Obligation HOCHBAUTECH AG 3.875% ( DE000A1TM5X8 ) en EUR

HOCHBAUTECH AG

100 % ▼

Allemagne

DE000A1TM5X8 ( en EUR )

3.875% par an ( paiement annuel )

19/03/2020 - Obligation échue

Prospectus brochure de l'obligation Hochtief AG DE000A1TM5X8 en EUR 3.875%, échue

1 000 EUR

750 000 000 EUR

Hochtief AG est une entreprise de construction et d'ingénierie allemande opérant à l'échelle mondiale dans les secteurs de la construction, des concessions et des services.

L'obligation Hochtief AG (ISIN: DE000A1TM5X8), émise en Allemagne pour un montant total de 750 000 000 EUR, avec un taux d'intérêt de 3,875%, une taille minimale d'achat de 1 000 EUR et une maturité fixée au 19/03/2020, a été intégralement remboursée à son échéance au prix de 100%.

Prospectus dated 08 March 2013
HOCHTIEF Aktiengesellschaft
(a stock corporation incorporated under the laws of the Federal Republic of Germany
having its corporate seat in Essen, Federal Republic of Germany)
Euro [ " ] [ " ] per cent. Notes due 2020
Issue price: [ " ] per cent.
ISIN: DE000A1TM5X8
HOCHTIEF Aktiengesellschaft, Opernplatz 2, 45128 Essen, Germany (the "Issuer", and together with its
subsidiaries and affiliates, the "HOCHTIEF Group"), will issue on or about 20 March 2013 (the "Issue Date")
EUR [ " ] [ " ] per cent. fixed rate notes in bearer form due 2020 with a denomination of EUR 1,000 each (the
"Notes"). The Notes will be redeemed at par on 20 March 2020. The Notes will be governed by the laws of the
Federal Republic of Germany ("Germany").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended, inter alia, by
Directive 2010/73/EU) (the "Prospectus Directive"). This Prospectus will 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 Surveillance du Secteur Financier of the Grand Duchy
of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg law relating to
prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended,
(the "Luxembourg Prospectus Law"), which implements the Prospectus Directive. The CSSF gives no
undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer.
The Issuer has requested the CSSF to provide the competent authorities in Germany, Austria and The Netherlands
and may request to provide competent authorities in additional host Member States within the European Economic
Area with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Luxembourg Prospectus Law (the "Notification").
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be admitted to the official list of the Luxembourg Stock
Exchange (the "Official List"). The Luxembourg Stock Exchange's regulated market is a regulated market for the
purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in
financial instruments.
The Notes will initially be represented by a Temporary Global Note in bearer form without interest coupons,
which will be exchangeable, in whole or in part, for a Permanent Global Note in bearer form without interest
coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership.
The final issue price, the aggregate principal amount of Notes to be issued, the interest rate, the issue proceeds and
the yield will be included in the Pricing Notice (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE
NOTES" below) which will be filed with the CSSF and published on the website of the Luxembourg Stock
Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes.
The Notes have been assigned the following securities codes: ISIN DE000A1TM5X8, Common Code 090393995,
WKN A1TM5X.
Joint Lead Managers
Commerzbank
Deutsche Bank
HSBC

RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus and hereby 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 does not omit anything likely to affect its import.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer, the
HOCHTIEF Group and the Notes which is material in the context of the issue and offering of the Notes, including
all information which, according to the particular nature of the Issuer and of the Notes 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 and the HOCHTIEF Group and of the rights attached to the
Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the HOCHTIEF Group and the Notes
are in every material particular true and accurate and not misleading; (iii) there are no other facts in relation to the
Issuer, the HOCHTIEF Group or the Notes 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 authorised 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
authorised by or on behalf of the Issuer or the Joint Lead Managers (as defined in "SUBSCRIPTION, SALE AND
OFFER 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
financial situation of the Issuer 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, including statements using the words "believes",
"anticipates" "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"GENERAL INFORMATION ABOUT THE ISSUER ± Business Overview of the HOCHTIEF Group" and
statements elsewhere in this Prospectus relating to, among other things, the future financial performance, plans and
expectations regarding developments in the business of the Issuer. These forward-looking statements are subject to
a number of risks, uncertainties, assumptions and other factors that may cause the actual results, including the
financial position and profitability of the Issuer, to be materially different from or worse than those expressed or
implied by these forward-looking statements. The Issuer does not assume any obligation to update such forward-
looking statements and to adapt them to future events or developments.
Furthermore, this Prospectus contains industry related data taken or derived from industry and market research
reports published by third parties ("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 External Data was reproduced correctly by the Issuer in the Prospectus, and as far as the Issuer is aware and is
able to ascertain, no facts have been omitted that would render the reproduced External Data inaccurate or
misleading. 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 should be read and understood in conjunction with any supplement hereto and with any documents
incorporated herein by reference. The final issue price, the aggregate principal amount of Notes to be issued, the
interest rate, the issue proceeds and the yield of the issue will be included in the Pricing Notice (as defined in
"SUBSCRIPTION, SALE AND OFFER OF THE NOTES" below) which will be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes.
2

