Obligation Arroundtown SA 1.5% ( XS1843435501 ) en EUR

Arroundtown SA

100 % ▲

Allemagne

XS1843435501 ( en EUR )

1.5% par an ( paiement annuel )

28/05/2026 - Obligation échue

Prospectus brochure de l'obligation Aroundtown SA XS1843435501 en EUR 1.5%, échue

100 000 EUR

600 000 000 EUR

Aroundtown SA est une société d'investissement immobilier cotée en bourse, focalisée sur les propriétés de bureaux et de commerces de premier ordre dans les grandes villes européennes.

L'Obligation émise par Arroundtown SA ( Allemagne ) , en EUR, avec le code ISIN XS1843435501, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/05/2026

Not for distribution in the United States of America

TLG IMMOBILIEN AG
(incorporated in Germany as a stock corporation)
600,000,000 1.500% Fixed Rate Standalone Notes due 2026
ISIN XS1843435501, Common Code 184343550 and
German Securities Code (WKN) A2TSCS
Issue Price: 98.379%
TLG IMMOBILIEN AG, with its registered office at Hausvogteiplatz 12, 10117 Berlin,
Germany, and registered in the commercial register of the local court (Amtsgericht) of Charlottenburg,
Germany, under the docket number HRB 161314 B (the "Issuer" or the "Company", and together with
its consolidated subsidiaries from time to time "TLG"), will issue notes in the aggregate principal
amount of 600,000,000 due 2026 (the "Notes") on May 28, 2019. The Notes will bear interest at a rate
of 1.500% per year. The Issuer will pay interest on the Notes annually in arrear on May 28, commencing
on May 28, 2020. The Notes, which are governed by the laws of the Federal Republic of Germany
("Germany"), will be issued in a denomination of 100,000 each.
The Notes will constitute direct, unconditional, unsecured and unsubordinated 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.
Unless previously redeemed or purchased and cancelled in accordance with the terms and
conditions of the Notes (the "Terms and Conditions"), the Notes will be redeemed at par on
May 28, 2026 (the "Maturity Date"). The Notes may be redeemed before the Maturity Date, in whole
but not in part, at their principal amount, together with accrued interest, if any, notably in the event of
any change in taxation or in an event of default, see "Terms and Conditions of the Notes--
§6 Redemption--(2) Early Redemption for Reasons of Taxation" and "Terms and Conditions of the
Notes--§10 Events of Default". The Issuer will have the option to redeem the Notes prior to the Maturity
Date, in whole but not in part, at their principal amount, together with accrued interest, if any, and a
premium, see "Terms and Conditions of the Notes--§6 Redemption-(4) Early Redemption at the Option
of the Issuer (Make-Whole)". If a change of control occurs, each holder of Notes (a "Holder") will have
the option to require the Issuer to redeem or, at the Issuer's option, repurchase all or part of the Notes
held by such Holder at 101% of the principal amount together with accrued interest, if any, see "Terms
and Conditions of the Notes--§6 Redemption-(5) Early Redemption at the Option of the Holders upon
a Change of Control".

