Obligation HOCHBAUTECH AG 0.625% ( DE000A3E5S00 ) en EUR

HOCHBAUTECH AG

100 % ▲

Allemagne

DE000A3E5S00 ( en EUR )

0.625% par an ( paiement annuel )

26/04/2029 - Obligation échue

Prospectus brochure de l'obligation HOCHTIEF AG DE000A3E5S00 en EUR 0.625%, échue

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'analyse financière porte sur un instrument d'emprunt identifié par l'ISIN DE000A3E5S00, une obligation émise par HOCHTIEF AG, un conglomérat allemand de premier plan dans les domaines de la construction et de l'ingénierie, jouissant d'une reconnaissance mondiale pour ses vastes projets d'infrastructure et de bâtiment et sa présence internationale diversifiée. Cet instrument, libellé en Euros et émis depuis l'Allemagne, offrait un taux d'intérêt annuel fixe de 0,625%, avec une fréquence de paiement des coupons d'une fois par an ; ayant atteint sa date de maturité fixée au 26 avril 2029, cette obligation a été intégralement remboursée à sa valeur nominale de 100%, confirmant ainsi la restitution du capital aux porteurs.

Base Prospectus dated April 15, 2021
This document constitutes a base prospectus for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017, as amended (the "Prospectus Regulation"), of HOCHTIEF
Aktiengesellschaft in respect of non-equity securities within the meaning of Article 2 (c) of the Prospectus Regulation
("Non-Equity Securities") (the "Debt Issuance Programme Prospectus" or the "Prospectus").

HOCHTIEF Aktiengesellschaft
(Essen, Federal Republic of Germany)
EUR 3,000,000,000
Debt Issuance Programme
(the "Programme")
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand
Duchy of Luxembourg in its capacity as competent authority under the Prospectus Regulation. The CSSF has only
approved this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer or the quality of any
Notes that are the subject of this Prospectus. Neither does the CSSF give any undertaking as to the economic and
financial soundness of the operation or the quality or solvency of the Issuer pursuant to Article 6(4) of the Luxembourg
prospectus law (Loi relative aux prospectus pour valeurs mobilières) by approving this Prospectus. Potential investors
should make their own assessment as to the suitability of investing in the Notes.
Application has been made to the Luxembourg Stock Exchange to list notes to be issued under the Programme
(the "Notes") on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the Regulated
Market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market (the "Regulated Market") is
a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of
May 15, 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as
amended ("MiFID II"). Notes issued under the Programme may also be listed on further or other stock exchanges or
may not be listed at all.
HOCHTIEF Aktiengesellschaft has requested the CSSF to provide the competent authorities in the Federal Republic
of Germany, the Republic of Austria and The Netherlands with a certificate of approval attesting that this Prospectus
has been drawn up in accordance with the Prospectus Regulation ("Notification"). HOCHTIEF Aktiengesellschaft may
request the CSSF to provide competent authorities in additional Member States within the European Economic Area
("EEA") with a Notification.
This Prospectus is valid until its expiration on April 15, 2022 and this Prospectus and any supplement hereto as well as
any Final Terms reflect the status as of their respective dates of issue. There is no obligation to supplement this
Prospectus in the event of significant new factors, material mistakes or material inaccuracies when this Prospectus is
no longer valid.
Arranger
Commerzbank
Dealers
Commerzbank
HSBC
Mizuho Securities
Société Générale
Corporate & Investment Banking

This Prospectus and documents incorporated by reference will be published in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu) as well as on the website of HOCHTIEF Aktiengesellschaft
(www.hochtief.com).