Neither the Joint Lead 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 accepts any responsibility for the accuracy and completeness of the information contained in any of these
documents.
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. This Prospectus does not
constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead 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 or the Joint Lead 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 authorised or to any person to whom it is unlawful to
make such offer or solicitation.
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 and the Joint Lead
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 special U.S. tax law requirements where held by U.S. persons (TEFRA D rules). Subject to certain
limited exceptions, the Notes may not be offered, sold or delivered within the United States of America ("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, SALE AND OFFER 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 in respect of which German is the legally
binding language.
In this Prospectus, unless otherwise specified, all references to " ¼ ", "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, and references to
"USD" are to the US Dollar.
IN CONNECTION WITH THE ISSUE OF THE NOTES, COMMERZBANK AKTIENGESELLSCHAFT (OR
PERSONS ACTING ON ITS 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 COMMERZBANK
AKTIENGESELLSCHAFT (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION 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 DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE
ISSUER AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH
STABILISING SHALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND
RULES OF ANY RELEVANT JURISDICTION.
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TABLE OF CONTENTS
SUMMARY....................................................................................................................................................... 5
GERMAN TRANSLATION OF THE SUMMARY (ZUSAMMENFASSUNG)................................................. 15
RISK FACTORS.............................................................................................................................................. 26
USE OF PROCEEDS ....................................................................................................................................... 36
GENERAL INFORMATION ABOUT THE ISSUER........................................................................................ 37
CONDITIONS OF ISSUE ................................................................................................................................ 56
TAXATION..................................................................................................................................................... 74
SUBSCRIPTION, SALE AND OFFER OF THE NOTES.................................................................................. 79
GENERAL INFORMATION ........................................................................................................................... 83
INCORPORATION BY REFERENCE............................................................................................................. 84
NAMES AND ADDRESSES............................................................................................................................ 86
4

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A ± E (A.1 ± E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of "not applicable".
Section A ± Introduction and warnings
Element Description of Element
Disclosure requirement
A.1
Warnings
This summary should be read as an introduction to this Prospectus.
Any decision to invest in the Notes should be based on consideration
of this Prospectus as a whole by the investor.
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 its member state to the Agreement on the
European Economic Area (EEA), have to bear the costs of translating
this Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled this
summary including any translation thereof, but only if this summary is
misleading, inaccurate or inconsistent when read together with the
other parts of this Prospectus or it does not provide, when read
together with the other parts of this Prospectus, key information in
order to aid investors when considering whether to invest in the Notes.
A.2
Consent to the use of the
Each further financial intermediary subsequently reselling or finally
prospectus
placing the Notes is entitled to use the Prospectus for the subsequent
resale or final placement of the Notes during the period for the
subsequent resale or final placement of the Notes from 14 March 2013
to 25 March 2013, provided however, that the Prospectus is still valid
in accordance with Article 11 of the Luxembourg act relating to
prospectuses for securities (Loi relative aux prospectus pour valeurs
mobilières) which implements Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003 (as amended by
Directive 2010/73/EU of the European Parliament and of the Council
of 24 November 2010).
The Prospectus may only be delivered to potential investors together
with all supplements published before such delivery. Any supplement
to the Prospectus will be available for viewing in electronic form on
the website of the Luxembourg Stock Exchange (www.bourse.lu).
When using the Prospectus, each relevant further financial
intermediary must make certain that it complies with all applicable
laws and regulations in force in the respective jurisdictions.
In the event of an offer being made by a further financial
intermediary, the further financial intermediary shall provide
information to investors on the terms and conditions of the Notes
at the time of that offer.
5