At the date of this prospectus (the "Prospectus"), the Notes are rated Baa2 by Moody's
Investors Service Limited ("Moody's"). At the date of this Prospectus, the Issuer has a long-term issuer
rating of Baa2 (stable outlook) assigned by Moody's. A rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, change or withdrawal at any time by the assigning
rating agency. At the date of this Prospectus, Moody's is established in the European Union, registered
under Regulation (EC) no. 1060/2009 of the European Parliament and of the Council of September 16,
2009 on credit rating agencies, as amended (the "CRA Regulation") and included in the list of
registered credit rating agencies published by the European Securities and Markets Authority on its
website (www.esma.europa.eu) in accordance with the CRA Regulation.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and are being offered and sold in transactions outside the
United States of America ("United States") to non-U.S. persons (as defined in Regulation S under
the Securities Act ("Regulation S")) in reliance on Regulation S.
The Notes will initially be represented by a temporary global bearer note (the "Temporary
Global Note"), without interest coupons. The Notes are issued in new global note form and will be
delivered on or around the issue date of the Notes (i.e., May 28, 2019) (the "Issue Date") to a common
safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A., Luxembourg
("Clearstream", and, together with Euroclear, the "Clearing System"). The Temporary Global Note
will be exchangeable in whole or in part for a permanent global bearer note (the "Permanent Global
Note" and, together with the Temporary Global Note, the "Global Notes") without interest coupons,
not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The
Global Notes are intended to be eligible collateral for the central banking system for the Euro (the
"Eurosystem") monetary policy. Whether Notes are recognizable as eligible collateral for Eurosystem
monetary policy and intra-day credit operations will depend upon satisfaction of the Eurosystem
eligibility criteria.
Prospective investors should be aware that an investment in the Notes involves risks and
that if certain risks, in particular those described under "Risk Factors", occur, investors may lose
all or a substantial part of their investment.
This Prospectus has been prepared on the basis that all offers of Notes will be made pursuant
to an exemption under Directive 2003/71/EC of the European Parliament and of the Council of
November 4, 2003 on the prospectus to be published when securities are offered to the public or
admitted to trading, as amended (the "Prospectus Directive"), from the requirement to produce a
prospectus in connection with offers of securities and is therefore, for the purposes of the offering of
the Notes, not a prospectus within the meaning of the Prospectus Directive. Accordingly, any person
making or intending to make an offer of Notes which are the subject of the offering contemplated in
this Prospectus within the European Economic Area ("EEA") should only do so in circumstances in
which no obligation arises for the Issuer or the Joint Bookrunners to produce a prospectus for such
offers. None of the Issuer or the Joint Bookrunners has authorized, nor do they authorize, any offer of
Notes through any financial intermediary, other than offers made by the Joint Bookrunners which
constitute the final placement of the Notes contemplated in this Prospectus.

Application has been made to the Luxembourg Stock Exchange (Bourse de Luxembourg) for
the Notes to be listed on the official list of the Luxembourg Stock Exchange (Bourse de Luxembourg)
and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de
Luxembourg) (the "Listing"). The regulated market of the Luxembourg Stock Exchange (Bourse de
Luxembourg) is a regulated market for the purposes of Directive 2014/65/EU of the European
Parliament and of the Council of April 21, 2004 on markets in financial instruments, as amended. Only
for purposes of the Listing, this Prospectus constitutes a prospectus within the meaning of the
Prospectus Directive (i.e., a prospectus for the admission to trading on a regulated market according to
Article 5(3) of the Prospectus Directive). By approving a prospectus, the Commission de Surveillance
du Secteur Financier (the "CSSF") shall give no undertaking as to the economic and financial soundness
of the operation or the quality or solvency of the Issuer pursuant to Article 7 para. 7 of the Loi relative
aux prospectus pour valeurs mobilières.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, Notes
in any jurisdiction where such offer or solicitation would be unlawful. The Notes are subject to U.S. tax
law requirements and may, subject to certain exceptions, 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 the
sale of Notes and on the distribution of this Prospectus, see "Subscription and Sale--Selling
Restrictions".

Sole Global Coordinator and Joint Bookrunner
J.P. Morgan

Joint Bookrunner
Credit Suisse

The date of this Prospectus is May 20, 2019.

[This page has intentionally been left blank.]