RESPONSIBILITY STATEMENT
HOCHTIEF Aktiengesellschaft (the "Issuer" or the "Company" and together with its consolidated
subsidiaries, the "HOCHTIEF Group" or the "Group") with its registered offices in Essen and operated
under German law is solely responsible for the information given in this Prospectus.
The Issuer hereby declares that, to the best of its knowledge, the information contained in this Prospectus
is, in accordance with the facts and that this Prospectus makes no omission likely to affect its import.
This Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference. Full information on the Issuer and any tranche of Notes (each a "Tranche of
Notes") is only available on the basis of the combination of this Prospectus and the final terms (the "Final
Terms") relating to such Tranche of Notes.
NOTICE
The Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information
with regard to the Issuer and the Notes which is material in the context of the Programme and the issue and
offering of Notes thereunder, that the information contained herein with respect to the Issuer and the Notes
is accurate and complete in all material respects and is not misleading, that the opinions and intentions
expressed herein are honestly held and based on reasonable assumptions, that there are no other facts in
respect of the Issuer or the Notes, the omission of which would make this Prospectus as a whole or any of
such information or the expression of any such opinions or intentions misleading, and that the Issuer has
made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
Neither the delivery of this Prospectus nor any Final Terms nor the offering, sale or delivery of any Notes
shall, in any circumstances, create any implication that the information contained in this Prospectus is
accurate and complete subsequent to their respective dates of issue or that there has been no adverse change
in the financial situation of the Issuer since such date or that any other information supplied in connection
with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The Issuer has undertaken with the Dealers to supplement this Prospectus in accordance with the Prospectus
Regulation or to publish a new prospectus in the event of any significant new factor, material mistake or
material inaccuracy relating to the information included in this Prospectus which is capable of affecting the
assessment of the Notes and which arises or is noted between the time when this Prospectus has been
approved and the closing of any Tranche of Notes offered to the public or, as the case may be, when trading
of any Tranche of Notes on a regulated market begins in respect of Notes issued on the basis of this
Prospectus.
No person has been authorized by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other document entered into in relation to the
Programme or any information supplied by the Issuer or such other information as in the public domain
and, if given or made, such information or representation should not be relied upon as having been
authorized by the Issuer, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuer, is responsible for the information contained in this Prospectus or any supplement hereto, or any
Final Terms or any 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.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final
Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any
such restrictions. For a description of the restrictions applicable in the United States of America, the EEA,
the United Kingdom ("UK") and Japan, see "Selling 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") or with any securities regulatory authority of any state or other
jurisdiction of the United States and are being sold pursuant to an exemption from the registration
requirements of the Securities Act. The Notes are subject to tax law requirements of the United States of
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America. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United
States of America or to, or for the account or benefit of, US persons (as defined in Regulation S under the
Securities Act ("Regulation S")). For further information, see "Selling Restrictions United States of
America".
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes
a translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the
Terms and Conditions may be controlling and binding if so specified in the Final Terms.
Neither this Prospectus nor any Final Terms may be used for the purpose 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 an offer or solicitation.
Neither this Prospectus nor any Final Terms constitute an offer or an invitation to subscribe for or
to purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers
or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or
purchase any Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s) (the "Stabilizing
Managers")) in the applicable Final Terms may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilization may not necessarily occur. Any stabilization action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilization or over-allotment must be conducted by the relevant
Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in accordance
with all applicable laws and rules.
In this Prospectus all references to "", "EUR", and "Euro" are to the currency introduced at the start of
the third stage of the European Economic and Monetary Union, and as defined in Article 2 of Council
Regulation (EC) No. 974/98 of May 3, 1998 on the introduction of the euro, as amended.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective
rating agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell
or hold Notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market
environment, market developments, growth rates, market trends and competition in the markets in which
the Issuer operates is taken from publicly available sources, including, but not limited to, third-party studies
or the Issuer's estimates that are also primarily based on data or figures from publicly available sources.
The information from third-party sources that is cited here has been reproduced accurately. As far as the
