Obligation PPF Telecom Group N.V. 3.125% ( XS1969645255 ) en EUR

PPF Telecom Group N.V.

100 % ⇌

Pays-bas

XS1969645255 ( en EUR )

3.125% par an ( paiement annuel )

27/03/2026 - Obligation échue

Prospectus brochure de l'obligation PPF Telecom Group B.V XS1969645255 en EUR 3.125%, échue

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PPF Telecom Group B.V. est une société de télécommunications internationale appartenant au groupe PPF, opérant principalement en Europe centrale et orientale, proposant des services fixes et mobiles ainsi que des services numériques.

L'obligation portant le code ISIN XS1969645255, émise par PPF Telecom Group B.V., une entité significative du secteur des télécommunications et filiale du conglomérat d'investissement PPF Group, et dont l'émission était domiciliée aux Pays-Bas, a récemment conclu son cycle de vie financier en atteignant sa maturité le 27 mars 2026; cette dette à taux fixe, offrant un coupon annuel de 3,125% en euros, a été intégralement remboursée à son prix actuel de marché de 100%, attestant de la bonne exécution de ses termes financiers.

EXECUTION VERSION
PRICING SUPPLEMENT

PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (the EEA). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, MiFID II); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or
superseded, the Insurance Mediation Directive), where that customer would not qualify as a professional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; or (iii) not a qualified investor as defined in the
Prospectus Directive. 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.
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 eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Senior
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.
NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC FOR THE
ISSUE OF NOTES DESCRIBED BELOW.
25 March 2019
PPF ARENA 1 B.V.
Legal entity identifier (LEI): 31570074PLDZISJWNN43
Issue of EUR550,000,000 3.125 per cent. Notes due 27 March 2026
Guaranteed by certain subsidiaries of PPF Arena 1 B.V.
under the EUR3,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
This document constitutes the Pricing Supplement for the Notes described herein. This document must be
read in conjunction with the Base Listing Particulars dated 14 March 2019 (the Base Listing Particulars).
Full information on the Issuer, the Original Guarantors and the offer of the Notes is only available on the
basis of the combination of this Pricing Supplement and the Base Listing Particulars. Copies of the Base
Listing Particulars may be obtained from the registered office of the Issuer at Strawinskylaan 93, 1077XX,
Amsterdam, the Netherlands.

1.
(a)
Issuer:
PPF Arena 1 B.V.

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PPF Infrastructure B.V.
(b)
Guarantor(s):
PPF Telco B.V.
PPF TMT Bidco 1 B.V.
2.
(a)
Series Number:
1
(b)
Tranche Number:
1
(c)
Date on which the Notes will be Not Applicable
consolidated and form a single
Series:
3.
Specified Currency or Currencies:
Euro (EUR)
4.
Aggregate Nominal Amount:

(a)
Series:
EUR550,000,000
(b)
Tranche:
EUR550,000,000
5.
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6.
(a)
Specified Denominations:
EUR100,000 and integral multiples of EUR1,000 in
excess thereof up to and including EUR199,000. No
Notes in definitive form will be issued with a
denomination above EUR199,000
(b)
Calculation Amount (in relation to EUR1,000
calculation of interest in global form
see Conditions):
7.
(a)
Issue Date:
27 March 2019
(b)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
27 March 2026
9.
Interest Basis:
3.125 per cent. Fixed Rate

(further particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change
of
Interest
Basis
or Not Applicable
Redemption/Payment Basis:

2

12.
Put/Call Options:
Change of Control Put

Issuer Call

Issuer Maturity Par Call

(further particulars specified below)
13.
(a)
Status of the Notes:
Senior
(b)
Status of the Guarantee:
Senior
(c)
Date of Board approval for issuance 13 March 2019
of Notes and Guarantee obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Applicable
(a)
Rate(s) of Interest:
3.125 per cent. per annum payable in arrear on each
Interest Payment Date
(b)
Interest Payment Date(s):
27 March in each year, from and including 27 March
2020, up to and including the Maturity Date
(c)
Fixed Coupon Amount(s) for Notes EUR31.25 per Calculation Amount
in definitive form (and in relation to
Notes
in
global
form
see
Conditions):
(d)
Broken Amount(s) for Notes in Not Applicable
definitive form (and in relation to
Notes
in
global
form
see
Conditions):
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination Date(s):
27 March in each year
(g)
Other terms relating to the method None
of calculating interest for Fixed Rate
Notes:
15.
Floating Rate Note Provisions
Not Applicable
16.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
17.
Notice
periods
for
Condition
7.2 Minimum period: 30 days
(Redemption and Purchase Redemption for Maximum period: 60 days

