Obbligazione HeidelbergZement 8.5% ( XS0458685913 ) in EUR

Emittente HeidelbergZement
Prezzo di mercato 100 EUR  ▲ 
Paese  Germania
Codice isin  XS0458685913 ( in EUR )
Tasso d'interesse 8.5% per anno ( pagato 1 volta l'anno)
Scadenza 31/10/2019 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione HeidelbergCement XS0458685913 in EUR 8.5%, scaduta


Importo minimo 1 000 EUR
Importo totale 500 000 000 EUR
Descrizione dettagliata HeidelbergCement è una delle maggiori aziende produttrici di cemento al mondo, attiva in oltre 50 paesi con un'ampia gamma di prodotti e servizi per il settore delle costruzioni.

The Obbligazione issued by HeidelbergZement ( Germany ) , in EUR, with the ISIN code XS0458685913, pays a coupon of 8.5% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 31/10/2019







HeidelbergCement AG
(a stock corporation incorporated under the laws of the Federal Republic of Germany, having its corporate domicile in Heidelberg, Federal Republic of Germany)
Euro 1,000,000,000 7.5% Notes of 2009 due 2014
Euro 1,000,000,000 8.0% Notes of 2009 due 2017
Euro 500,000,000 8.5% Notes of 2009 due 2019
guaranteed by
Hanson Limited
(a private company limited by shares incorporated under the laws of England and Wales, having its corporate domicile in Maidenhead, United Kingdom)
HeidelbergCement AG (the "Issuer", "HeidelbergCement AG"or "HeidelbergCement") will issue on October 21, 2009 (the "Issue Date")
c 1,000,000,000 7.5% notes due 2014 (the "2014 Notes"), c 1,000,000,000 8.0% notes due 2017 (the "2017 Notes") and c 500,000,000 8.5% notes
due 2019 (the "2019 Notes" and, together with the 2014 Notes and the 2017 Notes, the "Notes"). The 2014 Notes will bear interest from and
including October 21, 2009 to, but excluding, October 31, 2014 at a rate of 7.5% per annum, payable semi-annually in arrear on April 30 and October 31
in each year. The first payment of interest on the 2014 Notes shall be made on April 30, 2010, relates to the first long interest period from and including
October 21, 2009 to but excluding April 30, 2010 and will amount of c 39.37 for each specified denomination. The 2014 Notes will be redeemed at par
on October 31, 2014. The 2017 Notes will bear interest from and including October 21, 2009 to, but excluding, January 31, 2017 at a rate of 8.0% per
annum, payable semi-annually in arrear on January 31 and July 31 in each year. The first payment of interest on the 2017 Notes shall be made on
January 31, 2010, relates to the first short interest period from and including October 21, 2009 to but excluding January 31, 2010 and will amount to
c 22.00 for each specified denomination. The 2017 Notes will be redeemed at par on January 31, 2017. The 2019 Notes will bear interest from and
including October 21, 2009 to, but excluding, October 31, 2019 at a rate of 8.5% per annum, payable semi-annually in arrear on April 30 and October 31
in each year. The first payment of interest on the 2019 Notes shall be made on April 30, 2010, relates to the first long interest period from and including
October 21, 2009 to but excluding April 30, 2010 and will amount to c 22.31 for each specified denomination. The 2019 Notes will be redeemed at par
on October 31, 2019.
The obligations under the Notes constitute unsubordinated and, except for the guarantee described in the next sentence, unsecured 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. The Notes have the benefit of an unconditional and irrevocable
guarantee which may expire, see page 178, (the "Guarantee") of Hanson Limited (the "Guarantor"). The Notes and the Guarantee will be
effectively subordinated to all secured indebtedness of the Issuer and the Guarantor to the extent of the value of the collateral securing such
indebtedness.
The Notes are subject to the redemption provisions as set out elsewhere in this Prospectus.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and admit the Notes to trading on the regulated
market of the Luxembourg Stock Exchange, a market appearing on the list of regulated markets issued by the E.C. pursuant to Directive 2004/39/EC
of 21 April 2004 on markets in financial instruments.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 32.
2014 Notes Issue Price: 98.4650% plus accrued interest from the Issue Date
2017 Notes Issue Price: 97.3490% plus accrued interest from the Issue Date
2019 Notes Issue Price: 96.7390% plus accrued interest from the Issue Date
The Notes have been accepted for clearing through the Clearing System.
