Obligation Aroundtown Properties S.A. 1.5% ( XS1403685636 ) en EUR

Aroundtown Properties S.A.

100 % ▼

Allemagne

XS1403685636 ( en EUR )

1.5% par an ( paiement annuel )

02/05/2022 - Obligation échue

Prospectus brochure de l'obligation Aroundtown Property Holdings S.A XS1403685636 en EUR 1.5%, échue

100 000 EUR

259 500 000 EUR

Aroundtown Property Holdings S.A. est une société d'investissement immobilier cotée à la bourse de Francfort, spécialisée dans l'acquisition, la gestion et le développement de propriétés commerciales et résidentielles principalement en Allemagne, aux Pays-Bas et au Royaume-Uni.

L'Obligation émise par Aroundtown Properties S.A. ( Allemagne ) , en EUR, avec le code ISIN XS1403685636, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 02/05/2022

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)
600,000,000 1.50% Series D Bonds due 2022
ISIN XS1403685636, Common Code 140368563
with an unconditional and irrevocable guarantee 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)

Aroundtown Property Holdings plc (the "Guarantor", and together with its consolidated subsidiaries, the "Group")
issued EUR 600,000,000 1.50% Series D Bonds due 2022 (the "Notes") on 3 May 2016 (the "Issue Date"). The
Notes are constituted by a trust deed between the Issuer and Prudential Trust Company Limited (the "Trustee")
dated as of the Issue Date (the "Principal Trust Deed"). The Principal Trust Deed was amended by a first
supplemental trust deed dated 1 November 2016 (the "First Supplemental Trust Deed", and together with the
Principal Trust Deed, the "Trust Deed") in connection with the substitution of ATF Netherlands B.V. (the "Issuer")
as the principal obligor under the Notes and the granting by the Guarantor of an unconditional and irrevocable
guarantee of the Notes (the "Guarantee"). The Notes are unconditionally and irrevocably guaranteed by the
Guarantor pursuant to the Guarantee.
The Notes and the Guarantee are governed by the laws of England.
The Notes bear interest from and including the Issue Date, payable annually in arrear on 3 May (each such date,
an "Interest Payment Date") of each year, commencing on 3 May 2017.
The Notes have a final maturity date of 3 May 2022 (the "Final Maturity Date") and unless previously purchased
and cancelled or redeemed in accordance with the Terms and Conditions will be redeemed at their principal
amount on the Final Maturity Date.
The Notes are redeemable in whole but not in part at the option of the Issuer at an amount per Note equal to the
Optional Redemption Amount plus interest accrued on the Note to but excluding the relevant Optional
Redemption Date (each as defined in the relevant Terms and Conditions). The Issuer may also redeem the Notes
in whole but not in part at an amount equal to the principal amount of the Notes plus interest accrued on the
Notes to but excluding the Tax Redemption Date (as defined in the relevant Terms and Conditions) if the Issuer or
the Guarantor (as the case may be) has or will become obligated to pay additional amounts as a result of any
change in, or amendment to, the laws or regulations of the Netherlands or the Republic of Cyprus ("Cyprus") (as
the case may be). In such case, holders of the Notes ("Holders") will have the right to elect that their Notes shall
not be redeemed.
Following the occurrence of a Merger, Holders will have the right to require the Issuer to redeem their Notes on
the relevant Merger Put Date at an amount equal to the principal amount of the Notes, plus interest accrued on
the Notes to but excluding the relevant Merger Put Date (each as defined in the relevant Terms and Conditions).
Following the occurrence of a Change of Control, Holders will have the right to require the Issuer to redeem the
Notes on the relevant Change of Control Put Date at an amount equal to the principal amount of the Notes, plus
interest accrued on the Notes to but excluding the relevant Change of Control Put Date (each as defined in the
relevant Terms and Conditions).
The Notes are represented by a global registered certificate (the "Global Note").
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, and includes any relevant
implementing measure for the purposes of this Prospectus in a relevant member state of the European Economic

Area) (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. Application has been made
to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the Notes to be admitted to the official list of the
Irish Stock Exchange (the "Official List") and trading on its regulated market (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 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 in any
jurisdiction.
The Guarantor is assigned a "BBB" credit rating with stable outlook by Standard & Poor's Credit Market Services
Europe Limited ("S&P"). The Notes are assigned a "BBB" rating by S&P. 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.

