate market and the
Group's rental revenue
The real estate business is to a large extent affected by macroeconomic factors such as general
economic trends, regional economic development, employment rate development, the production rate
of new residential units and premises, changes in infrastructure, population growth, structure of the
population, inflation and interest rates. In addition, political uncertainty (including, for example, the
United Kingdom's vote to leave the European Union in June 2016 and its subsequent invocation of
Article 50 of the Lisbon Treaty in March 2017 to begin the withdrawal process) may have a negative
impact on economic conditions and consumer confidence in the countries where the Group operates.
The deterioration of economic conditions in either the countries where the Group operates or global y
could result in an increase in unemployment or a decline in real income. This may, in turn, have an
adverse effect on supply and demand in the real estate market, vacancy and rental rates and the
financial condition of the Group's tenants and other counterparties.
Expectations regarding inflation and/or fluctuations in inflation rates may affect interest rates,
including the interest rates that may be payable by the Group on a finance or credit agreement that it
enters into. The cost of interest payments on debts owed to credit institutions is one of the Group's
main expenses and so any changes in interest rates could have a significant effect on the Group's
financial results and cash flow. Increases in the rate of inflation could also increase the operating and
administrative expenses of the Group. Furthermore, changes in interest rates and the rate of inflation
may also affect the yield requirements and, therefore, the market or fair value of the Group's
properties.
If one or several of these factors would develop negatively, it could have a material adverse impact on
the Group's operations, earnings and financial position.
1




A decreased demand for, or an increased supply of, or a contraction of the market for, properties in
the countries in which the Group operates, could adversely affect the business and financial
condition of the Group
Supply and demand for real estate, and accordingly the yield on real estate investments differ between
different geographical markets and may also develop differently within a specific geographical
market. The Group has a diversified property portfolio with properties in a variety of countries and
cities. If there are changes in supply and demand or a general contraction of the property market in any
of those countries or cities, this may negatively influence the occupancy rates of the Group's
properties, the rental rates, the level of demand and ultimately the value of such properties. This could,
in turn, have a material adverse impact on the Group's earnings and financial position.
The Group may not be able to execute disposals of real estate properties and residential units at
acceptable prices, on acceptable terms or at all
Part of the Group's business model consists of sel ing fully developed real estate properties and
residential units. For this to be successful, it relies on high demand for such properties and on the
ability of the purchasers to successfully complete those transactions.
The desire to purchase a real estate property or residential unit is dependent, among other things, on
whether the characteristics of the specific property or residential unit correspond to the current market
demand, the general activity on the real estate market where the property or unit is based, the general
price trend on the real estate market and demographic factors. The desire to purchase residential units
is further affected by, among other things, the access to and cost for alternative properties and/or
housing arrangements.
The value and price of, and the ability of purchasers to pay for, real estate properties and residential
units is influenced by several factors, such as general economic conditions, interest rates, inflation
expectations, investor yield requirements, the levels of taxes and charges payable on the acquisition.
The ability of counterparties to pay for residential units is further affected by their ability to make
interest deductions, to receive loan financing, changes in interest rates for residential loans and rules
applied by law or credit institutions regarding maximum borrowings and amortisations.
A decrease in purchasers' desire or ability to pay for the real estate properties and residential units or
the inability of the Group to sel at acceptable prices could have a material adverse impact on the
Group's operations, earnings and financial position.
There can be no assurance that the Group will be successful in implementing its strategy or
achieving its financial targets or investment objectives
No assurance can be given that the implementation of the Group's strategy and/or the achievement of
its financial targets or investment objectives wil be successful under current or future market
conditions. The Group's approach may be modified and altered from time to time. It is therefore
possible that the approach adopted to implement its strategy and achieve its financial targets and
investment objectives in the future may be different from that presently expected to be used and
disclosed in this Prospectus.
Moreover, the availability of potential investments that meet the Group's acquisition criteria wil
depend on the state of the economy and financial markets in the countries in which the Group operates
or is interested in entering into. The Group can offer no assurance that it wil be able to identify and
make investments that are consistent with its acquisition criteria or rate of return targets.
2