This Prospectus dated October 19, 2009 (the "Prospectus") constitutes a prospectus within the meaning of Article 5 para. 3 of the Directive 2003/71/EC of
the European Parliament and the Council of 4 November 2003 (the "Prospectus Directive"). This Prospectus wil be published in electronic form together
with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus has been approved by
the Commission de Surveil ance du Sector Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the
Luxembourg law relating to prospectuses (Loi relative aux prospectus pour valeurs mobilières), which implements Directive 2003/71/EC of the European
Parliament and the Council of 4 November 2003. The Issuer has requested the CSSF to provide the competent authority in the Federal Republic of Germany
("Germany") with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg law relating to prospectuses
for securities (the "Notification").
The Notes will be issued in bearer form with a denomination of c 1,000 each and are governed by German law.
The 2014 Notes have been assigned the following securities codes: ISIN XS0458230082, Common Code 045823008, WKN A1A6T6.
The 2017 Notes have been assigned the following securities codes: ISIN XS0458230322, Common Code 045823032, WKN A1A6PG.
The 2019 Notes have been assigned the following securities codes: ISIN XS0458685913, Common Code 045868591, WKN A1A6PH.
The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except
to certain persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). See "Notice" for
additional information about eligible offerees and transfer restrictions.
Global Coordinators
Joint Lead Managers and Bookrunners
Deutsche Bank
The Royal Bank of Scotland
Joint Lead Managers and Bookrunners
BofA Merrill Lynch
Commerzbank
Joint Lead Managers
Citi
ING Wholesale Banking
Nordea Markets
Société Générale
Handelsbanken
Corporate & Investment
Capital Market
Banking
Co-Lead Managers
Banca IMI
Danske Bank
Helaba
Mediobanca -- Banca di Credito Finanziario S.p.A.
NATIXIS
SEB


Responsibility Statement
The Issuer with its registered office in Germany accepts responsibility for the information contained in this
Prospectus. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its importance.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its
subsidiaries (including the Guarantor) taken as a whole (the "HC Group") and to the Notes and the Guarantee
which is material in the context of the issue and offering of the Notes and the Guarantee, including all
information which, according to the particular nature of the Issuer and the Guarantor and of the Notes and the
Guarantee is necessary to enable investors and their investment advisers to make an informed assessment of
the assets and liabilities, financial position, profits and losses, and prospects of the Issuer, the Guarantor and HC
Group and of the rights attached to the Notes and the Guarantee; (ii) the statements contained in this
Prospectus relating to the Issuer, the Guarantor, HC Group, the Notes and the Guarantee are in every material
particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the
Guarantor, HC Group, the Notes or the Guarantee the omission of which would, in the context of the issue and
offering of the Notes, make any statement in the Prospectus misleading in any material respect; and
(iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy
of all such information and statements.
NOTICE
No person is authorized to give any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must not be relied upon as having
been authorized by or on behalf of the Issuer, the Guarantor or the Managers (as defined in "Subscription and
Sale of the Notes"). Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes made
hereunder shall, under any circumstances, create any implication (i) that the information in this Prospectus is
correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which
this Prospectus has been most recently amended, or supplemented, or (ii) that there has been no adverse
change in the affairs or the financial situation of the Issuer or the Guarantor which is material in the context of
the issue and sale of the Notes since the date of this Prospectus or, as the case may be, the date on 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 into this Prospectus by reference or (iii) that any
other information supplied in connection with the issue of 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.
This Prospectus contains certain forward-looking statements. Forward-looking statements are all statements
that do not refer to historical facts or events, and forward-looking statements containing wording such as
"believes", "estimates", "assumes", "expects", "anticipates", "foresees", "intends", "hopes", "could" or
similar expressions. These expressions can be found in several sections in this Prospectus, however, in
particular in the sections "Risk Factors", "General Information about the Issuer ­ Business" as well as
"General Information about the Issuer - Recent Developments and Outlook", and wherever information is
contained in the Prospectus regarding intentions, beliefs, or current expectations of HeidelbergCement
regarding its future financial condition and results of operation, plans, liquidity, business outlooks, growth,
strategy and profitability, as well as the economic and legal conditions to which the Issuer is subjected. Such
forward-looking statements are subjected to risks and uncertainties, as they relate to future events and are
based on current assumptions by the Issuer, which may not occur at all in the future or may not occur as
assumed.