Prospectus dated 8 November 2016

IMPORTANT NOTICES
This document comprises a prospectus for the purposes of Article 5 of the Prospectus Directive.
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 Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or
the Guarantor. The delivery of this Prospectus shall not, 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 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 in certain jurisdictions may be restricted by law. Persons into
whose possession this Prospectus comes are required by the Issuer and the Guarantor to inform
themselves about and to observe any such restriction. The Notes and the 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. Subject to certain exceptions, the Notes and the 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")).
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer to
subscribe for, or purchase, any 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
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 Notes
and the Guarantee which is material in the context of the issue and offering of the Notes,
including all relevant information which, according to the particular nature of the Issuer and the
Guarantor and the Notes and the Guarantee, is necessary to enable investors and their
i

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 Notes and the Guarantee; (ii) the statements contained in this Prospectus
relating to the Issuer, the Guarantor, the Group, the Notes and the Guarantee are in every
material particular true and accurate and not misleading; (iii) there are no other facts in relation to
the Issuer, the Guarantor, the Group, the Notes or the Guarantee the omission of which would, in
the context of the issue and offering of the Notes, make any statement in the Prospectus
misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer
and the Guarantor to ascertain such facts and to verify the accuracy of all such information and
statements.
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 Notes. However, a
prospective investor should conduct its own thorough analysis (including its own accounting, legal
and tax analysis) prior to deciding whether to invest in any Notes as any evaluation of the
suitability for an investor of an investment in the Notes depends upon a prospective investor's
particular financial and other circumstances, as well as on the specific terms of the 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 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. 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.
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
ii

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).
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
information provided by such sources. Neither the Issuer nor the Guarantor 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
iii

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 its 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 33.25% 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."

iv

TABLE OF CONTENTS
RISK FACTORS ............................................................................................................................... 2
INFORMATION INCORPORATED BY REFERENCE ................................................................... 59
TERMS AND CONDITIONS OF THE NOTES ............................................................................... 62
GUARANTEE ................................................................................................................................. 93
USE OF PROCEEDS ..................................................................................................................... 96
DESCRIPTION OF THE ISSUER .................................................................................................. 97
DESCRIPTION OF THE GUARANTOR AND THE GROUP ....................................................... 100
TAXATION .................................................................................................................................... 138
REGULATORY ENVIRONMENT ................................................................................................. 148
GENERAL INFORMATION .......................................................................................................... 159
FINANCIAL INFORMATION OF THE ISSUER ........................................................................... 162

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 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

financial investments in Group companies, receivables from loans to Group companies, and other
receivables owed by Group companies. The Issuer may issue further notes in the future.
The ongoing business activities of the Issuer depend on the ability of the Guarantor and other
companies of the Group to fulfil their payment obligations vis-à-vis the Issuer or the obligation to
assume losses. If individual or all members of the Group were unable to meet their payment
obligations to the Issuer in due time, this could considerably impair the ability of the Issuer to fulfil
its obligations under the Notes or cause the market price for the Notes to decline.
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.
The Guarantor is a specialist real estate investment company, with a focus on value-add income
generating properties primarily in Germany, the Netherlands and other real estate markets. As of
October 2016, the Guarantor directly or indirectly held commercial real estate with a fair market
value of approximately 4.6 billion, consisting primarily of office, hotel, retail and other types of
commercial real estate (the "Commercial Portfolio"). The Guarantor's residential property
portfolio consists of its indirect interest in the residential property portfolio of Grand City
Properties S.A. ("GCP") based on the Guarantor's 33.25% interest in GCP (the "Residential
Portfolio", and together with the Commercial Portfolio, the "Group Portfolio"). GCP is a publicly
traded specialist real estate company that focuses on investing in the German residential real
estate market. As of June 30, 2016, GCP's total assets were approximately 5.6 billion, its loan-
to-value ratio was approximately 39% and its total equity was approximately 2.7 billion.
The Residential Portfolio is not consolidated in the Guarantor's consolidated financial statements,
and the Guarantor's interest in GCP is presented as investment in an equity-accounted investee.
For the six months ended June 30, 2016, the Guarantor recorded approximately 120 million as
share in profit from investments in equity-accounted investees and had an operating profit of
approximately 609 million. For more information, see "--Financial Risks--The Guarantor's cash
flow requirements and possible future interest payments are dependent on the profitability of the
Group or must be met with borrowed funds or by selling property."
The Guarantor's performance depends on the performance of the Group Portfolio, which in turn
depends on the performance of the real estate markets in Germany, the Netherlands and the