RESPONSIBILITY STATEMENT
The Issuer is solely responsible for the information contained in this Prospectus. The Issuer
hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus for which it is responsible is, to the best of the Issuer's knowledge, in
accordance with the facts and contains no omission likely to affect its import. This Prospectus should
be read and understood in conjunction with all documents incorporated by reference.
NOTICE
This Prospectus should be read and construed with any supplement thereto and with any other
documents incorporated by reference in relation to the Notes.
The information contained in this Prospectus has been provided by the Issuer and the other
sources identified herein. To the fullest extent permitted by law, no representation or warranty is made
or implied by J.P. Morgan Securities plc., London, United Kingdom ("J.P. Morgan"), or Credit Suisse
Securities (Europe) Limited, London, United Kingdom ("Credit Suisse" and, together with J.P.
Morgan, the "Joint Bookrunners"), or any of their respective affiliates, and neither the Joint
Bookrunners nor any of their respective affiliates make any representation or warranty or accept any
responsibility, as to the accuracy or completeness of the information contained in this Prospectus or for
any statement purported to be made by or on behalf of the Joint Bookrunners. Investors in the Notes
must solely rely on the information contained in this Prospectus.
No person has been authorized to provide any information or to make any representation
concerning TLG or the Notes (other than as contained in this Prospectus) and, if provided or made, any
such information or representation should not be relied upon as having been authorized by the Issuer or
the Joint Bookrunners or their respective affiliates. In making an investment decision, investors must
rely on their own examination of the Issuer, TLG, and the terms of the offering, including the merits
and risks involved. Any decision to purchase Notes should solely be based on this Prospectus.
Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of
its contents or use of any information contained herein for any purpose other than considering an
investment in the Notes is prohibited. Each offeree of the Notes, by accepting delivery of this
Prospectus, agrees to the foregoing.
The Issuer has confirmed to the Joint Bookrunners that this Prospectus is true and accurate in
all material respects and is not misleading; that any opinions and intentions expressed herein are
honestly held and based on reasonable assumptions; that there are no other facts with respect to the
Issuer, the omission of which would make this Prospectus as a whole or any statement herein or opinions
or intentions expressed herein misleading in any material respect; and that all reasonable enquiries have
been made to verify the foregoing.
To the fullest extent permitted by law, the Joint Bookrunners do not accept any responsibility
for the contents of this Prospectus or for any other statements made or purported to be made by the Joint
Bookrunners or on their behalf in connection with the Issuer or the Notes. Accordingly, the Joint
Bookrunners disclaim all and any liability whether arising in tort or contract or otherwise which they
might otherwise have in respect of this Prospectus or any such statement.

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The Joint Bookrunners are acting exclusively for the Issuer and no other person in connection
with the offering of the Notes. They will not regard any other person (whether or not such person is a
recipient of this document) as their client in relation to the offering of the Notes and will not be
responsible to anyone other than the Issuer for providing the protections afforded to their respective
clients or for giving advice in relation to the offering or any transaction or arrangement referred to
herein.
Neither the delivery of this Prospectus nor the offering, sale or delivery of Notes shall, in any
circumstances, create any implication that the information contained in this Prospectus is true
subsequent to the date upon which this Prospectus has been published or most recently amended or
supplemented, or that there has been no adverse change in the financial position of the Issuer after the
date hereof or, as the case may be, the date upon 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 by reference or that any other information supplied in connection with 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.
None of the Issuer or the Joint Bookrunners, or any of their respective affiliates, is making any
representation to any offeree or purchaser of the Notes regarding the legality of an investment in the
Notes 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 purchases of Notes.
This document may only be communicated, or caused to be communicated, in circumstances
in which Section 21 para. 1 of the United Kingdom Financial Services and Markets Act 2000, as
amended ("FSMA"), does not apply.
The Notes have not been and will not be registered under the Securities Act and 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; see "Subscription and Sale--Selling Restrictions".
The distribution of this Prospectus as well as the offering, sale, and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required
by the Issuer and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
This Prospectus does not constitute an offer of, or an invitation to purchase, any Notes in any jurisdiction
in which such offer, exercise or invitation would be unlawful. None of the Issuer or the Joint
Bookrunners or any of their respective affiliates accepts any legal responsibility for any violation by
any person, whether or not a prospective investor, of any such restrictions.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint
Bookrunners to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus and
other offering material relating to the Notes, see "Subscription and Sale--Selling Restrictions".
MIFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is