Issuer is aware and is able to ascertain from information published by such third-party, no facts have been
omitted which would render the reproduced information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that
would not be available from publications issued by market research firms or from any other independent
sources. This information is based on internal estimates and, as such, may differ from the estimates made
by the Issuer's competitors or from data collected in the future by market research firms or other independent
sources. To the extent the Issuer derived or summarized the market information contained in this Prospectus
from a number of different studies, an individual study is not cited unless the respective information can be
taken from it directly.
The Issuer has not independently verified the market data and other information on which third parties have
based their studies or the external sources on which the Issuer's own estimates are based. Therefore, the
Issuer assumes no responsibility for the accuracy of the information on the market environment, market
developments, growth rates, market trends and competitive situation presented in this Prospectus from
third-party studies or the accuracy of the information on which the Issuer's own estimates are based. Any
statements regarding the market environment, market developments, growth rates, market trends and
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competitive situation presented in this Prospectus regarding HOCHTIEF Group and its operating divisions
contained in this Prospectus are based on its own estimates and/or analysis unless other sources are
specified.
Any websites referred to in this Prospectus are referred to for information purposes only and do not form
part of this Prospectus unless that information is incorporated by reference into this Prospectus and have
not been scrutinised or approved by the CSSF.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "Distributor") should take into
consideration the target market assessment; however, a Distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules. Furthermore, the Issuer is not a manufacturer or Distributor for the
purposes of MiFID II and its supplementing EU legislative acts.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
Distributor should take into consideration the target market assessment; however, a Distributor subject to
the UK Financial Conduct Authority ("FCA") Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MIFIR Product Governance Rules. Furthermore, the Issuer is not
a manufacturer or Distributor for the purposes of the UK MiFIR Product Governance Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include
a legend entitled "Prohibition of Sales to Retail Investors in the European Economic Area", the Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer
within the meaning of Directive 2016/97/EU as amended (the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in the Prospectus Regulation. If the above mentioned legend
is included in the relevant Final Terms, no key information document required by Regulation (EU) No.
1286/2014 as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
UK PRIIPS REGULATION / UK RETAIL INVESTORS If the Final Terms in respect of any Notes
include a legend entitled "Prohibition of Sales to Retail Investors in the United Kingdom", the Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the UK. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of article 2 of Regulation (EU) No 2017/565 as it
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended
("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of article 2 (1) of Regulation
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(EU) No 600/2014 as it forms part of UK law by virtue of the EUWA; or (iii) not a qualified investor as
defined in the Prospectus Regulation as it forms part of UK law by virtue of the EUWA. If the above
mentioned legend is included in the relevant Final Terms no key information document required by
Regulation (EU) No 1286/2014 as amended as it forms part of UK law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify that the interest
amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank Offered
Rate ("EURIBOR"), which is currently provided by European Money Markets Institute ("EMMI") or
London Interbank Offered Rate ("LIBOR"), which is currently provided by ICE Benchmark
Administration Limited ("IBA"). As at the date of this Prospectus, EMMI does appear whereas IBA does
not appear on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011
(the "Benchmark Regulation"). As far as the Issuer is aware, the transitional provisions in Article 51 of
the Benchmark Regulation apply, such that IBA is not currently required to obtain recognition, endorsement
or equivalence.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. Forward-looking statements are statements
that do not relate to historical facts and events. They are based on the analyses or forecasts of future results
and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are
identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will" and similar terms and phrases, including references and
assumptions. This applies, in particular, to statements in this Prospectus containing information on future
earnings capacity, plans and expectations regarding the Issuer's business and management, its growth and
profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including the Issuer's financial condition
and results of operations, to differ materially from and be worse than results that have expressly or implicitly
been assumed or described in these forward-looking statements. The Issuer's business is also subject to a
number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in
this Prospectus to become inaccurate. Accordingly, potential investors are strongly advised to read the
following sections of this Prospectus: "Risk Factors" and "HOCHTIEF Aktiengesellschaft as Issuer". These
sections include more detailed descriptions of factors that might have an impact on the Issuer's business
and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, the Issuer does not assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or
developments.
- v -

CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 7
RISK FACTORS .......................................................................................................................................... 8
CONSENT TO USE THIS PROSPECTUS ............................................................................................... 29
ISSUE PROCEDURES .............................................................................................................................. 30
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 32
FORM OF FINAL TERMS ...................................................................................................................... 153
HOCHTIEF AKTIENGESELLSCHAFT AS ISSUER ............................................................................ 183
BUSINESS OF THE HOCHTIEF GROUP ............................................................................................. 194
TAXATION WARNING ......................................................................................................................... 213
SUBSCRIPTION AND SALE ................................................................................................................. 214
GENERAL INFORMATION .................................................................................................................. 220
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 222

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GENERAL DESCRIPTION OF THE PROGRAMME
Under this Programme, the Issuer may from time to time issue Notes to one or more of the Dealers set forth
on the cover page and any additional Dealer appointed under the Programme from time to time by the
Issuer, whose appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together,
the "Dealers"), or directly to investors.
The maximum aggregate principal amount of the Notes at any time outstanding under the Programme will
not exceed EUR 3,000,000,000 (or its equivalent in any other currency). The Issuer may increase the
amount of the Programme from time to time.
Commerzbank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger"). Notes
may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of
public or private placements and, in each case, on a syndicated or non-syndicated basis. The method of
distribution of each Tranche of Notes will be stated in the Final Terms. Notes may be offered to non-
qualified and/or qualified investors.
Notes may be issued on a continuous basis in Tranches of Notes, each Tranche of Notes consisting of Notes
which are identical in all respects. One or more Tranches of Notes, which are expressed to be consolidated
and forming a single series and identical in all respects, but having different issue dates, interest
commencement dates, issue prices and dates for first interest payments may form a series ("Series") of
Notes. Further Notes may be issued as part of existing Series. The specific terms of each Tranche of Notes
will be set forth in the Final Terms.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s)
and as indicated in the Final Terms save that the minimum denomination of the Notes will be, if in Euro,
EUR 1,000, if in any currency other than Euro, in an amount in such other currency nearly equivalent to
EUR 1,000 at the time of the issue of Notes.
Notes will be issued with a maturity of twelve months or more.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in
the Final Terms. The Notes are freely transferable.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the Final Terms.
These systems will include those operated by Clearstream Banking AG, Frankfurt am Main, Clearstream
Banking S.A., Luxembourg and Euroclear Bank SA/NV.
Commerzbank Aktiengesellschaft will act as fiscal agent (the "Fiscal Agent") and as paying agent
(the "Paying Agent").
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RISK FACTORS
Potential investors should carefully review and consider all information provided in or incorporated by
reference into this Prospectus before deciding to purchase Notes issued under the Programme. In addition,
investors should be aware that the risks described may combine and thus intensify one another. Investing
in the Notes could involve additional risks and uncertainties of which the Issuer is not presently aware and
which could also affect the business operations of the Group and adversely affect the Issuer's and the
Group's business activities and financial condition and results of operations and the ability of the Issuer to
fulfil its respective obligations under the Notes.
The following is a disclosure of risk factors that may affect the ability of the Company to fulfil its respective
obligations under the Notes and that are material to the Notes issued under the Programme in order to
assess the market risk associated with these Notes.
Under the circumstances described below, potential investors may lose the value of their entire investment
or part of it.
Each potential investor in Notes must determine the suitability of an investment in the Notes in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference in this Prospectus or any applicable supplement to this Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes
and the impact the Notes will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behavior of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of their financial, accounting, legal and tax
advisers) possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
The investment activities of certain investors are subject to investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers prior to investing
in the Notes to determine whether and to what extent (i) the Notes are permitted investments for it, (ii) where
relevant, the Notes can be used as collateral for various types of borrowing, and (iii) other restrictions
apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or
the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-
based capital or similar rules. Each investor should also consider the tax consequences of investing in the
Notes and consult its own tax advisers with respect to the acquisition, sale and redemption of the Notes in
light of its personal situation.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolio. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes
will perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
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RISK FACTORS REGARDING THE COMPANY AND THE GROUP
I. Risks Related to the Group's Business and Market Environment
The Group's business is sensitive to changes in the macroeconomic environment and cyclical
fluctuations in the markets in which it operates. Adverse developments in the global economic
environment and disruptions in financial markets, in particular those caused by the current global
COVID-19 pandemic, could have an adverse impact on the Group's business, financial condition and
results of operations.
The Group has extensive international operations, with presence in significant markets globally, including
the United States of America (the "United States", "US" or "USA"), the Commonwealth of Australia
("Australia"), Canada, the Federal Republic of Germany ("Germany") and other countries in Europe and
is also active in countries such as New Zealand, Hong Kong and Indonesia. The Group's business
performance is closely linked to the macroeconomic trends and economic cycles in the countries, regions
and cities in which it operates, in particular the local gross domestic products ("GDP") of such markets.
Economic downturns or cyclical fluctuations globally or in one or more individually significant markets
can have a distinct impact on general prosperity and public spending which in turn can considerably
decrease demand for the services offered by the Group.
The ongoing SARS-CoV-2 / COVID-19 ("COVID-19") pandemic is currently serverely impacting the
