Obbligazione ATF Nederland B.V. 3.75% ( XS1508392625 ) in EUR

Emittente ATF Nederland B.V.
Prezzo di mercato refresh price now   100 EUR  ▲ 
Paese  Germania
Codice isin  XS1508392625 ( in EUR )
Tasso d'interesse 3.75% per anno ( pagato 1 volta l'anno)
Scadenza perpetue



Prospetto opuscolo dell'obbligazione ATF Netherlands B.V XS1508392625 en EUR 3.75%, scadenza perpetue


Importo minimo 100 000 EUR
Importo totale 500 000 000 EUR
Coupon successivo 20/01/2027 ( In 344 giorni )
Descrizione dettagliata ATF Netherlands B.V. č una societā con sede nei Paesi Bassi specializzata nella fornitura di servizi di trasporto e logistica, focalizzandosi principalmente sul trasporto di merci pericolose e specializzate.

The Obbligazione issued by ATF Nederland B.V. ( Germany ) , in EUR, with the ISIN code XS1508392625, pays a coupon of 3.75% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue









ATF Netherlands B.V.
(a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of the Netherlands, having its registered office at Krijn Taconiskade 430, 1087 HW
Amsterdam, the Netherlands and registered with the Dutch Company Register with registration number
66965209)
100,000,000
Undated Subordinated Notes subject to Interest Rate Reset with a
First Call Date in January 2023
Temporary ISIN XS1555168795; Temporary Common Code 155516879
ISIN XS1508392625, Common Code 150839262
to be consolidated and form a single series with the
500,000,000
Undated Subordinated Notes subject to Interest Rate Reset with a
First Call Date in January 2023
ISIN XS1508392625, Common Code 150839262
with an unconditional and irrevocable guarantee on a subordinated basis by
Aroundtown Property Holdings plc

(a public limited liability company incorporated under the laws of the Republic of Cyprus, having its
registered office at 54B Artemidos & Nikou Dimitriou, Scanner Avenue Tower, 4th floor 6027, Larnaca,
Cyprus and registered with the Department of the Registrar of Companies and Official Receiver in Cyprus
with registration number HE 148223)
ATF Netherlands B.V. (the "Issuer") will issue on 24 January 2017 (the "New Issue Date")
EUR 100,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in
January 2023 (the "New Notes") at an issue price of 94.891% of their principal amount plus accrued
interest, if any. The New Notes will be issued in denominations of EUR 100,000 each. The New Notes will,
from the date on which the Temporary Global Note in respect of the New Notes has been exchanged for the
Permanent Global Note (the "Consolidation Date"), be consolidated and form a single series with the
500,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in January
2023 issued on 20 October 2016 (the "Original Notes", and the issue date of the Original Notes, the "Issue
Date" and together with the New Notes, the "Notes"). The Original Notes were constituted by an agency
agreement between the Issuer, the Guarantor (as defined below) and The Bank of New York Mellon, London
Branch (the "Principal Paying Agent") dated as of the Original Issue Date (the "Principal Agency
Agreement"). The Principal Agency Agreement will be amended in connection with the issuance of the New
Notes by a first amended agency agreement dated on or around the New Issue Date (the "First Amended
Agency Agreement", and together with the Principal Agency Agreement, the "Agency Agreement").
The Original Notes are unconditionally and irrevocably guaranteed, on a subordinated basis, by Aroundtown
Property Holdings plc (the "Guarantor" and, together with its consolidated subsidiaries, the "Group")
pursuant to a subordinated guarantee granted on the Original Issue Date (the "Principal Subordinated
Guarantee"). The Principal Subordinated Guarantee will be amended in connection with the issuance of the
New Notes by a new subordinated guarantee granted on the New Issue Date (the "New Subordinated
Guarantee", and together with the Principal Subordinated Guarantee, the "Subordinated Guarantee"). The
New Notes will be unconditionally and irrevocably guaranteed, on a subordinated basis, by the Guarantor.
The Notes are governed by the laws of the Federal Republic of Germany ("Germany").
The Notes bear interest from and including the Issue Date, to but excluding 20 January 2023 (the "First Call
Date") at a rate of 3.75 per cent. per annum, payable annually in arrear on 20 January (each such date, an