Such forward-looking statements do not represent a guarantee for the future; HeidelbergCement's actual
financial condition and results of operations, and the development of economic and legal conditions, may differ
materially from (in particular, be more negative than) those conditions expressly or implicitly assumed or
described. None of the Issuer, the Guarantor or the Managers assumes any obligation to update such forward-
looking statements or to adapt them to future events or developments.
HeidelbergCement recommends reading in particular the sections "Risk Factors" and "General Information
about the Issuer ­ Business" contained in this Prospectus for a more complete review of the factors that might
influence the future business development of HC Group and the markets in which it is active. Neither the Issuer
nor the Underwriters assume any obligation to update such forward-looking statements and to adapt them to
future events or developments. The requirement under Luxembourg law to update the Prospectus remains
unaffected.
In particular, factors that can cause actual results to differ materially from results and developments expressed
or implied by forward-looking statements include, but are not limited to the cyclical activity of the construction
sector; changes in economic conditions, especially in the USA, the UK, Central and Eastern Europe and
Western Europe, changes in the competitive market in which HC Group operates, changes in the demand or
1


pricing for HC Group's products, HC Group's inability to achieve success in its financing strategy, changes in
governmental policy or legislation relating to public works expenditure and housing, changes in governmental
policy or legislation that could affect regulatory compliance and other operating costs, costs to comply with
current and future environmental, health and safety laws and regulations, unfavorable weather conditions,
disruption to, or increased costs of, the supply of materials, energy and fuel to HC Group's business, including
as a result of increased or new regulation such as market-based (cap-and-trade) greenhouse gas emissions
control mechanisms, exchange rate fluctuations, changes in pension and post-retirement healthcare costs,
ineffective implementation of computer software systems, potential liabilities arising out of former businesses
and activities, adequacy of environmental and hazardous materials exposure insurance and insurance covering
HC Group's litigation exposure and natural disasters and other unforeseen events.
Furthermore, this Prospectus contains industry and customer-related data as well as calculations taken or
derived from industry reports published by third parties, market research reports, publicly available information
and commercial publications ("External Data"). Commercial publications generally state that the information
they contain originated from sources assumed to be reliable, but that the accuracy and completeness of such
information is not guaranteed and that the calculations contained therein are based on a series of assumptions.
The External Data have not been independently verified by the Issuer, the Guarantor or the Managers.
Therefore, neither the Issuer nor the Guarantor assumes any responsibility for the accuracy of the External
Data taken or derived from public sources.
Particular note should be taken of the fact that External Data were referred to in defining markets and
determining their size. The categories used in these sources were also used to define markets and determine
their size. These categories generally do not correspond to the categories applied by HeidelbergCement in
determining its financial and other data. The ability to compare External Data with the financial and other data of
HeidelbergCement is therefore limited, and this limited comparability should particularly be taken into account
of in regard to the statements made concerning HeidelbergCement's market shares.
The External Data contained in this Prospectus and defined above are taken from the following sources, or were
derived from them:
k
IMF World Economic Outlook Update dated July 8, 2009
k
Agrupación de Fabricantes de Cemento de Espaa (Oficemen), press release dated January 16, 2009
k
Mineral Products Association (MPA), June 2009
k
U.S. Census Bureau, history table and press release dated February 18, 2009
k
Portland Cement Association (PCA), U.S. Cement and Construction Forecast, Spring 2009
k
Portland Cement Association (PCA), U.S. Cement and Construction Forecast, Summer 2009
k
Portland Cement Association (PCA), Flash Report, June 17, 2009
k
Intergovernmental Panel on Climate Change (IPCC), Climate Change 2007: Synthesis Report dated
November 17, 2007
k
Economist Intelligence Unit (EIU), Global Insight Update June 30, 2009
k
EXANE BNP PARIBAS, Building Materials & Construction, March 2, 2009
The External Data were rendered correctly by the Issuer in the Prospectus, and the Issuer assumes respon-
sibility for this, and there have been no facts omitted that would lead to an incorrect or misleading represen-
tation of the External Data to the knowledge of the Issuer and as far as these data can be taken from the
External Data available to the Issuer. The Issuer does not have access to the underlying facts and assumptions
of numerical and market data and other information contained in publicly available sources. Consequently,
numerical and market data or other information cannot be verified by the Issuer. This Prospectus also contains
estimates of market data and information derived from them, which could not be taken from an independent
source. This information is based on HeidelbergCement's internal estimates and may therefore vary from
estimates of the Issuer's competitors or from future data collected by independent sources.