global economy. So far, the COVID-19 pandemic partly affected HOCHTIEF due to pandemic-related
restrictions and additional constraints on projects as well as delays in new contract awards, and partly due
to significant declines in traffic growth at HOCHTIEF's financial investment in the toll road operator
Abertis Infraestructuras S.A. ("Abertis" and together with its consolidated subsidiaries, the "Abertis
Group") caused by lockdown measures to contain the pandemic. In the key existing markets for Abertis
(France, Spain, Chile, Mexico and Brazil) average daily traffic declined by around 21% year on year in
2020 with strong declines during the second quarter of 2020 and some subsequent recovery. It can not be
excluded that the effects of this pandemic may continue to adversely affect the Group's business and results
of operations and may have adverse effects on the Group's financial condition and liquidity. While it is
currently impossible to estimate and quantify the extent of its negative effects on the Group's business,
results of operations, and financial condition and liquidity, the COVID-19 pandemic poses material risks
to its operations, delivery of products and services, the procurement market and supply chains. These effects
could for example be caused by restrictions on business activities of suppliers, customers and the Group
itself, including its personnel, either discretionary or imposed by public authorities on a regional, national
or international level, by unavailability of critical workforce, and by a material redirection of public funds
from the Group's products and services to address the COVID-19 pandemic, or a decrease in public
spending for the products and services offered by the Group generally.
In 2020, the U.S. economic growth was down on the prior year due to the global COVID-19 pandemic. The
trade conflict that has arisen between the United States and its trade partners is subject to uncertainty
regarding its further development and may continue to negatively impact global economic growth as well
as potentially contribute to a fall in economic output. The construction industry is cyclical by nature and
largely dependent on investments undertaken in both the public and private sectors. These investments,
which normally increase in times of economic growth and decrease during a recession, are particularly
sensitive to interest rates, general economic conditions and other factors outside the Group's control.
Continuing disruptions in the global economy and in the global markets or instability may, therefore, have
a material adverse effect on the Group's business, results of operations and financial condition as they may
constrain public and private investment in infrastructure and the volume of construction activity.
Moreover, the current persistent political uncertainties in Europe may have negative effects on the European
economic region, which may result in cuts in public investment spending. This could affect long-term
growth prospects for Europe and impair the Group's future development in the region. Despite the signing
of the trade agreement, United Kingdom's exit from the European Union ("Brexit") could have as yet
unpredictable consequences for the economies and financial markets in both the United Kingdom and the
European Union and, thus, on the Group's business. In addition, the rise of populist parties and/or
increasingly protectionist measures by governments, notably tariff policy measures, in several countries
within and outside the European Union may negatively affect the global economy which could adversely
affect the Group's operations and sales, and in particular contract awards. Any of these factors may have
negative repercussions for the global economy as a whole.
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In addition, the Group's contract mining business is affected by the global demand for commodities the
long-term increase in global demand for commodities has resulted in sustained growth in the Group's
contract mining business. In particular, a potential decline in demand and/or prices for metallurgical and
thermal coal, as well as other commodities, can have an impact on profits in specific lines of business.
However, there is no assurance that the demand nor prices for commodities will continue to increase or
remain at current levels. A decrease in the demand for commodities or steep drop in commodity prices (as
occurred in the past) could result in decline of the contract mining business of the Group.
The Group's business may be adversely affected by a reduction of public spending on infrastructure
projects.
The Group is also affected by economic and fiscal policies concerning public investment and spending in
infrastructure and in public-private partnerships ("PPP") in the markets in which it operates. Government
spending finances a significant portion of infrastructure development. The deterioration of sovereign
creditworthiness and budgetary austerity measures can negatively affect the Group's activities in the
affected countries. Government spending on infrastructure projects is driven by political factors, which may
cause governments to invest in infrastructure projects as a counter-cyclical measure, in order to stimulate
the general economy as well as the situation of public budgets. Furthermore, specific political programs
may influence public spending on infrastructure projects, such as focused efforts to improve infrastructure
in certain regions or certain road and/or rail traffic lines. There is also uncertainty with respect to relations
between the United States and other economic areas, in particular due to the ongoing trade conflict with its
trade partners in 2021. Despite pledges by the new administration of the United States government to
increase public spending on infrastructure projects, there is uncertainty whether an increase in infrastructure
spending will be implemented and whether the Group will succeed in benefiting from these increases in
infrastructure spending, if any.
Any of these risks could have material adverse effects on the Group's business, financial condition, cash
flow and results of operations.
The Group's international business operations are subject to changes in the political and legal
environment which are beyond its control and other risks which could adversely affect the Group's
operating results.
The Group generates a large part of its operating revenues in the United States, Australia, Canada, Germany
and other countries of Europe but is also active in countries such as New Zealand, Hong Kong and
Indonesia. The revenues of, market value of, and dividends payable by, subsidiaries within the Group and
therefore the Group's operations are thus subject to legal, regulatory, social, political, and economic risks
inherent in international business operations. Owing to the business activities and significant international
presence, the Group is exposed to various political and legal risks in the countries in which it operates
which are beyond its control and often difficult to anticipate.
The risks associated with the Group's international operations include:
·
changes in government policies and regulation as well as local regulatory requirements, in
particular in the areas of tax laws and climate protection;
·
fluctuations in local economic growth;
·
embargoes, foreign exchange controls, restrictions on dividend payments or currency
exchange rate fluctuations;
·
acts of war, terrorism, international hostilities and outbreaks of diseases;
·
availability of qualified staff;
·
alleged or actual violations of applicable anti-bribery, anti-corruption and antitrust laws in
the jurisdictions in which the Group is doing business;
·
government-mandated austerity programs limiting spending;
·
difficulty in establishing, staffing and managing local operations;
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