"Interest Payment Date") of each year. Thereafter, unless previously redeemed, the Notes will bear interest
from and including the First Call Date to but excluding 20 January 2028 (the "First Step-up Date") at a rate
per annum equal to the Reset Reference Rate for the relevant Reset Period (each as defined in § 3(1) of the
terms and conditions of the Notes (the "Terms and Conditions")) plus a margin of 437.5 basis points per
annum (not including a step-up) (the "Initial Margin"), payable in arrear on 20 January of each year,
commencing on 20 January 2024. Thereafter, unless previously redeemed, the Notes will bear interest from
and including the First Step-up Date to but excluding 20 January 2043 (the "Second Step-up Date") at a
rate per annum equal to the Reset Reference Rate for the relevant Reset Period plus a margin of
462.5 basis points per annum (being equal to the Initial Margin plus a step-up of 25 basis points), payable on
20 January of each year, commencing on 20 January 2029. Thereafter, unless previously redeemed, the
Notes will bear interest from and including the Second Step-up Date to but excluding the date on which the
Issuer redeems the Notes in whole pursuant to § 6 of the Terms and Conditions at a rate per annum equal to
the Reset Reference Rate for the relevant Reset Period plus a margin of 537.5 basis points per annum
(being equal to the Initial Margin plus a step-up of 100 basis points), payable on 20 January of each year,
commencing on 20 January 2044.
The Issuer is entitled to defer interest payments under certain circumstances (as set out in § 5(1) of
the Terms and Conditions) (such payments the "Arrears of Interest"). The Issuer may pay such
Arrears of Interest (in whole or in part) at any time upon due notice (as set out in § 5(2) of the Terms
and Conditions) and it shall pay such Arrears of Interest (in whole, but not in part) under certain
other circumstances (as set out in § 5(3) of the Terms and Conditions). Such Arrears of Interest will
not bear interest themselves.
The Notes have no final maturity date and shall not be redeemed except in accordance with the Terms and
Conditions. The Notes are redeemable in whole but not in part at the option of the Issuer at an amount per
Note equal to the Specified Denomination (as defined in the Terms and Conditions) plus interest accrued on
the Note to but excluding the date of redemption but yet unpaid and any outstanding Arrears of Interest
payable on the Note on the First Call Date or on any Interest Payment Date thereafter. The Issuer may also
redeem the Notes in whole but not in part at an amount per Note equal to 101% of the Specified
Denomination plus interest accrued on the Note to but excluding the date of redemption but yet unpaid and
any outstanding Arrears of Interest payable on the Note at any time following a Rating Event, an Accounting
Event or a Tax Deductibility Event (each as defined in the Terms and Conditions). Additionally the Issuer
may redeem the Notes in whole but not in part at an amount per Note equal to the Specified Denomination
plus interest accrued to but excluding the date of redemption but yet unpaid and any outstanding Arrears of
Interest at any time following the occurrence of a Gross-up Event or a Repurchase Event (each as defined in
the Terms and Conditions). Upon the occurrence of a Change of Control (as defined in the Terms and
Conditions) the Issuer may redeem the Notes, in whole but not in part at an amount per Note equal to the
Specified Denomination plus any interest accrued on the Note to but excluding the date of redemption but
yet unpaid and any Arrears of Interest payable on the Note under the Terms and Conditions.
The Original Notes are represented by a temporary global bearer note (the "Temporary Global Note"),
without interest coupons, which is exchangeable in whole or in part for a permanent global bearer note (the
"Permanent Global Note" and, together with the Temporary Global Note and the New Temporary Global
Note (as defined below), the "Global Notes") without interest coupons, not earlier than 40 days after the
Issue Date, upon certification as to non-U.S. beneficial ownership. The New Notes will be represented by a
temporary global bearer note (the "New Temporary Global Note"), without interest coupons, which will be
exchangeable in whole or in part for the Permanent Global Note, not earlier than 40 days after the New
Issue Date, upon certification as to non-U.S. beneficial ownership. From the Consolidation Date, the New
Notes will be consolidated and form a single series with the Original Notes and be represented by the Global
Notes.
This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent
authority under Directive 2003/71/EC, as amended (including by Directive 2010/73/EU) (the "Prospectus
Directive"). The Central Bank only approves this Prospectus as meeting the requirements imposed under
Irish and EU law pursuant to the Prospectus Directive. The Original Notes are admitted to the official list (the
"Official List") of the Irish Stock Exchange plc (the "Irish Stock Exchange") and to trading on its regulated
market (the "Main Securities Market"). Application has been made to the Irish Stock Exchange for the New
Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on the "Main Securities
Market". The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC. Such
approval relates only to the New Notes which are to be admitted to trading on the Main Securities Market or
other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in
any member state of the European Economic Area. References in this Prospectus to the Notes being "listed"
(and all related references) shall mean that the Notes have been admitted to the Official List and admitted to
trading on the Main Securities Market. This Prospectus is available for viewing on the website of the Irish
Stock Exchange.