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eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
For the avoidance of doubt, the target market assessment does not constitute (i) an assessment
of suitability or appropriateness for the purposes of MiFID II or (ii) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the
Notes.
PRIIPs Regulation / Prohibition of sales to EEA retail investors
The Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic Area
("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
(EU) 2016/97 (as amended, the "Insurance Distribution 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 Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This Prospectus may not be used for the purpose 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
would be unlawful to make such an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase Notes
and should not be considered as a recommendation by the Issuer or the Joint Bookrunners that any
recipient of this Prospectus should subscribe for, or purchase, Notes. Each recipient of this Prospectus
shall be considered to have made its own investigation and appraisal of the condition (financial or
otherwise) of the Issuer.
IN CONNECTION WITH THE ISSUANCE OF THE NOTES, THE JOINT BOOKRUNNERS
(OR PERSONS ACTING ON BEHALF OF THE JOINT BOOKRUNNERS) MAY
OVERALLOT THE NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT
THE JOINT BOOKRUNNERS (OR PERSONS ACTING ON BEHALF OF THE JOINT
BOOKRUNNERS) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF
BEGUN, MAY END AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF
30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVERALLOTMENT
MUST BE CONDUCTED BY THE JOINT BOOKRUNNERS (OR PERSONS ACTING ON

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BEHALF OF THE JOINT BOOKRUNNERS) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS.
This Prospectus contains assessments of market data and information derived therefrom, which
could not be obtained from any independent sources. Such information is based on the Issuer's own
internal assessments and may therefore deviate from the assessments of competitors of TLG or future
statistics by independent sources. As regards TLG's market positions, the Issuer's own estimations are
mainly based on company data which is either derived from information by competitors or from data
provided by independent research companies.
The language of this Prospectus is English, except for the Terms and Conditions and the
documents incorporated by reference into this Prospectus listed in the section "Documents incorporated
by Reference". The German text of the Terms and Conditions shall be binding and controlling; the
English-language text of the Terms and Conditions shall constitute a convenience translation. The
German-language documents incorporated by reference into this Prospectus listed in the section
"Documents incorporated by Reference" have been published on the Issuer's website (www.tlg.de) and
will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). The
English-language versions of these documents, which are also published on the Issuer's website, are
translations of the respective German-language versions and are not incorporated by reference in, and
do not form part of, this Prospectus.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Notice to Prospective Investors in the European Economic Area
This Prospectus has been prepared on the basis that all offers of Notes will be made pursuant
to an exemption under the Prospectus Directive from the requirement to produce a prospectus in
connection with offers of securities and is therefore, for the purposes of the offering of the Notes, not a
prospectus within the meaning of the Prospectus Directive. Accordingly, any person making or
intending to make any offer of the Notes which are the subject of the offering contemplated in this
Prospectus within the EEA should only do so in circumstances in which no obligation arises for the
Issuer or the Joint Bookrunners to produce a prospectus for such offers. None of the Issuer or the Joint
Bookrunners has authorized, nor do they authorize, any offer of Notes through any financial
intermediary other than offers made by the Joint Bookrunners which constitute the final placement of
the Notes contemplated in this Prospectus.
Notice to Prospective Investors in the United Kingdom
In the United Kingdom, this Prospectus is for distribution only to persons (i) who are
investment professionals falling within Article 19 para. 5 of the FSMA, or (ii) falling within Article 49
para. 2 (a) to (d) of the FSMA (e.g., high net worth companies, unincorporated associations) or
(iii) other persons to whom it may be lawfully communicated in accordance with the FSMA (all such
persons falling within (i) (iii) together being referred to as "Relevant Persons"). This Prospectus is
directed only at Relevant Persons and may not be acted on or relied on by persons who are not Relevant
Persons. In the United Kingdom, any investment or investment activity to which this Prospectus relates
is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts of
future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipates", "believes", "estimates",
"expects", "intends", "plans", "predicts", "projects", "targets" and similar terms and phrases, including
references and assumptions. This applies, in particular, to statements in this Prospectus containing
information on the future earning capacity, plans and expectations regarding TLG's business and
management, its growth and profitability, and general economic and regulatory conditions and other
factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions
that the Issuer makes to the best of its present knowledge. These forward-looking statements are subject
to risks, uncertainties and other factors, which could cause actual results, including TLG's financial
condition and results of operations, to differ materially from, and be worse than, results that have
expressly or implicitly been assumed or described in these forward-looking statements. TLG's business
is also subject to a number of risks and uncertainties that could cause actual developments to differ from
the forward-looking statements, estimates or predictions in this Prospectus. Accordingly, investors are
strongly advised to read the section "Description of the Issuer". This section includes more detailed
descriptions of factors that might have an impact on TLG's business and the markets in which it
operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus
may not occur. In addition, neither the Issuer nor the Joint Bookrunners assume any obligation, except
as required by law, to update any forward-looking statements or to conform these forward-looking
statements to actual events or developments.
SOURCES OF MARKET DATA
To the extent not otherwise indicated, the information contained in this Prospectus on the
market environment, market developments, growth rates, market trends and competition in the markets
in which TLG operates are based on the Issuer's assessments. These assessments, in turn, are based in
part on internal observations of the market and on various market studies.
Irrespective of the assumption of responsibility for the content of this Prospectus by the Issuer,
the Issuer has not independently verified the figures, market data or other information on which third
parties have based their studies. Accordingly, the Issuer makes no representation or warranty as to the
accuracy of any such information from third-party studies. Prospective investors should note that the
Issuer's own estimates and statements of opinion and belief are not always based on studies of third
parties.
To the extent information contained in this Prospectus has been sourced from third parties, such
information has been accurately reproduced and as far as the Issuer is aware and able to ascertain from
information published by that respective third party, no facts have been omitted which would render the
reproduced information inaccurate or misleading.

