Obligation AroundCity 2.875% ( XS2027946610 ) en EUR

AroundCity

84.36 % ▲

Allemagne

XS2027946610 ( en EUR )

2.875% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Aroundtown XS2027946610 en EUR 2.875%, échéance Perpétuelle

12/01/2026 ( Dans 248 jours )

Aroundtown Property Holdings est une société d'investissement immobilier cotée en bourse, axée sur les propriétés de bureaux et de commerces de détail dans les principales villes européennes.

L'Obligation émise par AroundCity ( Allemagne ) , en EUR, avec le code ISIN XS2027946610, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

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
Subordinated Notes has led to the conclusion that: (i) the target market for the Subordinated Notes is 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 Subordinated Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Subordinated 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 Subordinated Notes (by either adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Subordinated 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
MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where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or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the
Prospectus Directive). Consequently no key information document required by Regulation (EU) No
1286/2014 (the PRIIPs Regulation) for offering or selling the Subordinated Notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the
Subordinated Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
FINAL TERMS
11 July 2019
Aroundtown SA
société anonyme
1, Avenue du Bois
L-1251 Luxembourg
R.C.S. Luxembourg: B217868
Legal entity identifier (LEI): 529900H4DWG3KWMBMQ39
Issue of EUR 500,000,000 2.875 per cent. Undated Subordinated Notes
under the 10,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Offering Circular dated 5 October 2018 and the supplements to it dated 29 November 2018, 28 March 2019,
30 May 2019 and 20 June 2019 which together constitute a base prospectus for the purposes of the
Prospectus Directive (the Offering Circular). This document constitutes the Final Terms of the
Subordinated Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be
read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the
Subordinated Notes is only available on the basis of the combination of these Final Terms and the Offering
Circular. The Offering Circular has been published on the website of the Central Bank of Ireland,
www.centralbank.ie.
1.
Issuer:
Aroundtown SA
1

2.
(a)
Series Number:
25
(b)
Tranche Number:
1
(c)
Date on which the Subordinated Not Applicable
Notes will be consolidated and form
a single Series:
3.
Specified Currency or Currencies:
Euro (EUR)
4.
Aggregate Nominal Amount:
(a)
Series:
EUR 500,000,000
(b)
Tranche:
EUR 500,000,000
5.
Issue Price:
98.149 per cent. of the Aggregate Nominal Amount
6.
(a)
Specified Denominations:
EUR 100,000 and integral multiples of EUR 1,000 in
excess thereof up to and including EUR 199,000.
No Subordinated Notes in definitive form will be
issued with a denomination above EUR 199,000.
(b)
Calculation Amount (in relation to EUR 1,000
calculation of interest in global form
see Conditions):
7.
(a)
Issue Date:
12 July 2019
(b)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
Undated
9.
Interest Basis:
2.875 per cent. Fixed Rate Resettable Subordinated
Note
(see paragraph 14 below)
10.
Redemption/Payment Basis:
Not Applicable
11.
Call Options:
Issuer Call
Tax Deduction Event
Accounting Event
Rating Event
Gross-up Event
Repurchase Event
Change of Control Event
(see paragraphs 18, 19, 20, 21, 22 and 23 below)
12.
Status of the Subordinated Notes:
Undated Subordinated Notes
13.
Date Board approval for issuance of Not Applicable
Subordinated Notes obtained:
2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Resettable Subordinated Note Applicable
Provisions:
(a)
First Fixed Rate of Interest:
2.875 per cent. per annum payable in arrear on each
Interest Payment Date
(b)
Interest Payment Date(s):
12 January in each year from and including 12
January 2020 with a short first Fixed Interest Period
from, and including, the Interest Commencement
Date to, but excluding, 12 January 2020.
(c)
Fixed
Coupon
Amount(s)
for EUR 28.75 per Calculation Amount (other than in
Subordinated Notes in definitive respect of the short first Fixed Interest Period, as to
form
(and
in
relation
to which, see (d) below)
Subordinated Notes in global form
see Conditions) and in respect of the
period from (and including) the
Interest Commencement Date up to
(but excluding) the First Reset Date:
(d)
Broken Amount(s) for Subordinated EUR 14.493 per Calculation Amount, in respect of
Notes in definitive form (and in the short first Fixed Interest Period, payable on the
relation to Subordinated Notes in Interest Payment Date falling on 12 January 2020
global form see Conditions):
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination Date(s):
12 January in each year
(g)
First Reset Date:
12 January 2025
(h)
Reset Date(s):
The First Reset Date and each date falling on the
fifth anniversary of the First Reset Date
(i)
Subsequent Reset Reference Rate(s) Subsequent Reset Reference Rate: Mid Swaps
and Relevant Financial Centre:
Relevant Financial Centre: Brussels
(j)
Margin:
In respect of (a) the Reset Period ending on (but
excluding) 12 January 2030, 3.46 per cent.; (b) each
Reset Period which falls in the period commencing
on (and including) 12 January 2030 and ending on
(but excluding) 12 January 2045, 3.71 per cent.; and
(c) each Reset Period which falls on or after 12
January 2045, 4.46 per cent.
(k)
Mid Swap Reference Rate Screen Bloomberg screen ICAE54
Page:
(l)
Reset Determination Date(s):
The day falling two Business Days prior to the
relevant Reset Date
3

