Bond Unibail-Rodanco SE Bonds 3.5% ( FR001400SIM9 ) in EUR

Unibail-Rodanco SE Bonds

100 % ▲

France

FR001400SIM9 ( in EUR )

3.5% per year ( payment 1 time a year)

11/09/2029

Prospectus brochure of the bond Unibail-Rodamco SE Bonds FR001400SIM9 en EUR 3.5%, maturity 11/09/2029

11/09/2026 ( In 216 days )

Unibail-Rodamco SE Bonds are corporate debt instruments issued by the global real estate group Unibail-Rodamco-Westfield (URW) to finance its operations and investments, offering fixed-income returns to bondholders.

The Bond issued by Unibail-Rodanco SE Bonds ( France ) , in EUR, with the ISIN code FR001400SIM9, pays a coupon of 3.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 11/09/2029

Execution Version

FINAL TERMS
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 ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, 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 (the "EU 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
retail investors in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK 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 United Kingdom. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful
under the UK 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, taking into account the five categories referred to in item
19 of the Guidelines published by ESMA on 3 August 2023 has led to the conclusion that: (i) the target
market for the Notes are 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.

1

9 September 2024
UNIBAIL-RODAMCO-WESTFIELD SE
(LEI 969500SHQITWXSIS7N89)
Issue of EUR 650,000,000 3.500 per cent. Green Bonds due 11 September 2029
Guaranteed by Unibail-Rodamco-Westfield N.V., URW America Inc., WCL Finance Pty Limited, WEA
Finance LLC, Westfield America Trust, Westfield Corporation Limited, Westfield UK & Europe Finance
plc and WFD Trust
Under the EURO 20,000,000,000
Guaranteed 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 under the
heading "Terms and Conditions of the Notes" in the Base Prospectus dated 2 August 2024 which received approval
no. 24-346 from the Autorité des marchés financiers (the "AMF") on 2 August 2024 which constitutes a base
prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the
Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all the relevant
information. The Base Prospectus is available for viewing at the website of the Issuer (www.urw.com) and copies
may be obtained from 7 Place du Chancelier Adenauer, CS 31622, 75772 Paris Cedex 16, France and BNP Paribas,
Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin, France.
1
(i)
Series Number:
133

(ii)
Tranche Number:
1
2
Specified Currency or Currencies:
Euro ("EUR")
3
Aggregate Nominal Amount:

(i)
Series:
EUR 650,000,000

(ii)
Tranche:
EUR 650,000,000
4
Issue Price:
99.946 per cent. of the Aggregate Nominal Amount.
5
Specified Denominations:
EUR 100,000
6
(i)
Issue Date:
11 September 2024

(ii)
Interest Commencement Date:
Issue Date
7
Maturity Date:
11 September 2029
8
Interest Basis:
3.500 per cent. Fixed Rate
(see paragraph 12 below)
9
Change of Interest Basis:
Not Applicable
10
Put/Call Options:
Issuer Call
Clean-up Call
2

Make-whole Redemption
(See paragraphs 15, 16 and 17 below)
11
Date of Board approval for issuance of Issuer:
Notes and Guarantees obtained:
Unibail-Rodamco-Westfield SE management board: 6
December 2023
Guarantors:
Unibail-Rodamco-Westfield N.V. management board: 7
December 2023
URW America: 26 July 2024
WEA Finance LLC: 26 July 2024
WCL Finance Pty Limited: 2 August 2024
Westfield America Trust: 2 August 2024
Westfield Corporation Limited: 2 August 2024
WFD Trust: 2 August 2024
Westfield UK & Europe Finance plc: 25 July 2024

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12
Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
3.500 per cent. per annum payable annually in arrear on each
Interest Payment Date up to and including the Maturity Date

(ii)
Interest Payment Date(s):
11 September in each year commencing on 11 September
2025

(iii)
Fixed Coupon Amount(s):
EUR 3,500 per Specified Denomination

(iv)
Day Count Fraction:
Actual/Actual-ICMA

(v)
Determination Dates:
11 September in each year
13
Floating Rate Note Provisions
Not Applicable
14
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
15
Call Option
Applicable

(i)
Optional Redemption Date(s):
At any time from and including the date which falls three
months prior to but excluding the Maturity Date

(ii)
Optional
Redemption EUR 100,000 per Specified Denomination
Amount(s) of each Note:

(iii)
If redeemable in part:
Not Applicable
3

(iv)
Notice period:
As per Conditions
16
Make-whole Redemption by the Applicable
Issuer

(i)
Notice period:
As per Condition 5(d)

(ii)
Parties to be notified (if other Not Applicable
than set out in Condition 5(d) of
the Conditions):

(iii)
Reference Bond:
0.00%
Bundesobligationen
of
the
Bundesrepublik
Deutschland (Bund) due 15 August 2029 with ISIN:
DE0001102473

(iv)
Make-whole Margin:
0.25 per cent. per annum

(v)
Make-whole Calculation
Aether Financial Services
Agent:

(vi)
Quotation Agent:
Crédit Agricole Corporate and Investment Bank

(vii)
Reference Dealers:
As per Conditions
17
Clean-up Call Option
Applicable

(i)
Minimum Percentage:
25 per cent.

(ii)
Clean-up Call Amount:
EUR 100,000 per Specified Denomination

(iii)
Notice period:
As per Conditions
18
Put Option
Not Applicable
19
Final Redemption Amount of each Subject to any purchase and cancellation or early redemption,
Note
the Notes will be redeemed on the Maturity Date at 100 per
cent. of their nominal amount
20
Early Redemption Amount

(i)
Early Redemption Amount(s) EUR 100,000 per Specified Denomination
payable on redemption for
taxation reasons or on event of
default:

(ii)
Redemption
for
taxation Yes
reasons permitted on days other
than Interest Payment Dates:

(iii)
Unmatured Coupons to become Not Applicable
void upon early redemption:

4

GENERAL PROVISIONS APPLICABLE TO THE NOTES
21
Form of Notes:
Dematerialised Notes
Bearer form (au porteur)
22
Financial Centre(s):
Not Applicable
23
Talons for future Coupons or Receipts Not Applicable
to be attached to Definitive Notes (and
dates on which such Talons mature):
24
Details relating to Instalment Notes:
Not Applicable
25
Masse (Condition 10 of the Terms Condition 10 applies.
and Conditions of the Notes):

(i)
Representative:
Aether Financial Services
36 rue de Monceau
75008 Paris
France

(ii)
Remuneration of
EUR 400 per annum
Representative:
26
Governing law:
The Notes and any non-contractual obligations arising out of
or in connection with the Notes will be governed by, and shall
be construed in accordance with, French law
27
Exclusion of the possibility to request Applicable
identification information of the
Noteholders
as
provided
by
Condition 1(a)(i) of the Notes:

5

Signed on behalf of UNIBAIL-RODAMCO-WESTFIELD SE as Issuer:
By:
............................................
Duly authorised
Signed for acknowledgment on behalf of UNIBAIL-RODAMCO-WESTFIELD N.V. as Guarantor:
....................................

....................................
Name: Dominic Lowe

Name: Gerard L.W. Sieben
Title: MB Member / Chief Operating Officer US Title: MB Member / CFO

Document Outline

URW - Final Terms (2029)
URW_Final Terms_2029 Notes