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TABLE OF CONTENTS
Section
Page
Overview of the Terms and Conditions of the Notes ......................................................................... 1
Risk Factors ........................................................................................................................................... 8
Market- and Business-related Risks ................................................................................................. 8
Financing Risks .............................................................................................................................. 21
Regulatory, Legal and Tax Risks ................................................................................................... 23
Risk Factors Relating to the Notes ................................................................................................. 30
Terms and Conditions of the Notes ................................................................................................... 38
Description of Rules regarding Resolutions of Holders ................................................................... 88
Overview of the SchVG ................................................................................................................. 88
Individual Subjects of Resolutions ................................................................................................. 88
Relevant Majorities for Holder Resolutions ................................................................................... 89
Procedures for Holder Resolutions ................................................................................................. 89
Holders' Representative ................................................................................................................. 90
Description of the Issuer ..................................................................................................................... 91
General Information on the Company and the Group .................................................................... 91
Selected Consolidated Financial Information of TLG ................................................................... 94
Business ........................................................................................................................................ 104
Material Agreements .................................................................................................................... 120
Material Litigation ........................................................................................................................ 125
Description of the Company's Governing Bodies ........................................................................ 126
Shareholder Structure ................................................................................................................... 136
Recent Developments and Outlook; Trend Information and No Adverse Change ...................... 137
Taxation ............................................................................................................................................. 139
Taxation in Germany .................................................................................................................... 139
Taxation in Luxembourg .............................................................................................................. 143
The Proposed Financial Transactions Tax ................................................................................... 145
Responsibility of the Issuer for the Withholding of Taxes at Source ........................................... 145
Subscription and Sale ....................................................................................................................... 146
Subscription .................................................................................................................................. 146
Selling Restrictions ....................................................................................................................... 146
General Information ......................................................................................................................... 149
Notice to Prospective Investors in the European Economic Area ................................................ 149

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