Obligation Akelius Living 2.249% ( XS2110077299 ) en EUR

Akelius Living

96.8 % ▼

Suede

XS2110077299 ( en EUR )

2.249% par an ( paiement annuel )

16/05/2081

Prospectus brochure de l'obligation Akelius Residential Property XS2110077299 en EUR 2.249%, échéance 16/05/2081

17/05/2025 ( Dans 5 jours )

Akelius Residential Property est une société immobilière suédoise cotée en bourse, spécialisée dans l'acquisition, la gestion et le développement de logements locatifs dans plusieurs grandes villes d'Amérique du Nord et d'Europe.

L'Obligation émise par Akelius Living ( Suede ) , en EUR, avec le code ISIN XS2110077299, paye un coupon de 2.249% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/05/2081

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.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE CAPITAL SECURITIES
DESCRIBED IN THE PROSPECTUS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE CAPITAL SECURITIES DESCRIBED IN THE
PROSPECTUS MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (REGULATION S)) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES
LAWS.
THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S.
PERSON OR U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN
WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE
GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE
NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE CAPITAL SECURITIES DESCRIBED IN
THE PROSPECTUS.
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. person 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, the 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.
The 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 jurisdiction.
This communication is directed only at persons who (a) are outside the United Kingdom or (b) have professional experience in
matters relating to investments or (c) are persons falling within Articles 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 persons 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.
The 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. Please ensure that your copy of the Prospectus is complete.
You are responsible for protecting against viruses and other destructive items.

AKELIUS RESIDENTIAL PROPERTY AB (PUBL)
(incorporated in the Kingdom of Sweden as a public company with limited liability)
EUR 500,000,000 Subordinated Fixed to Reset Rate Capital Securities due 2081
Issue price: 100 per cent.
Akelius Residential Property AB (publ), a public limited company with limited liability incorporated under the laws of the Kingdom of
Sweden (the Issuer) is offering EUR 500,000,000 Subordinated Fixed to Reset Rate Capital Securities due 2081 (the Capital Securities).
Interest will accrue on the Capital Securities from (and including) 17 February 2020 (the Issue Date) to (but excluding) 17 May 2026 (the
First Reset Date) at a rate of 2.249 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 17 May in each year from (and including) 17 May 2020.
The first payment of interest will be made on 17 May 2020 in respect of the period from (and including) the Issue Date to (but excluding) 17
May 2020 (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 Capital 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 effect 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 17 May 2081. 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 transaction
not subject to, the registration requirements of the Securities Act.
This prospectus (the Prospectus) has been approved by the Central Bank of Ireland, as competent authority under Regulation (EU)
2017/1129 (the Prospectus Regulation). The Central Bank of Ireland only approves this Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of the Issuer or the quality of the Capital Securities that are the subject of this Prospectus. Investors should make their own
assessment as to the suitability of investing in the Capital Securities.
Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the Capital Securities to be
admitted to the Official List and trading on its regulated market (the Regulated 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 (which, for these purposes, includes the United
Kingdom (the UK)) (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 Official List and have been admitted to trading on the Regulated Market. The Regulated
Market is a regulated market for the purposes of MiFID II. This Prospectus will be valid for a period of twelve months from the date hereof.
For the avoidance of doubt, the Issuer shall have no obligation to supplement this Prospectus in the event of any significant new factor,
material mistake or material inaccuracy after the earlier of (i) the date twelve months from the date of this Prospectus and (ii) the date on
which the Notes are admitted to trading on a regulated market.
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 assessment 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 AND UK 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 or in the UK. 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 (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 Capital

Securities or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling
the Capital Securities or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
The Issuer has been rated BBB by S&P Global Ratings 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 European Union (the EU) and is registered under Regulation (EC) No. 1060/2009
(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 (ESMA) 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) and is provided by ICE
Benchmark Administration Limited or by reference to the Euro Interbank Offer Rate (EURIBOR), which is provided by the European
Money Markets Institute. As at the date of this Prospectus, ICE Benchmark Administration Limited and the European Money Markets
Institute each appear in ESMA's register of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the Benchmarks
Regulation).
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 the Issue 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 30 March 2020 (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 factors described under
the heading "Risk Factors" on page 1 of this Prospectus.
Structuring Adviser
BARCLAYS
Joint Bookrunners
BARCLAYS
BNP PARIBAS
DANSKE BANK
The date of this Prospectus is 13 February 2020

IMPORTANT INFORMATION
This Prospectus comprises a prospectus for the purposes of Article 6(3) of the Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer, 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 all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below) and shall 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 shall refer to shares, share capital and
corporate governance of Akelius Residential Property AB (publ).
The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains all material
information with respect to the Issuer and the Capital Securities (including all 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 all 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 accuracy 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, BNP Paribas or Danske Bank A/S 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.
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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 shall
in any circumstances imply that the information contained herein concerning 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 will not be registered under 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 sell 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 Issuer, 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 will 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
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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, Barclays Bank PLC 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.
All references in this Prospectus to Euro and EUR 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 USD are to the lawful currency for the time being of
the United States, references to GBP are to the lawful currency for the time being of the United
Kingdom, references to CAD 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 generally 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 all
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:
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(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;
(ii)
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 will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all 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 ................................................................................................. 17
Forward-Looking Statements ................................................................................................................ 18
Conditions of the Capital Securities...................................................................................................... 19
Summary of Provisions Relating to the Capital Securities in Global Form.......................................... 50
Use of Proceeds..................................................................................................................................... 52
Alternative Performance Measures ....................................................................................................... 53
Description of the Issuer and the Group ............................................................................................... 57
Board of Directors, Management and Auditors .................................................................................... 78
Taxation ................................................................................................................................................ 81
Subscription and Sale ............................................................................................................................ 84
General Information .............................................................................................................................. 86