Section B ² Issuer
Element Description of Element
Disclosure requirement
B.1
Legal and commercial
HOCHTIEF Aktiengesellschaft
name
B.2
Domicile, legal form,
The Issuer is a stock corporation (Aktiengesellschaft) incorporated
legislation, country of
under the laws of the Federal Republic of Germany. It has its
incorporation
registered office at Opernplatz 2, 45128 Essen, Germany.
B.4b
Known trends affecting
The Issuer is sensitive to the macroeconomic and sectoral
the Issuer and the
environment and the general economic and legal environment of the
industries in which it
countries in which it operates. The global financial crisis, the
operates
sovereign debt crisis and particularly austerity measures that
negatively affect the willingness to invest in infrastructure can have a
material adverse effect on HOCHTIEF Group's financial condition.
B.5
Description of the Group
The HOCHTIEF Group is a construction services group operating
and the Issuer's position
globally and delivering integrated services for infrastructure projects,
within the Group
contract mining, real estate and facilities. The Issuer is a management
holding company and the parent company of the HOCHTIEF Group.
B.9
Profit forecast or estimate
Not applicable. No profit forecasts or estimates are made.
B.10
Qualifications in the audit
Not applicable. The auditors have issued unqualified audit reports for
report on the historical
the consolidated financial statements for the fiscal years 2011 and
financial information
2012.
B.12
Selected historical key
The following table sets out selected financial information relating to
financial information
the HOCHTIEF Group. The information has been extracted from the
Issuer's audited consolidated financial statements as of 31 December
2012 and from the Issuer's audited consolidated financial statements
as of 31 December 2011, all of them prepared in accordance with
International Financial Reporting Standards as adopted in the
European Union (IFRS).
(in EUR thousand, unless otherwise
indicated)
As of
As of
Selected Consolidated Balance Sheet
31
31
Information
December
December
2012
2011
Balance sheet total
16,962,340 15,796,065
Non-current assets
4,838,258
5,213,839
Current assets
12,124,082 10,582,226
Shareholders' Equity
4,243,807
4,110,364
Non-current liabilities
3,738,662
3,199,348
Current liabilities
8,979,871
8,486,353
Selected Consolidated Statement of
For the
For the
Earnings Information
fiscal year
fiscal year
2012
2011
Sales
25,527,722 23,282,237
Profit from operating activities
595,060
626,477
Profit before taxes
546,415
(126,958)
Profit after taxes
385,575
(167,890)
Of which: Consolidated net profit/(loss)
158,109
(160,287)
Of which: Minority interest
227,466
(7,603)
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Selected Consolidated Statement of Cash
For the
For the
Flows Information
fiscal year
fiscal year
2012
2011
Net cash provided by /(used in)
Operating Activities
1,005,683
1,025,818
Investing Activities
(1,452,310) (1,277,014)
728,494
(21,211)
Financing Activities
Prospects of the Issuer
There has been no material adverse change in the prospects of the
Issuer since 31 December 2012.
Significant changes in the
There have been no significant changes in the financial or trading
financial or trading
position of the Issuer since 31 December 2012.
position
B.13
Recent Events
As part of its new strategy announced on 28 February 2013, the
HOCHTIEF Group is considering the sale of its facility management
and energy management activities in the HOCHTIEF Europe division
in addition to its existing plans to sell the airports business and its
participation in aurelis. Further, the HOCHTIEF Group is weighing
strategic alternatives for HOCHTIEF Projektentwicklung and formart
which are part of the HOCHTIEF Europe division, for example
strategic alliances. The HOCHTIEF Group intends to use any income
derived therefrom to repay debt, to strengthen the infrastructure
business and to look for new strategic core business opportunities in
the market. Other than that there are no recent events particular to the
Issuer which are to a material extent relevant to the evaluation of the
Issuer's solvency.
B.14
Dependence upon other
Not applicable. The Issuer is the parent company of HOCHTIEF
entities within the
Group. It is not dependent upon other entities within HOCHTIEF
Group.
group
B.15
Principal activities
Based on sales, the HOCHTIEF Group is one of the leading
international providers of construction-related services (source:
McGraw-Hill, ENR magazine, August 2012). The HOCHTIEF Group
delivers globally integrated services for infrastructure projects,
contract mining, real estate and facilities via its three business
divisions HOCHTIEF Americas, HOCHTIEF Asia Pacific and
HOCHTIEF Europe. For the fiscal year ended 31 December 2012, the
largest markets of the HOCHTIEF Group, Americas (primarily North
America), Australia, Asia (including the Gulf states) and Germany,
accounted for 97 per cent. of the HOCHTIEF Group's sales.
B.16
Major shareholders
The outstanding ordinary voting shares of the Issuer are held by the
following shareholders known by the Issuer to own beneficially 3 per
cent. or more of the outstanding ordinary voting shares:
Date of
Name
Total share
Notification
ACS, Actividades de
49.90%
not applicable
Construcción y Servicios,
(2)
(cf. footnote (2))
S.A. (1)
Qatar Holding
10.00%
29 September
Luxembourg II S.à r.l.
2011
Mr. O. Mason Hawkins (3)
5.17%
24 April 2012
thereof Southeastern Asset
5.17%
24 April 2012
Management, Inc. (4)
BlackRock Inc. (5)
3.01%
24 October 2012
Gartmore Investment Ltd. of
3.091 %
31 July 2007
Gartmore House(6)
(1) The voting rights are either held by ACS, Actividades de
Construcción y Servicios, S.A.directly or are attributable to ACS,
7