Figures contained in this Prospectus stated in "c", "EUR", or "Euro" refer to the legal currency of the Federal
Republic of Germany since January 1, 1999. Both "c thousands" and "EUR thousands" refer to thousands of
euros. Figures contained in this Prospectus stated in "$", "USD", "US$" or "U.S. Dollar" refer to the legal
currency of the United States of America. Figures contained in this Prospectus stated in "£", "GB£", "GBP",
"Pound Sterling" or "British Pound" refer to the legal currency of the United Kingdom of Great Britain and
Northern Ireland. Figures contained in this Prospectus stated in "CAD" or "C$" refer to the legal currency of
Canada. Figures contained in this Prospectus stated in "Rupiah", "IDR" or "Indonesian Rupiah" refer to the
legal currency of the Republic of Indonesia. Figures contained in this Prospectus stated in "PLN" refer to the
legal currency of the Republic of Poland. Figures contained in this Prospectus stated in "RON" refer to the legal
currency of Romania. Figures contained in this Prospectus stated in "CZK" refer to the legal currency of the
2


Czech Republic. Figures contained in this Prospectus stated in "GHC" refer to the legal currency of the Republic
of Ghana. Figures contained in this Prospectus stated in "NIS" refer to the legal currency of Israel.
The following table presents the currency exchange rates of the US$, GBP, CAD, IDR, PLN, RON, CZK, GHC
and NIS against EUR as of and, as an average exchange rate, for the six-month period ended June 30, 2009 and
2008 as well as the years ended December 31, 2008, 2007 and 2006.
January 1
January 1
January 1 to
January 1 to
January 1 to
to June 30, to June 30, December 31, December 31, December 31,
Exchange Rate
2009
2008
2008
2007
2006
Period end (US$ to EUR) . . . . .
1.4033
1.5755
1.3978
1.4589
1.3196
Average (US$ to EUR) . . . . . . .
1.3345
1.5311
1.4711
1.3707
1.2565
Period end (GBP to EUR). . . . .
0.8524
0.7906
0.9557
0.7351
0.6737
Average (GBP to EUR) . . . . . .
0.8929
0.7753
0.7942
0.6848
0.6816
Period end (CAD to EUR) . . . .
1.6313
1.6084
1.7004
1.4536
1.5373
Average (CAD to EUR) . . . . . .
1.6087
1.5419
1.5693
1.4719
1.4247
Period end (IDR to EUR) . . . . .
14,348.74
14,533.99
15,305.91
13,741.38
11,902.79
Average (IDR to EUR) . . . . . . .
14,720.83
14,120.74
14,353.58
12,560.94
11,485.67
Period end (PLN to EUR) . . . . .
4.4455
3.3449
4.1389
3.5976
3.8279
Average (PLN to EUR) . . . . . . .
4.4700
3.4924
3.5407
3.7881
3.8955
Period end (RON to EUR) . . . .
4.2009
3.6411
4.0286
3.6063
3.3808
Average (RON to EUR) . . . . . .
4.2289
3.6706
3.7038
3.3363
3.5245
Period end (CZK to EUR) . . . . .
25.9765
23.8814
26.7175
26.5053
27.4741
Average (CZK to EUR) . . . . . . .
27.1284
25.1957
25.0733
27.7863
28.3324
Period end (GHC((1)) to EUR) . .
2.0687
1.6327
1.7256
1.4153
1.2222
Average (GHC((1)) to EUR) . . . .
1.8384
1.5214
1.5688
1.2867
1.1562
Period end (NIS to EUR) . . . . .
5.5122
5.2637
5.2795
5.6211
­
Average (NIS to EUR) . . . . . . .
5.4120
5.3860
5.2669
5.6269
­
(1) Ghana's currency was redenominated on July 3, 2007 by dividing old cedi (GHC) with 10,000.