RISK FACTORS
Any investment in the Capital Securities is subject to a number of risks. Prior to investing in the
Capital Securities, prospective investors should carefully consider risk factors associated with any
investment in the Capital Securities, the business of the Issuer and the industry in which it operates
together with all other information contained in this Prospectus, including, in particular the risk
factors described below. Words and expressions defined in the "Terms and Conditions of the Capital
Securities" (the Conditions) below or elsewhere in this Prospectus have the same meanings in this
section.
The following is not an exhaustive list or explanation of all risks which investors may face when
making an investment in the Capital Securities and should be used as guidance only. Additional risks
and uncertainties relating to the Issuer that are not currently known to the Issuer, or that either
currently deems immaterial, may individually or cumulatively also have a material adverse effect on
the business, prospects, results of operations and/or financial position of the Issuer and, if any such
risk should occur, the price of the Capital Securities may decline and investors could lose all or part
of their investment.
The risk factors in this section are categorised as follows:
"Risk factors that are specific and material to the Issuer and the Group" with the subcategories:

"Risks relating to the financial position of the Issuer and the Group";

"Risks relating to the industry and the market"; and

"Legal and regulatory risks", as well as
"Risk factors that are specific and material to the Capital Securities"
When a risk factor is relevant in more than one category, such risk factor is presented only under the
category deemed to be the most relevant for such risk factor. The most significant risk factor under
each category is presented first. The other risk factors are not ordered by significance or probability
of the risk being materialised. The significance is assessed mainly on the basis of two criteria, (i) the
probability that the risk will materialise and (ii) the magnitude of the negative effect the materialised
risk may have on the Issuer and the Group and any investors. In order to present the assessment of the
significance of the risks on the basis of the criteria in a clear and concrete manner, the risk factors are
described with quantitative information and/or a qualitative scale with the designations low, medium
and high.
Risk factors that are specific and material to the Issuer and the Group
Risks relating to the financial position of the Issuer and the Group
Risk of change in value
The Group's properties are recorded at fair value in the balance sheet, based on the Issuer's internal
valuations, and changes in property value are recorded in the income statement. As a general rule, fair
value is determined on the basis of prices in an active market and corresponds to the value attributed to
the asset in a transaction between informed parties that are independent of each other and have an
interest in the transaction being completed. On 31 December 2019, the Group's property portfolio
consisted of 44,226 apartments. According to the Issuer's internal valuation, property holdings
comprised a total value of EUR 11,964 million on that date. The Issuer's internal valuation is based,
1

among other things, on a number of assumptions. There is, therefore, a risk that the valuations have
been based on assumptions that are entirely or partly inaccurate, which may give an incorrect
reflection of the value of the Group's property portfolio and thus the Group's financial position.
Further, the value of the Group's properties are affected by a number of factors, including property-
specific factors such as rent levels and operating costs (see "Operating costs, etc" below), as well as
market-specific such as supply and demand for residential property and yield requirements, cost of
capital and applied interest rates on comparable transactions in the property markets where the Group
operates (see "Interest risk" below). In addition, the value of the Group's property is also affected by
the potential that properties may be disposed of through sales. Large reductions in property value may
decrease the Group's credit rating and reduce its ability to obtain financing (see more under
"Financing risk" below) and to invest in new properties and property developments projects, as part of
the Group's ongoing ordinary course operations.
The risk of such property-specific or market-specific factors occurring that adversely affect the value
of the Group's property is deemed to be high. Given that the Group's balance sheet predominantly
consists of property and that several adverse consequences may arise in the event of valuation
decreases, it may have a highly material adverse effect on the Group's operations, results and financial
position if the risk is materialised.
Interest risk
On 31 December 2019, the Group's loan-to-value ratio was 40 per cent. Loans, excluding the Group's
existing 60-year subordinated hybrid loan, amounted to EUR 4,857 million with an average interest
rate level of 2.25 per cent. and an average fixed-rate term of 4.5 years. The Group's total interest
expenses for debt, including the existing 60-year subordinated hybrid loan, amounted to EUR 134
million during 2019 and is one of the Group's largest cost items.
The Group's interest rate levels are affected by underlying market rates as well as credit margins on
the loan amount. Interest rates have historically fluctuated due to, and are in the future likely to be
affected by, a number of different factors. Such factors include macroeconomic factors as well as
inflation expectations, the households' financial capacity and confidence, and monetary policy (see
more under "Financing risk" below), as well as factors linked to the Group's operations and industry,
such as demand for rental properties. Because some of the Group's loans incur interest at floating rates,
changes in interest rates can lead to increased interest expenses for the Group.
The risk that interest rates may increase and result in increases to the Group's interest expenses, and
adversely affect the value of the Group's property, is deemed to be high (see "Risk of change in value"
above). Considering the Group's loan-to-value ratio and that interest expenses are one of the Group's
largest cost items, such increases can have a highly material adverse effect on the Group's operations,
results and financial position, if the risk is materialised.
Financing risk
The Group depends on external financing for, among other things, its liquidity, refinancing its debt
when it falls due and for property development. On 31 December 2019, the Group's loans, excluding
the existing 60-year subordinated hybrid loan, amounted to EUR 4,857 million. If financing cannot be
obtained on acceptable terms there is a high risk that both acquisitions and development projects could
be postponed in the future. Delayed property upgrades affect the present value of development
projects, which in turn has an adverse impact on the property value (see "Risk of change in value"
above).
As a part of the Group's strategy to seek capital market financing on favourable terms and conditions,
the Issuer has applied for and received the long-term credit rating BBB (stable outlook) from S&P. If
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