Actividades de Construcción y Servicios, S.A. pursuant to Section 22
para. 1 sentence 1 no. 1 German Securities Trading Act.
(2) Held as of 31 December 2012, according to communication received
by the Issuer from ACS, Actividades de Construcción y Servicios, S.A.
(3) The voting rights are attributable to Mr. Hawkins pursuant to Section
22 para. 1 sentence 1 no. 6, sentence 2 German Securities Trading Act
(4) The voting rights are attributable to Southeastern Asset Management,
Inc. pursuant to Section 22 para. 1 sentence 1 no. 6 German Securities
Trading Act.
(5) The voting rights are attributable to Blackrock, Inc. pursuant to
Section 22 para. 1 sentence 1 no. 6, sentence 2 German Securities Trading
Act.
(6) The voting rights are attributable to Gartmore Investment Ltd. of
Gartmore House pursuant to Section 22 para. 1 sentence 1 no. 6,
sentence 2 German Securities Trading Act.
Moreover, the Issuer per 31 December 2012 held 4.4 per cent. of its
own issued shares as treasury shares. Currently, no voting rights arise
from these shares because under German law a company has no
voting rights with regards to own shares.
B.17
Credit ratings assigned to
Not applicable. The Issuer and its debt securities are not rated.
the Issuer or its debt
securities
Section C ² Securities
Element Description of Element
Disclosure requirement
C.1
Type and class of
The fixed interest bearing notes (the "Notes") are unsecured and
securities being
unsubordinated.
offered/security
identification number
Security codes: ISIN: DE000A1TM5X8;
Common Code: 090393995; WKN: A1TM5X.
C.2
Currency
Euro
C.5
Restrictions on free
The Notes are freely transferable. However, the offer and the sale of the
transferability
Notes and the distribution of offering materials are subject to specific
restrictions that vary depending on the jurisdiction where the Notes are
offered or sold or the offering materials are distributed.
C.8
Rights attached to
Pari passu status: The obligations under the Notes constitute
securities/ranking of the
unsecured and unsubordinated obligations of the Issuer ranking pari
securities/limitations to
passu among themselves and pari passu with all other unsecured and
the rights attached to the
unsubordinated obligations of the Issuer, unless such obligations are
securities
accorded priority under mandatory provisions of statutory law.
Negative Pledge: The Issuer undertakes not to create or permit to
subsist any security interest for any capital market indebtedness and to
procure that none of its material subsidiaries, with certain modifications
with regard to Leighton Holdings Ltd. and its subsidiaries, grants or
permits to subsist any security interest.
Taxation: Principal and interest shall be payable without withholding
or deduction for or on account of any present or future taxes or duties
of whatever nature imposed or levied by or on behalf of Germany or by
or on behalf of any political subdivision or 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 specific exceptions , pay such additional amounts as
shall be necessary in order that the net amounts received by the holders
of the Notes (the "Holders") after such withholding or deduction shall
8