If not otherwise stated, the financial data contained in this Prospectus are derived from the audited consoli-
dated financial statements of the Issuer prepared in accordance with the International Financial Reporting
Standards of the International Accounting Standards Board (IASB) as adopted by the EU ("IFRS") and the
additional requirements of German Commercial law pursuant to Section 315a(1) of the German Commercial
Code (Handelsgesetzbuch ­ "HGB") for the fiscal years ended December 31, 2007 and 2008, from the
unaudited condensed consolidated interim financial statements of the Issuer prepared in accordance with
IFRS (IAS 34) for the six-month period ended June 30, 2009, from the audited unconsolidated financial
statements and separate audited cash flow statements of the Guarantor prepared in accordance with United
Kingdom Generally Accepted Accounting Practice for the fiscal years ended December 31, 2007 and 2008 and
from the unaudited financial statements of the Guarantor for the six-month period ended June 30, 2009 also
prepared in accordance with United Kingdom Generally Accepted Accounting Practice. Any financial data
referred to as "unaudited" in this Prospectus means that the financial data is not stemming or derived from
financial statements which were subject to an "audit" within the meaning of paragraph 13.3.3 of Annex IV to
the European Commission Regulation (EC) No. 809/2004.
Individual figures (including percentages) stated in this Prospectus have been rounded using the common
commercial method (kaufma¨nnische Rundung). The totals or interim totals contained in the tables may possibly
differ from the non-rounded figures contained elsewhere in this Prospectus due to this rounding. Furthermore,
figures that have been rounded may not add up to the interim totals, or totals contained in the tables or stated
elsewhere in this Prospectus.
A glossary with technical terms and abbreviations used herein can be found at the end of this Prospectus.
Neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer, is responsible
for the information contained in this Prospectus or any other document incorporated herein by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons makes
any representation, warranty or undertaking express or implied and none of these persons accepts any
responsibility for the accuracy and completeness of the information contained in any of these documents. The
Managers have not independently verified any such information and accept no responsibility for the accuracy
thereof.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantor.
3


This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer, the Guarantor
or the Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in
connection with the Notes should be considered as a recommendation by the Issuer, the Guarantor or the
Managers to a recipient hereof and thereof that such recipient should purchase any Notes.
This Prospectus does not constitute, and may not be used for the purposes 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 is unlawful to
make such offer or solicitation.
The Issuer, the Guarantor and the Managers do not represent that this Prospectus may be lawfully distributed
or that the Notes 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 Guarantor
or the Managers in any jurisdiction where action for that purpose is required.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any of the Notes shall in any
circumstances create any implication that the information contained herein concerning the Issuer or the
Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the offering of the Notes is correct as of any time subsequent to the date of this Prospectus.
The Managers expressly do not undertake to review the financial condition or affairs of the Issuer or the
Guarantor during the term of the Notes or to advise any Investor in the Notes of any information coming to their
attention.
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions is
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the
Guarantor and the Managers to inform themselves about and to observe any such restrictions. In particular, the
Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain limited exceptions, the
Notes may not be offered, sold or delivered within the United States or to U.S. persons.
For a further description of certain restrictions on offerings and sales of the Notes and distribution of this
Prospectus (or of any part thereof) see "Subscription and Sale of the Notes - Selling Restrictions."
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language
constitutes a translation, except for the conditions of issue of the Notes and the terms of the Guarantee in
respect of which German is the legally binding language.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH AND THE
ROYAL BANK OF SCOTLAND PLC (OR PERSONS ACTING ON THEIR BEHALF) MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT DEUT-
SCHE BANK AG, LONDON BRANCH OR THE ROYAL BANK OF SCOTLAND PLC (OR PERSONS ACTING ON
THEIR BEHALF) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN AT
ANY TIME AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILIZING OR OVER-ALLOTMENT SHALL BE
CONDUCTED IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY
RELEVANT JURISDICTION.
4


TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
GERMAN TRANSLATION OF THE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
CAPITALIZATION AND INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
GENERAL INFORMATION ABOUT THE ISSUER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
SELECTED HISTORICAL FINANCIAL INFORMATION ABOUT THE ISSUER . . . . . . . . . . . . . . . . . .
133
GENERAL INFORMATION ABOUT THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
SELECTED HISTORICAL FINANCIAL INFORMATION ABOUT THE GUARANTOR . . . . . . . . . . . . .
140
CONDITIONS OF ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
SUMMARY OF RULES REGARDING RESOLUTIONS OF HOLDERS . . . . . . . . . . . . . . . . . . . . . . . .