3

other areas where the properties that are included in the Group Portfolio are located (collectively,
the "Portfolio Regions"). Because the performance of real estate markets is driven by changes
in the overall economy, the Group's performance is affected not only by factors that impact the
commercial and residential real estate markets, but also by factors that impact the economy more
generally, such as interest rates, levels of public debt and inflation rates. Real estate markets
tend to fluctuate, with asset values and rents reflecting both positive and negative developments.
Demographic, economic, political and market factors may have an impact on the performance of
the Group Portfolio, and economic developments in and related to the real estate markets in the
Portfolio Regions and their individual submarkets may significantly impact the Group's business
and future prospects. These developments play an important role in determining property values,
rent levels, re-letting periods, overall demand, vacancy rates and turnover rates, and may vary
significantly across the Portfolio Regions. Although the Group Portfolio is located primarily in
Germany and the Netherlands, the Group Portfolio is more concentrated in certain regions of
those countries, such as Berlin, Munich, North Rhine Westphalia, Dresden, Leipzig, Halle,
Hamburg, Frankfurt and Hannover in Germany, and Amsterdam and Rotterdam in the
Netherlands. Thus, the performance of the Guarantor and the Group depends not only on general
economic and demographic developments in Germany and the Netherlands, but also on the
particular circumstances in the Portfolio Regions.
The market for commercial real estate, and the performance of the Commercial Portfolio,
depends on economic and demographic developments in Germany, the Netherlands and the
other Portfolio Regions. Factors such as changes in disposable income or industrial activity, the
availability of credit financing, interest rates, taxation policies, economic growth, population
growth, unemployment rates, consumer confidence and other factors may all impact the level of
demand for commercial real estate. A decline in population levels, particularly among younger
segments of the working population, or a decline in purchasing power or higher unemployment
rates could reduce the demand for office, hotel, retail and other commercial properties. Declines
in economic and population growth rates in the Portfolio Regions could lead to lower demand for
residential real estate as well as to lower demand for commercial property, and, as a result, may
adversely affect the Group's ability to achieve or maintain its desired occupancy rates, rent levels
and weighted average lease terms ("WALTs"). Local economic developments, such as
employment conditions or significant income or liquidity problems for tenants in these areas, may
also lead to reduced rental income and increased vacancy or turnover rates. In such
circumstances, the Group may not be able to let or re-let properties on attractive terms or at all, or
may only be able to do so after making significant additional investments.
In particular, the retail market in the Netherlands has been greatly affected by the global
economic crisis of 2008 and 2009, as well as its aftermath, which has resulted in several
bankruptcies of large retail chains such as Scheer & Foppen, Dolcis, Scapino and in substantial