This Prospectus is a prospectus for the purposes of Article 5 of the Prospectus Directive. This Prospectus is
drawn up in the English Language. In case there is any discrepancy between the English text and the
German text, the English text stands approved for the purposes of approval under the Prospectus (Directive
2003/71/EC) Regulations 2005.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or the
Subordinated Guarantee in any jurisdiction where such offer or solicitation is unlawful. The Notes and the
Subordinated Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") and subject to certain exceptions, the Notes and the Subordinated
Guarantee may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons.
The Guarantor is assigned a "BBB" credit rating with stable outlook by Standard & Poor's Credit Market
Services Europe Limited ("S&P"). The Original Notes are assigned a "BB+" rating by S&P, and the New
Notes are expected to be assigned a "BB+" rating by S&P. The Issuer will announce any rating it receives
from S&P for the New Notes to the holders of the Notes as soon as practicable following the receipt of such
a rating (which will include details of the rating). S&P is established in the European Community and is
registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16
September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011 of the European
Parliament and of the Council of 11 May 2011 (the "CRA Regulation"). A credit 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.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 2 of this Prospectus for
a discussion of certain risks prospective investors should consider in connection with any
investment in the Notes.

MANAGER

Citigroup


Prospectus dated 20 January 2017


IMPORTANT NOTICES
This document comprises a prospectus for the purposes of Article 5 of the Prospectus Directive.
References in this Prospectus to the Prospectus Directive shall include for the purposes of this
Prospectus any relevant implementing measure in a relevant member state of the European
Economic Area. This Prospectus is to be read in conjunction with all documents which are
incorporated herein by reference (see "Information Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than
those contained in this Prospectus in connection with the issue or sale of the New Notes and, if
given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the Guarantor or the Manager (as defined below). Neither the delivery of
this Prospectus nor any sale made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of the Issuer or the Guarantor since
the date hereof or the date upon which this Prospectus has been most recently supplemented or
that there has been no adverse change in the financial position of the Issuer or the Guarantor
since the date hereof or the date upon which this Prospectus has been most recently
supplemented or that any other information supplied in connection with the New Notes is correct
as of any time subsequent to the date on which it is supplied or, if different, the date indicated in
the document containing the same.
The distribution of this Prospectus and the offering or sale of the New Notes and the
Subordinated Guarantee in certain jurisdictions may be restricted by law. Persons into whose
possession this Prospectus comes are required by the Issuer, the Guarantor and the Manager to
inform themselves about and to observe any such restriction. The New Notes and the
Subordinated Guarantee have not been and will not be registered under the U.S. 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 New Notes will be issued in bearer form and are
subject to certain U.S. tax law requirements. Subject to certain exceptions, the New Notes and
the Subordinated Guarantee may not be offered, sold or delivered within the United States or to
U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S") and as
defined in the U.S. Internal Revenue Code of 1986, as amended and regulations thereunder). For
a description of certain restrictions on offers and sales of the Notes and on distribution of this
Prospectus, see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Manager to subscribe for, or purchase, any New Notes.
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge of the Issuer and the Guarantor (each of which has
i


taken all reasonable care to ensure that such is the case) 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.
Each of the Issuer and the Guarantor further confirms that (i) this Prospectus contains all relevant
information with respect to the Issuer and the Guarantor as well as to the Group and to the New
Notes and the Subordinated Guarantee which is material in the context of the issue and offering
of the New Notes, including all relevant information which, according to the particular nature of
the Issuer and the Guarantor and the New Notes and the Subordinated 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 the Group and of the rights attached to the New Notes and the Subordinated Guarantee;
(ii) the statements contained in this Prospectus relating to the Issuer, the Guarantor, the Group,
the New Notes and the Subordinated 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, the
Group, the New Notes or the Subordinated Guarantee the omission of which would, in the context
of the issue and offering of the New Notes, make any statement in the Prospectus misleading in
any material respect; and (iv) reasonable enquiries have been made by the Issuer and the
Guarantor to ascertain such facts and to verify the accuracy of all such information and
statements.
The Manager has not separately verified the information contained in this Prospectus. The
Manager does not make any representation, expressly or implied, or accept any responsibility,
with respect to the accuracy or completeness of any information contained in this Prospectus.
Neither this Prospectus nor any other financial statements are intended to provide the basis of
any credit or other evaluation and should not be considered as a recommendation by any of the
Issuer, the Guarantor or the Manager that any recipient of this Prospectus or any other financial
statements should purchase the New Notes. Each potential purchaser of New Notes should
determine for itself the relevance of the information contained in this Prospectus and its purchase
of New Notes should be based upon such investigation as it deems necessary. The Manager
does not undertake to review the financial condition or affairs of the Issuer and the Guarantor
during the life of the arrangements contemplated by this Prospectus nor to advise any investor or
potential investor in the New Notes of any information coming to the attention of Citigroup Global
Markets Limited (the "Manager"). This Prospectus may only be used for the purpose for which it
has been published.
Prospective investors should have regard to the factors described under the section headed "Risk
Factors" in this Prospectus. This Prospectus identifies in general terms certain information that a
prospective investor should consider prior to making an investment in the New Notes. However, a
prospective investor should conduct its own thorough analysis (including its own accounting, legal
ii