equal the respective amounts of principal and interest which would
otherwise have been receivable in respect of the Notes in the absence of
such withholding or deduction.
Early Redemption for Taxation Reasons: Early redemption of the
Notes for reasons of taxation will be permitted, if as a result of any
change in, or amendment to, the laws or regulations (including any
amendment to, or change in, an official interpretation or application of
such laws or regulations) of Germany or any political subdivision or
taxing authority thereto or therein affecting taxation or the obligation to
pay duties of any kind, the Issuer will become obligated to pay
additional amounts on the Notes.
Early Redemption for other than Taxation Reasons:
- Events of Default: In an event of default, each Holder is entitled to
demand redemption of the Notes at their principal amount together with
accrued interest.
- Cross Default: A further event of default under the Notes arises, if a
Cross Default occurs with respect to any capital market indebtedness or
any indebtedness under a syndicated loan.
- Change of Control: Each Holder is entitled to request the Issuer to
redeem the Notes of each such requesting Holder at their principal
amount together with accrued interest upon the occurrence of a change
of control.
- Transactions with significant shareholders: Each Holder may
request the Issuer to redeem the Notes of each such requesting Holder
at their principal amount together with accrued interest upon the failure
of the Issuer to comply with undertakings which restrict certain
transactions with significant shareholders.
- Change of Dividend Policy: Each Holder may request the Issuer to
redeem the Notes of each such requesting Holder at their principal
amount together with accrued interest upon the failure of the Issuer to
comply with an undertaking not to make a proposal to its shareholders
to resolve on the payment of a dividend of 75 per cent. or more of the
consolidated net profit.
- Disposals: Each Holder may request the Issuer to redeem the Notes
of each such requesting Holder at their principal amount together with
accrued interest upon the failure of the Issuer to comply with an
undertaking not to dispose of (i) any of its assets the aggregate book
value of which in any financial year would exceed 1 per cent. of the
consolidated total assets of the HOCHTIEF Group in a transaction that
is not on arm's length commercial terms and (ii) all or substantially all
of its assets.
In addition, each Holder may request the Issuer to redeem the Notes of
each such requesting Holder at their principal amount together with
accrued interest upon the failure of the Issuer to comply with an
undertaking to procure that no material subsidiary, with certain
modifications with regard to Leighton Holdings Ltd. and its
subsidiaries, will dispose of any of its respective assets the aggregate
book value of which in any financial year would exceed 1 per cent. of
the total assets of the relevant material subsidiary.
C.9
Interest/Due dates/Yield
See C.8.
/Name of holders'
representative
Interest: The Notes will bear interest from and including 20 March
2013 to, but excluding, 20 March 2020 at a rate of [ " ] per cent. per
annum, payable annually in arrear on 20 March in each year,
9

commencing on 20 March 2014.
Maturity Date: Unless previously redeemed in whole or in part or
repurchased and cancelled, the Notes shall be redeemed at their
principal amount together with accrued interest on 20 March 2020.
Indication of yield: The yield of the Notes will be determined on the
pricing date which is expected to be on or prior to the Issue Date of the
Notes.
Name of Holders' representative: Not applicable. A representative of
the Holders is not initially appointed. The Conditions of Issue provide
that Holders may agree by majority resolution to amendments of the
Conditions of Issue and appoint a common representative
(gemeinsamer Vertreter) to exercise the Holders' rights on behalf of
each Holder. Except as provided in section 18 para. 4 sentence 2 of the
German Act on Debt Securities from Entire Issues (Gesetz über
Schuldverschreibungen aus Gesamtemissionen) all votes will be taken
exclusively by voting without a meeting.
C.10
Derivative component in
See C.9.
interest payment
Not applicable. The Notes have no derivative component when paying
interest, which could influence the value of the Notes by having an
impact on the value of the underlying instrument or several underlying
instruments.
C.11
Admission to trading of
Application has been made for the Notes to be admitted to trading on
securities
the regulated market of the Luxembourg Stock Exchange and to the
official list of the Luxembourg Stock Exchange.
Section D ² Risks
Element
Description of Element
Disclosure requirement
D.2
Information on the key
The following is a summary of risk factors regarding HOCHTIEF Group
risks of the Issuer
and the Issuer that may affect the Issuer's ability to fulfil its obligations
under the Notes.
- The Issuer's major shareholder could influence the Issuer's
business activities.
- The Issuer is a holding company and its ability to serve its
payment obligations depends on the receipt of funds from its
subsidiaries and participations.
-
The HOCHTIEF Group's business is sensitive to changes in the
macroeconomic environment and cyclical fluctuations in certain
markets in which it operates.
- The business of the HOCHTIEF Group is significantly
influenced by large-scale infrastructure projects.
- Failure of the HOCHTIEF Group to complete the sale of its
airport business, its share in aurelis, parts of its Australian
telecommunications business owned by Leighton Contractors
and/or its facility management and energy management
activities, or failure of HOCHTIEF Group to find strategic
alternatives for its subdivisions HOCHTIEF Projektentwicklung
and formart could have a negative impact on the HOCHTIEF
Group´s business.
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