175
GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
SUBSCRIPTION AND SALE OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183
GENERAL INFORMATION/INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
189
NAMES AND ADDRESSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
5


SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics of and risks asso-
ciated with the Issuer, the Guarantor and the Notes. This Summary should be read as an introduction to this
Prospectus. It does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder
of this Prospectus. Any decision by an investor to invest in the Notes should be based on consideration of this
Prospectus as a whole. Where a claim relating to the information contained in this Prospectus is brought before
a court, the plaintiff investor might, under the national legislation of such court, have to bear the costs of
translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to the Issuer, but only
if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of this
Prospectus.
Words and expressions defined in the Conditions of Issue of the Notes reproduced elsewhere in this Pro-
spectus shall have the same meanings in this Summary.
Summary in Respect of the Notes
Issuer:
HeidelbergCement AG, Heidelberg, Germany
Guarantor:
Hanson Limited, Maidenhead, United Kingdom of Great Britain and
Northern Ireland ("United Kingdom")
Status of the Notes:
The obligations under the Notes constitute unsubordinated and,
except for the Guarantee, unsecured 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.
Guarantee:
Hanson Limited (the "Guarantor") has unconditionally and irrevocably
guaranteed the due payment of principal of, and interest on, and any
other amount payable under the Notes (the "Guarantee") pursuant to
an existing guarantee dated October 19, 2007. The Guarantee will
automatically expire without any further notice upon the date of pay-
ment in full of all obligations (i) of the Guarantor under the 7.875%
notes due 2010, (ii) of Hanson Australia Funding Limited under the
5.25% notes due 2013 and (iii) of Hanson Limited under the 6.125%
notes due 2016. The obligations under the Guarantee constitute
unsecured and unsubordinated obligations of the Guarantor, ranking
pari passu among themselves and pari passu with all other unsubordi-
nated and unsecured obligations of the Guarantor, except for obliga-
tions mandatorily preferred by law.
Subsidiary Guarantee:
The Issuer has undertaken, to procure that in the event that any
Relevant Subsidiary (other than a Finance Subsidiary) incurs any
Capital Market Indebtedness or issues any guarantees with respect
to, or otherwise guarantees, any Capital Market Indebtedness of
the Issuer or any Relevant Subsidiary, such Relevant Subsidiary
issues a direct and unconditional guarantee in favour of the Holders
(an "Additional Guarantee") for all amounts payable under the
Notes; all as more fully set out in the Conditions of Issue.
Global Coordinators Joint Lead
Managers and Bookrunners:
Deutsche Bank AG, London Branch
The Royal Bank of Scotland plc
Joint Lead Managers and Bookrunners:
Commerzbank Aktiengesellschaft
Merrill Lynch International
Joint Lead Managers:
Citigroup Global Markets Limited
ING Bank N.V., London branch
Nordea Bank Danmark A/S
Société Générale
Svenska Handelsbanken AB (publ)
Co-Lead Managers:
Banca IMI S.p.A.
Danske Bank A/S
Landesbank Hessen-Thu¨ringen Girozentrale
Mediobanca -- Banca di Credito Finanziario S.p.A.
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NATIXIS
Skandinaviska Enskilda Banken AB (publ)
Principal Paying Agent:
Deutsche Bank Aktiengesellschaft
Luxembourg Listing and Paying Agent:
Deutsche Bank Luxembourg S.A.
Calculation Agent:
Deutsche Bank Aktiengesellschaft
Tranches:
The Issuer issues three tranches of notes which have identical
conditions of issue save as to aggregate principal amount, specified
denomination term and maturity, interest period and applicable
interest rate. These tranches (the "Tranches") are the "2014
Notes", the "2017 Notes" and the "2019 Notes". All notes under
any Tranche are defined as the "Notes".
Aggregate Principal Amount:
For the 2014 Notes: EUR 1,000,000,000
For the 2017 Notes: EUR 1,000,000,000
For the 2019 Notes: EUR 500,000,000
Issue Price:
For the 2014 Notes: 98.465%
For the 2017 Notes: 97.349%
For the 2019 Notes: 96.739%
Issue Date and Interest
Commencement Date:
October 21, 2009
Maturity Date:
For the 2014 Notes: October 31, 2014
For the 2017 Notes: January 31, 2017
For the 2019 Notes: October 31, 2019
Denomination:
The Notes will be issued in a denomination of EUR 1,000 each.