4

Document Outline

#8">RISK FACTORS
- #8">Risk Factors Relating to the Issuer
- #9">Risk Factors Relating to the Guarantor and the Group
  - #9">Risks Relating to the Real Estate Market
  - #17">Risks Relating to the Business of the Group
  - #34">Valuation Risks
  - #36">Financial Risks
  - #41">Risks Relating to the Shareholding Structure of the Guarantor
  - #42">Legal and Regulatory Risks
  - #49">Tax Risks
- #53">Risk Factors Relating to the Notes
#65">INFORMATION INCORPORATED BY REFERENCE
- #65">Aroundtown Property Holdings plc
- #65">H1 2016 Condensed Interim Consolidated Financial Statements
- #65">2015 Consolidated Financial Statements
- #66">2014 Consolidated Financial Statements
- #66">Alternative Performance Measures
#68">TERMS AND CONDITIONS OF THE NOTES
- #71">Interest Period means the period beginning on (and including) the Closing Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding...
- #89"> or Euro means the currency of the economic and monetary union established pursuant to the Treaty on the Functioning of the European Union, as amended;
- #89">Additional Optional Redemption Date has the meaning provided in Condition 5.2(b);
- #89">Additional Optional Redemption Notice has the meaning provided in Condition 5.2(b) and shall specify:
  - #89">(a) the Series D Bonds subject to redemption;
  - #89">(b) the Additional Optional Redemption Date; and
  - #89">(c) the amount at which such Series D Bonds are to be redeemed under the Additional Optional Redemption Notice;
- #89">Asset Sale means the sale of an asset of the Issuer, the Guarantor or any of the Restricted Subsidiaries other than in the ordinary course of business;
- #89">Benchmark Yield means the yield to maturity at the Redemption Calculation Date of direct obligations of the Federal Republic of Germany (Bund or Bundesanleihen) with a constant maturity (as compiled and published in the most recent financial statisti...
- #90">business day means, in any place, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in that place;
- #90">Camelbay means Camelbay Limited;
- #90">Cash means cash in hand;
- #90">Cash Equivalents means short-term, liquid investments and traded securities;
- #90">a Change of Control shall occur when a person or persons, acting together, acquire, directly or indirectly, (a) more than 50 per cent. of the voting rights of the Guarantor or (b) control of the Guarantor, where "control" means: such person or person...
- #90">Change of Control Notice has the meaning provided in Condition 5.6;
- #90">Change of Control Period means the period commencing on the occurrence of a Change of Control and ending 30 calendar days following the Change of Control or, if later, 30 calendar days following the date on which a Change of Control Notice is given t...
- #90">Change of Control Put Date has the meaning provided in Condition 5.6;
- #90">Change of Control Put Exercise Notice has the meaning provided in Condition 5.6;
- #90">Clearing System Business Day means Monday to Friday inclusive except 25 December and 1 January;
- #90">Clearing Systems means Euroclear Bank S.A./NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg);
- #90">Closing Date means 3 May 2016;
- #90">Consolidated Adjusted EBITDA means the number set out under the heading "EBITDA (adjusted)" in the Financial Statements of the Guarantor;
- #90">Consolidated Coverage Ratio means the ratio of (a) the aggregate amount of Consolidated Adjusted EBITDA in the Relevant Period to (b) the aggregate amount of Net Cash Interest in the Relevant Period;
- #90">Consolidated Indebtedness means Indebtedness of the Group, as set out in the Financial Statements of the Guarantor;
- #90">Consolidated Secured Indebtedness means that portion of the Consolidated Indebtedness that is secured by any Security Interest on the properties or other assets of the Group, as set out in the Financial Statements of the Guarantor;
- #91">Equity Share Capital means, in relation to any entity, its issued share capital excluding any part of that capital which, in respect of dividends and capital, does not carry any right to participate beyond a specific amount in a distribution;
- #91">Event of Default has the meaning provided in Condition 8;
- #91">Extraordinary Resolution has the meaning provided in the Trust Deed;
- #91">Final Discharge Date means the date on which all present and future obligations and liabilities (whether actual or contingent) of the Issuer to the Trustee and the Series D Bondholders under or in respect of the Series D Bonds and the Trust Deed have...
- #91">Final Maturity Date means 3 May 2022;
- #91">Financial Statements means the yearly audited consolidated financial statements (including the management report) of the Guarantor and/or the consolidated interim financial statements (including the management report) of the Guarantor, in each case a...
- #91">Further Single Series D Bonds has the meaning set out in Condition 16;
- #91">Guarantee has the meaning provided in Condition 3.1;
- #91">Group means the Guarantor, each Related Company and each Subsidiary taken as a whole and member of the Group shall be construed accordingly;
- #91">Higher Interest Rate has the meaning provided in Condition 4.2;
- #91">IFRS means a set of international accounting standards stating how particular types of transactions and other events should be reported in financial statements, as issued by the International Accounting Standards Board;