and tax analysis) prior to deciding whether to invest in any New Notes as any evaluation of the
suitability for an investor of an investment in the New Notes depends upon a prospective
investor's particular financial and other circumstances, as well as on the specific terms of the New
Notes and, if it does not have experience in financial, business and investment matters sufficient
to permit it to make such a determination, it should consult its financial adviser prior to deciding to
make an investment on the suitability of the New Notes.
Investors should rely only on the information contained in this Prospectus. Neither the Issuer nor
the Guarantor have authorised anyone to provide investors with different information. The Issuer
and the Guarantor are not making any offer of the Notes in any jurisdiction where such offer
would not be permitted. You should not assume that the information contained in this Prospectus
is accurate as at any date other than the date on the cover of this Prospectus regardless of the
time of delivery of this Prospectus or of any sale of the New Notes.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to
a Member State of the European Economic Area and references to "", "EUR" or "Euro" are to
the currency introduced at the start of the third stage of European economic and monetary union
and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the
introduction of the euro, as amended. References to "billions" are to thousands of millions.
This Prospectus is drawn up in the English language. Certain legislative references and technical
terms have been cited in their original language in order that the correct technical meaning may
be ascribed to them under applicable law.
Certain figures included in this Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
which precede them.
In compliance with the requirements of the Prospectus Directive, this Prospectus will be available
on the website of the Irish Stock Exchange (www.ise.ie).
Stabilisation
IN CONNECTION WITH THE ISSUE OF THE NEW NOTES, CITIGROUP GLOBAL MARKETS
LIMITED AS STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSONS
ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NEW NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR
PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
iii


DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
NEW NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT ANY SUCH
STABILIZATION ACTION MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NEW NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NEW NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT
MUST BE CONDUCTED BY THE STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES.
Forward-looking Statements
This Prospectus may contain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. Forward-looking statements are
based on analyses or forecasts of future results and estimates of amounts not yet determinable
or foreseeable. Forward-looking statements may be identified by the use of terminology (without
limitation) such as "anticipates", "believes", "estimates", "expects", "intends", "may", "might",
"plans", "projects", "will", "would", "could" and similar terms and phrases, including references and
assumptions. Forward-looking statements in this Prospectus are based on the Issuer's and the
Guarantor's current estimates and assumptions about future events, and are subject to
substantial uncertainties, risks and other factors which could cause actual results to differ
materially from and be worse than the results that have expressly or implicitly been assumed or
described in these forward-looking statements. All statements, other than statements of historical
facts and events, contained herein regarding the Issuer's or the Guarantor's or the Group's
strategy, goals, plans, future financial position, run rate figures, projected revenues and costs or
prospects are forward-looking statements. Forward-looking statements are subject to inherent
risks and uncertainties, some of which cannot be predicted or quantified. Future events or actual
results could differ materially from those set forth in, contemplated by or underlying forward-
looking statements. Neither the Issuer nor the Guarantor undertake any obligation to publicly
update or revise any forward-looking statements.
Market Share Information and Statistics
This Prospectus contains information and statistics regarding the market share of the Issuer and
the Group, which are derived from, or are based upon, the Issuer's and the Guarantor's analysis
of data obtained from the sources set out in the section "Description of the Guarantor and the
Group--Market Overview" below. All third party information is cited alongside where it is used.
Such data have been reproduced accurately in this Prospectus and, as far as the Issuer is aware
and is able to ascertain from information published by such entities, no facts have been omitted
which would render such reproduced information inaccurate or misleading. Although the Issuer
believes that the external sources used are reliable, the Issuer has not independently verified the
iv