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taxation reasons):
18.
Issuer Call:
Applicable
(a)
Optional Redemption Date(s):
Any date from (but excluding) the Issue Date to (but
excluding) 27 December 2025
(b)
Optional Redemption Amount and Make Whole Redemption Amount
method, if any, of calculation of
such amount(s):
(i)
Reference Bond:
DBR 0.500 per cent. due 15 February 2026
(ii)
Redemption Margin:
+ 0.50 per cent.
(iii)
Quotation Time:
11.00 a.m. (Central European Time)
(c)
If redeemable in part:
Not Applicable
(d)
Notice periods:
Minimum period: 15 days

Maximum period: 30 days
19.
Issuer Maturity Par Call:
Applicable
(a)
Maturity Par Call Period:
From (and including) 27 December 2025 to (but
excluding) the Maturity Date
(b)
Notice periods:
Minimum period: 15 days
Maximum period: 30 days
20.
Investor Put:
Not Applicable
21.
Change of Control Put:
Applicable
22.
Final Redemption Amount:
EUR1,000 per Calculation Amount
23.
Early Redemption Amount payable on EUR1,000 per Calculation Amount
redemption for taxation reasons or on event
of default and/or the method of calculating
the same (if required):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes:

(a)
Form:
Registered Notes:
Global Note registered in the name of a nominee for

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a common safekeeper for Euroclear and Clearstream,
Luxembourg (held under the New Safekeeping
Structure)
(b)
New Global Note:
No
25.
Additional Financial Centre(s):
Not Applicable
26.
Talons for future Coupons to be attached to No
Definitive Notes:
27.
Other terms or special conditions:
The words "180 days" in Condition 4.8(a)(i)
(Covenants - Reports to Noteholders) shall be
deleted and replaced with the words "120 days".
RESPONSIBILITY
The Issuer and the Original Guarantors accept responsibility for the information contained in this Pricing
Supplement.

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PART B OTHER INFORMATION

1.
LISTING
Application has been made to Euronext Dublin for
the Notes to be admitted to the Official List and to
trading on the Global Exchange Market of Euronext
Dublin with effect from 27 March 2019.
2.
RATINGS

Ratings:
The Notes to be issued are expected to be rated
BBB- by Fitch Ratings Limited (Fitch), Ba1 by
Moody's Investor Service Limited (Moody's) and
BB+ by Standard & Poor's Global Ratings Europe
(S&P).

Each of Fitch, Moody's and S&P are established in
the European Union and are registered under the
Regulation (EC) No. 1060/2009 (as amended) (the
CRA Regulation).

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for (i) any fees payable to the Joint Lead Managers named below; and (ii) the net proceeds
being used by the Issuer to repay, in whole or in part, certain of its existing financial indebtedness
under one or more facilities in relation to which certain of the Joint Lead Managers and/or their
affiliates may be creditors, so far as the Issuer is aware, no person involved in the issue of the Notes
has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and
may in the future engage, in investment banking and/or commercial banking transactions with, and
may perform other services for, the Issuer and the Original Guarantors and their affiliates in the
ordinary course of business.
4.
OPERATIONAL INFORMATION
(a)
ISIN:
XS1969645255
(b)
Common Code:
196964525
(c)
CFI:
DTFXFB, as updated, as set out on the website of
the Association of National Numbering Agencies
(ANNA) or alternatively sourced from the
responsible National Numbering Agency that
assigned the ISIN
(d)
FISN:
PPF ARENA 1 B.V/1EMTN 20240326, as updated,
as set out on the website of the Association of
National
Numbering
Agencies
(ANNA)
or
alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN
(e)
Any clearing system(s) other than Not Applicable

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Euroclear
and
Clearstream,
Luxembourg
and
the
relevant
identification number(s):
(f)
Delivery:
Delivery against payment
(g)
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
(h)
Intended to be held in a manner Yes. Note that the designation "yes" simply means
which would allow Eurosystem that the Notes are intended upon issue to be
eligibility:
deposited with one of the ICSDs as common
safekeeper, and registered in the name of a nominee
of one of the ICSDs acting as common safekeeper,
and does not necessarily mean that the Notes will be
recognised as eligible collateral for Eurosystem
monetary policy and intra day credit operations by
the Eurosystem either upon issue or at any or all
times during their life. Such recognition will depend
upon the ECB being satisfied that Eurosystem
eligibility criteria have been met.
5.
DISTRIBUTION
(a)
Method of distribution:
Syndicated
(b)
If syndicated, names of Joint Lead HSBC Bank plc
Managers:
Société Générale
(the Global Co-ordinators)
Bank of China Limited, London Branch
BNP Paribas
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Erste Group Bank AG
ING Bank N.V., London Branch
PPF banka a.s.
UniCredit Bank AG
(together with the Global Co-ordinators, the Joint
Lead Managers)
(c)
Stabilisation Manager(s) (if any):
HSBC Bank plc
(d)
If non-syndicated, name of relevant Not Applicable
Dealer:
(e)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(f)
Additional selling restrictions:
Not Applicable

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(g)
Prohibition of Sales to EEA Retail Applicable
Investors:
(h)
Prohibition of Sales to Belgian Applicable
Consumers:

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