Form of Notes:
Each Tranche of Notes will initially be represented by a temporary
global bearer Note (the "Temporary Global Note") without coupons
which will be kept in custody by a common safekeeper on behalf of
both, Clearstream Banking, société anonyme, Luxembourg "CBL")
and Euroclear Bank SA/NV ("Euroclear", Euroclear and CBL
together, the "Clearing System" and the "ICSDs"). Notes repre-
sented by the Temporary Global Note will be exchangeable for Notes
represented by a permanent global bearer Note (the "Permanent
Global Note", and each of the Temporary Global Note and the
Permanent Global Note, a "Global Note") without coupons not
earlier than 40 days after the Issue Date in accordance with the
provisions set out in the Conditions of Issue. In particular such
exchange and any payment of interest on Notes represented by
the Temporary Global Note shall only be made upon delivery of
certifications as to non-U.S. beneficial ownership in accordance with
the rules and operating procedures of the Clearing System. Pay-
ments on the Temporary Global Note will only be made against
presentation of such certifications. No definitive notes or coupons
will be issued.
The Notes are issued in new global note ("NGN") form and are kept
in custody by a common safekeeper on behalf of the ICSDs.
Interest:
The 2014 Notes will bear interest from and including October 21,
2009 to, but excluding, October 31, 2014 at a rate of 7.5% per
annum, payable semi-annually in arrear on April 30 and October 31
in each year. The first payment of interest on the 2014 Notes shall
be made on April 30, 2010, relates to the first long interest period
from and including October 21, 2009 to but excluding April 30, 2010
and will amount of EUR 39.37 for each specified denomination.
The 2017 Notes will bear interest from and including October 21,
2009 to, but excluding, January 31, 2017 at a rate of 8.0% per
annum, payable semi-annually in arrear on January 31 and July 31 in
each year. The first payment of interest on the 2017 Notes shall be
made on January 31, 2010, relates to the first short interest period
from and including October 21, 2009 to but excluding January 31,
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2010,
and will amount to EUR 22.00 for each specified
denomination.
The 2019 Notes will bear interest from and including October 21,
2009 to, but excluding, October 31, 2019 at a rate of 8.5% per
annum, payable semi-annually in arrear on April 30 and October 31
in each year. The first payment of interest on the 2019 Notes shall
be made on April 30, 2010, relates to the first long interest period
from and including October 21, 2009 to but excluding April 30, 2010
and will amount to EUR 22.31 for each specified denomination.
Taxation:
All amounts payable in respect of the Notes shall be made without
withholding or deduction for or on account of any present or future
taxes or duties of whatever nature imposed or levied at source by or
on behalf of Germany, the United Kingdom or any political subdi-
vision or any authority thereof or therein having power to tax (the
"Withholding Taxes"), unless such withholding or deduction is
required by law. In such event, the Issuer will, subject to the
exceptions set out in the Conditions of Issue, pay such additional
amounts as shall be necessary in order that the net amounts
received by the holders of a proportionate co-ownership or other
beneficial interest or right in the Notes (each a "Holder") after such
withholding or deduction shall equal the respective amounts of
principal and interest which would otherwise have been receivable
in the absence of such withholding or deduction.
Early Redemption for Taxation Reasons:
Early redemption of the Notes at the principal amount plus accrued
interest at the option of the Issuer, in whole but not in part, for
reasons of taxation will be permitted, if as a result of any change in,
or amendment to, the laws or regulations (including any amend-
ment to, or change in, an official interpretation or application of such
laws or regulations) of Germany, the United Kingdom or any political
subdivision or taxing authority thereto or therein affecting taxation
or the obligation to pay duties of any kind, the Issuer or, as the case
may be, the Guarantor, will become obligated to pay additional
amounts on the Notes, all as more fully set out in the Conditions
of Issue.
Make Whole Redemption:
The Conditions of Issue provide that the Issuer may redeem the
Notes at any time, in whole but not in part, at its option, at a price
equal to the principal amount plus interest accrued and plus an
Applicable Premium. The Applicable Premium is calculated,
inter alia, by discounting the present value of the Notes and all
remaining scheduled interest payments at the yield of a comparable
Bundesanleihe (senior unsecured bond) of the Federal Republic of
Germany plus 0.5%, all as more fully set out in the Conditions of
Issue.