(m)
Subsequent Reset Reference Rate 11.00 a.m. (Central European Time)
Time:
(n)
Step Up Margin after Change of 5.00 per cent. per annum
Control Event:
(o)
Subsequent Reset Floating Leg 6-month EURIBOR
Reference Rate:
(p)
Subsequent Reset Floating Leg Reuters screen page EURIBOR01
Screen Page:
(q)
Initial Reset Reference Rate:
-0.210 per cent.
15.
Floating Rate Subordinated Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
16.
Notice periods for Condition 7:
Minimum period: 30 days
Maximum period: 60 days
17.
Issuer Call:
Applicable
First Call Date:
Not Applicable
18.
Tax Deduction Event:
Applicable
19.
Accounting Event:
Applicable
20.
Rating Event:
Applicable
21.
Gross-up Event:
Applicable
22.
Repurchase Event:
Applicable
23.
Change of Control Event:
Applicable
24.
Final Redemption Amount:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SUBORDINATED NOTES
25.
Form of Subordinated Notes:
(a)
Form:
Bearer Subordinated Notes:
Temporary Global Subordinated Note exchangeable
for a Permanent Global Subordinated Note which is
exchangeable for Definitive Subordinated Notes only
upon an Exchange Event
(b)
New Global Subordinated Note:
No
26.
Additional Financial Centre(s):
London
4

27.
Talons for future Coupons to be attached to Yes, as the Subordinated Notes have more than 27
Definitive Subordinated Notes:
coupon payments, Talons may be required if, on
exchange into definitive form, more than 27 coupon
payments are still to be made
5

Signed on behalf of Aroundtown SA:
By: ..........................................................
Frank Roseen
Duly authorised
Director
By: ..........................................................
Duly authorised
Oschrie Massatschi
Director
6

PART B OTHER INFORMATION
1.
LISTING
AND
ADMISSION
TO
TRADING
(i)
Listing and Admission to trading
Application has been made by the Issuer (or on its
behalf) for the Subordinated Notes to be admitted to
trading on the Regulated Market of Euronext Dublin
and listing on the official list of Euronext Dublin
with effect from the Issue Date.
(ii)
Estimate of total expenses related to 1,000
admission to trading:
2.
RATINGS
Ratings:
The Subordinated Notes to be issued are expected to
be rated BBB- by S&P
The following paragraphs in italics do not form
part of the Terms and Conditions.
The Issuer intends (without thereby assuming a legal
or contractual obligation) that they will redeem or
repurchase the Notes only to the extent they are
replaced with instruments with equivalent S&P
equity credit. Such replacement would be provided
during the 360-day period prior to the date of such
redemption or repurchase. The net proceeds
received by the Issuer or any Subsidiary from the
sale to third party purchasers of securities which are
assigned an S&P equity credit that is at least equal
to the equity credit assigned to the Notes by S&P at
their issuance will count as replacement.
The following exceptions apply as to the Issuer's
replacement intention. The Notes are not required to
be replaced:
(i) if the rating assigned by S&P to the Issuer is at
least BBB+ and the Issuer is comfortable that
such rating would not fall below this level as a
result of such redemption or repurchase; or
(ii) in the case of repurchase of less than (x) 10 per
cent. of the aggregate principal amount of the
Notes originally issued in any period of 12
consecutive months or (y) 25 per cent. of the
aggregate principal amount of the Notes
originally issued in any period of 10 consecutive
years is repurchased; or
(iii) if the Notes are redeemed pursuant to a Rating
7

Event, an Accounting Event, a Tax Deductibility
Event, or a Gross-Up Event; or
(iv) if the Notes are not assigned an "equity credit"
(or such similar nomenclature then used by S&P
at the time of such redemption or repurchase);
or
(v) if such redemption or repurchase occurs on or
after 12 January 2045.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
issue of the Subordinated Notes has an interest material to the offer. The 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 its affiliates in the
ordinary course of business.
4.
YIELD
Indication of yield:
3.250 per cent. per annum
The yield is calculated at the Issue Date for the
period until the First Reset Date on the basis of the
Issue Price. It is not an indication of future yield.
5.
OPERATIONAL INFORMATION
(i)
ISIN:
XS2027946610
(ii)
Common Code:
202794661
(iii)
CFI:
DTFUFB
(iv)
FISN:
AROUNDTOWN SA/1EMTN 20450112
(v)
Any clearing system(s) other than Not Applicable
Euroclear
and
Clearstream,
Luxembourg
and
the
relevant
identification number(s):
(vi)
Delivery:
Delivery against payment
(vii)
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
6.
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If
syndicated,
names
of
the Goldman Sachs International;
Managers:
Morgan Stanley & Co. International plc;
Société Générale; and
UBS AG London Branch.
8

(iii)
Date of Subscription Agreement:
11 July 2019
(iv)
Stabilisation Manager(s) (if any):
Not Applicable
(v)
If non-syndicated, name of relevant Not Applicable
Dealer:
(vi)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(vii)
Prohibition of Sales to EEA Retail Applicable
Investors:
(viii)
Prohibition of Sales to Belgian Applicable
Consumers:
9