information provided by such sources. None of the Issuer, the Guarantor or the Manager
represent that such information is accurate. Furthermore, this Prospectus contains statements
regarding the Issuer's industry and the Guarantor's and Group's relative competitive position in
the industry that are not based on published statistical data or information obtained from
independent third parties, but are based on the Issuer's or Guarantor's experience and their own
investigation of market conditions, including their own elaborations of such published statistical or
third-party data. Although the Issuer's and Guarantor's estimates are based on information
obtained from their customers, sales force, trade and business organisations, market survey
agencies and consultants, government authorities and associations in their industry which they
believe to be reliable, there is no assurance that any of these assumptions are accurate or
correctly reflect the Issuer's, the Guarantor's or the Group's positions in the industry.
Unless otherwise indicated, the information presented in this Prospectus regarding the Group's
property portfolio is based on the fair value assessment of the relevant properties as of the
relevant date and includes, in addition to the commercial property portfolio of the Group, a
proportional part of the residential property portfolio of Grand City Properties S.A. ("GCP") based
on the Guarantor's 35.57% interest in GCP. For more information, see "Risk Factors--Risk
Factors Relating to the Guarantor and the Group--Risks Relating to the Real Estate Market--The
Group's performance is dependent on demographic, economic, political and market
developments primarily in Germany, as well as in the Netherlands and the other areas where the
properties in the Group Portfolio are located."

v


TABLE OF CONTENTS
RISK FACTORS ............................................................................................................................... 2
INFORMATION INCORPORATED BY REFERENCE ................................................................... 64
TERMS AND CONDITIONS OF THE NOTES ............................................................................... 67
NEW SUBORDINATED GUARANTEE ........................................................................................ 116
USE OF PROCEEDS ................................................................................................................... 127
DESCRIPTION OF THE ISSUER ................................................................................................ 128
DESCRIPTION OF THE GUARANTOR AND THE GROUP ....................................................... 132
TAXATION .................................................................................................................................... 174
REGULATORY ENVIRONMENT ................................................................................................. 184
SUBSCRIPTION AND SALE ........................................................................................................ 195
GENERAL INFORMATION .......................................................................................................... 199
FINANCIAL INFORMATION OF THE ISSUER ........................................................................... 202


1



RISK FACTORS
Set forth below is a description of risk factors that are material for the assessment of the market
risks associated with the Notes and risk factors that may affect the Issuer's ability to fulfil its
obligations under the Notes and, as applicable, the Guarantor's ability to fulfil its obligations under
the Subordinated Guarantee.
Potential investors should carefully read and consider the risk factors described below in addition
to all other information contained in this Prospectus and should consult with their own
professional advisors (including their financial, accounting, legal and tax advisors) in connection
with any purchase of the Notes. The realisation of one or more of these risks could individually or
together with other circumstances adversely affect the business activities of the Issuer, the
Guarantor or the Group or have a material adverse effect on the business, net assets, cash flows,
financial condition, results of operations, net profits or prospects of the Issuer, the Guarantor or
the Group. The market price of the Notes could decline as the result of any of these risks, and
investors could lose al or part of their investments. The risks described below may not be the
only risks to which the Issuer, the Guarantor or the Group are exposed. Additional risks which are
presently not known to the Issuer, the Guarantor or the Group or which are currently considered
immaterial could also adversely affect the business operations of the Issuer, the Guarantor or the
Group and have a material adverse effect on the business, net assets, cash flows, financial
condition, results of operations, net profits or prospects of the Issuer, the Guarantor or the Group.
The order in which the risk factors are presented below neither indicates the probability of their
occurrence nor their significance, nor the scope of their potential financial consequences should
they occur. In addition, investors should be aware that the risks described below might occur
simultaneously and thus have an unpredictable or more substantial impact on the Issuer, the
Guarantor or the Group.
Words and terms that are defined in the section "Conditions of the Notes" below or elsewhere in
this Prospectus have the same meaning when used in this section "Risk Factors".
Potential investors should, among other things, consider the following:
Risk Factors Relating to the Issuer
The Issuer is dependent on the Guarantor and other entities of the Group.
The Issuer acts as a financing subsidiary of the Guarantor. The principal activity of the Issuer is
the provision of loans to members of the Group financed with funds acquired from the capital
market, bank loans and loans from other companies of the Group. Its assets mainly consist of

2



Document Outline