Early Redemption in case of
The Conditions of Issue provide that the Holders may require an
Change of Control:
early redemption of the Notes, in whole or in part, at 101% of their
principal amount plus interest accrued in the event of a change of
control in respect of the Issuer, all as more fully set out in the
Conditions of Issue.
Limitation of Indebtedness:
Under the Conditions of Issue and subject to certain exceptions as
more fully set out in the Conditions of Issue, the Issuer will not, and
will procure that none of its Relevant Subsidiaries will, after the
Issue Date incur any additional Financial Indebtedness if on the date
of the incurrence of such additional Financial Indebtedness the
Consolidated Coverage Ratio of the Issuer is not at least 2.0 to
1.0 all as more fully set out in the Conditions of Issue.
Negative Pledge:
In the Conditions of Issue the Issuer agrees ­ subject to certain
exceptions ­ not to create or permit to subsist, and to procure that
none of its subsidiaries will create or permit to subsist, any security
for any Capital Market Indebtedness or any granted guarantee or
indemnity in respect of any Capital Market Indebtedness of any
other person, without at the same time providing all amounts
8


payable under the Notes either the same or equivalent security, all
as more fully set out in the Conditions of Issue. "Capital Market
Indebtedness" means any obligation for the payment of borrowed
money which is in the form of, or represented or evidenced by,
either (i) a certificate of indebtedness (Schuldschein) governed by
German law or by (ii) bonds, loan stock, notes or other securities
which are, or are capable of being, quoted, listed, dealt in or traded
on a stock exchange or other recognized securities market.
Events of Default:
The Notes will provide for events of default entitling Holders to
demand immediate redemption of the Notes, all as more fully set
out in the Conditions of Issue. The events of default include report-
ing obligations as to timing and content regarding the Consolidated
Coverage Ratio.
Cross Default:
The Conditions of Issue contain a cross default clause in relation to
indebtedness for borrowed money exceeding EUR 50,000,000.
Resolutions of Holders:
In accordance with the German Act on Debt Securities of 2009
(Schuldverschreibungsgesetz), the Notes contain provisions pursu-
ant to which the Holders of each Tranche may agree by resolution to
amend the Conditions of Issue relating to that Tranche and to decide
upon certain other matters regarding the Notes relating to that
Tranche including, without limitation, the appointment or removal
of a common representative for the Holders. Resolutions of Holders
properly adopted, by vote taken without a meeting in accordance
with the Conditions of Issue, are binding upon all Holders. Resolu-
tions which do not provide for identical conditions for all Holders are
void, unless Holders which are disadvantaged expressly consent to
their being treated disadvantageously. In no event, however, may
any obligation to make any payment or render any other perfor-
mance be imposed on any Holder by resolution. As set out in the
Conditions of Issue, resolutions providing for certain material
amendments to the Conditions of Issue require a majority of not
less than ­ depending on the matter to be resolved ­ 85% or 75%.
Resolutions regarding other amendments are passed by a simple
majority.
Governing Law:
The Notes and the Guarantee are governed by German law.
Jurisdiction:
Non-exclusive place of jurisdiction for any legal proceedings in
connection with the Notes is Heidelberg. Exclusive place of juris-
diction for any legal proceedings arising out of or in connection with
the Guarantee is Heidelberg.
Use of Proceeds:
The net proceeds from the issuance of the Notes will amount to
approximately EUR 2,397 million and will be used in total for partial
repayment of the EUR 8.7 billion syndicated facilities agreement.
Listing and admission to trading:
Application has been made for admission to trading of the Notes on
the regulated market of the Luxembourg Stock Exchange and for
listing of the Notes on the official list of the Luxembourg Stock
Exchange.
Selling Restrictions:
The offer and the sale of the Notes and the distribution of offering
materials are subject to specific restrictions. The relevant restric-
tions applicable in the European Union, the United States of Amer-
ica and the United Kingdom are set out under "Subscription and
Sale of the Notes".
Clearance and Settlement:
The Notes have been accepted for clearing through the Clearing
System. The ISIN for the 2014 Notes is XS0458230082, for the
2017 Notes is XS04582300322 and for the 2019 Notes is
XS0458685913.
Availability of documents:
The Prospectus and the documents incorporated by reference
herein can either be found on the website of the Luxembourg Stock
Exchange (www.bourse.lu) or are obtainable in printed form at the
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Document Outline