Obligation Unibail-Rodamco-Westfield 1% ( FR0013405032 ) en EUR

Unibail-Rodamco-Westfield

100 % ⇌

France

FR0013405032 ( en EUR )

1% par an ( paiement annuel )

27/02/2027 - Obligation échue

Prospectus brochure de l'obligation UNIBAIL RODAMCO SE FR0013405032 en EUR 1%, échue

Unibail-Rodamco-Westfield SE est une société immobilière cotée en bourse spécialisée dans la conception, le développement et la gestion de grands centres commerciaux et de propriétés de bureaux haut de gamme en Europe et aux États-Unis.

L'Obligation émise par Unibail-Rodamco-Westfield ( France ) , en EUR, avec le code ISIN FR0013405032, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/02/2027

FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (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 retail investors in the EEA may
be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines
published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes are
eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended,
"MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a " distributor") should
take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the manufacturers' target market assessment) and determining appropriate distribution channels.
25 February 2019
UNIBAIL-RODAMCO SE
Legal Entity Identifier (LEI) : 969500SHQITWXSIS7N89
Issue of EUR 750,000,000 1.000 per cent. Notes due 27 February 2027
Guaranteed by WFD Unibail-Rodamco N.V., URW America Inc., WCL Finance Pty Limited, WEA
Finance LLC, Westfield America Trust, Westfield Corporation Limited, Westfield UK & Europe Finance
plc and WFD Trust
Under the EURO 20,000,000,000
Guaranteed Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the
heading "Terms and Conditions of the French Law Notes" in the Base Prospectus dated 26 October 2018 which
received visa no. 18-498 from the Autorité des marchés financiers (the "AMF") on 26 October 2018 and the
supplement to the Base Prospectus dated 15 February 2019 which received visa no. 19-049 from AMF on 15
February 2019 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the
"Prospectus Directive") as amended. This document constitutes the Final Terms of the Notes described herein
for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base
Prospectus as so supplemented. Full information on the Issuer, the Guarantors and the offer of the Notes is only
available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The
Base Prospectus and the supplement to the Base Prospectus are available for viewing on the website of the Issuer
(www.urw.com) and copies may be obtained from 7 Place du Chancelier Adenauer, CS 31622, 75772 Paris Cedex
16, France and BNP Paribas Securities Services, Les Grands Moulins de Pantin, 9 rue du Débarcadére, 93500
Pantin, France.
1
(i)
Series Number:
120

(ii)
Tranche Number:
1

2
Specified Currency or Currencies:
Euro ("EUR")
3
Aggregate Nominal Amount:

(i)
Series:
EUR 750,000,000

(ii)
Tranche:
EUR 750,000,000
4
Issue Price:
99.162 per cent. of the Aggregate Nominal Amount.
5
Specified Denominations:
EUR 100,000
6
(i)
Issue Date:
27 February 2019

(ii)
Interest Commencement Date:
Issue Date
7
Maturity Date:
27 February 2027
8
Interest Basis:
1.000% Fixed Rate
(see paragraph 12 below)
9
Change of Interest Basis:
Not Applicable
10
Put/Call Options:
Issuer Call
Clean-up Call
Make-whole Redemption
(See paragraphs 15, 16 and 17 below)
11
Date of Board approval for issuance of
Issuer:
Notes and Guarantees obtained:
Unibail-Rodamco SE management board: 6 December 2018
Guarantors:
WFD Unibail-Rodamco N.V. management board: 7
September 2018
URW America: 11 September 2018
WEA Finance LLC: 11 September 2018
WCL Finance Pty Limited: 14 September 2018
Westfield America Trust: 14 September 2018
Westfield Corporation Limited: 14 September 2018
WFD Trust: 14 September 2018
Westfield UK & Europe Finance plc: 14 September 2018
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12
Fixed Rate Note Provisions :
Applicable

(i)
Rate of Interest:
1.000 per cent. per annum payable annually in arrear on each
Interest Payment Date

(ii)
Interest Payment Date(s):
27 February in each year commencing on 27 February 2020,
not adjusted.

(iii)
Fixed Coupon Amount(s):
EUR 1,000 per Specified Denomination

(iv)
Broken Amount(s):
Not Applicable

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

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

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

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

(iii)
If redeemable in part:
Not Applicable

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

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

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

(iii)
Reference Bond:
0.25%
Bundesobligationen of
the
Bundesrepublik
Deutschland (Bund) due 15 February 2027 with ISIN:
DE0001102416

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

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

(vi)
Quotation Agent:
BNP Paribas

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

(i)
Minimum Percentage:
20 per cent.

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

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

20
Early Redemption Amount:

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

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

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

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

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