- #91">Indebtedness means (without duplication) any present or future indebtedness (whether being principal, interest or other amounts but excluding any indebtedness owed to another member of the Group) for or in respect of:
  - #91">(a) money borrowed;
  - #91">(b) liabilities under or in respect of any acceptance or acceptance credit; or
  - #91">(c) any notes, bonds (including, without limitation, the Guarantor's outstanding 200,000,000 3.0 per cent. senior secured bonds due December 2021, 450,000,000 3.0 per cent. senior convertible bonds due May 2020 and 300,000,000 1.5 per cent. senior ...
- #92">Independent Financial Adviser means an independent financial institution of international repute appointed by the Issuer and the Guarantor at their own expense and approved by the Trustee or, if the Issuer or the Guarantor fails to make such appointm...
- #92">Interest Payment Date has the meaning provided in Condition 4.1;
- #92">an Investment Grade Rating Change shall occur if:
  - #92">(a) the rating previously assigned to the Guarantor by S&P is changed from BBB-to a higher investment grade rating (BBB by S&P, or better); or
  - #92">(b) a Rating Agency that had not previously assigned a rating to the Guarantor assigns a higher investment grade credit rating (Baa2 by Moody's, or BBB by S&P, or better) to the Guarantor;
- #92">Last Reporting Date means the most recent Reporting Date;
- #92">Listed Entity means Grand City Properties S.A., Primecity Investment plc or any member of the Group, from time to time, that has any securities trading on an EEA Market;
- #92">Merger means an operation under the laws of Cyprus, the Netherlands and/or other applicable law whereby the Issuer or the Guarantor is acquired by another existing company (the absorbing company) or by a new company and the Issuer or the Guarantor is...
- #92">Merger Notice has the meaning provided in Condition 5.5;
- #92">Merger Period means the period commencing on the Occurrence of a Merger and ending 30 calendar days following the Merger or, if later, 30 calendar days following the date on which a Merger Notice is given to the Series D Bondholders as required by Co...
- #92">Merger Put Date has the meaning provided in Condition 5.5;
- #92">Merger Put Exercise Notice has the meaning provided in Condition 5.5;
- #92">Net Assets means the value of the consolidated total assets of the Group, as such amount appears in the last Financial Statements of the Guarantor prepared in accordance with IFRS, minus the consolidated total Indebtedness, of the Group, as such amou...
- #92">Net Cash Interest means all interest accrued to be paid to persons who are not members of the Group less the amount of any interest accrued to be received from persons who are not members of the Group, in each case, excluding any one-off financing ch...
- #92">Net Indebtedness means the Indebtedness of the Group incurred minus the amount of Indebtedness of the Group repaid;
- #93">Net Secured Indebtedness means the Secured Indebtedness of the Group minus the amount of Secured Indebtedness of the Group repaid;
- #93">Net Unencumbered Assets means the value of any Real Estate Property of the Group not subject to any Security Interest acquired plus the value of all other assets of the Group not subject to any Security Interest acquired, minus the value of such asse...
  - #93">(a) have been disposed of; or
  - #93">(b) have become subject to a Security Interest;
- #93">Net Unsecured Indebtedness means the Unsecured Indebtedness of the Group incurred minus the Unsecured Indebtedness of the Group repaid;
- #93">Occurrence of a Merger means the date on which the Merger takes legal effect vis- à-vis third parties pursuant to the Cyprus Companies Law, Cap 113 and/or other applicable laws;
- #93">Optional Redemption Amount means an amount equal to the higher of:
  - #93">(a) the principal amount of the Series D Bonds to be redeemed; and
  - #93">(b) the present value on the Optional Redemption Date of:
  - #93">(i) the principal amount of the Series D Bonds to be redeemed; plus
  - #93">(ii) all remaining scheduled interest payments for the Series D Bonds to the Final Maturity Date discounted with the Benchmark Yield plus 40 basis points (as calculated by an Independent Financial Adviser);
- #93">Optional Redemption Date has the meaning provided in Condition 5.2;
- #93">Optional Redemption Notice has the meaning provided in Condition 5.2 and shall specify:
  - #93">(a) the Series D Bonds subject to redemption;
  - #93">(b) the Optional Redemption Date; and
  - #93">(c) the Optional Redemption Amount at which such Series D Bonds are to be redeemed;
- #93">outstanding means in relation to the Series D Bonds all the Series D Bonds issued other than:
  - #93">(a) those Series D Bonds which have been redeemed in accordance with these Conditions;
  - #93">(b) those Series D Bonds in respect of which the date for redemption in accordance with these Conditions has occurred and the redemption moneys (including premium (if any) and all interest payable thereon) have been duly paid to the Trustee or to any ...
  - #93">(c) those Series D Bonds which have been purchased and cancelled in accordance with Condition 5 (Redemption and Purchase);
  - #94">(d) those Series D Bonds which have become void under Condition 10 (Prescription);
  - #94">(e) those mutilated or defaced Series D Bonds which have been surrendered and cancelled in respect of which replacements have been issued pursuant to Condition 11 (Replacement of Series D Bonds);
  - #94">(f) (for the purpose only of ascertaining the principal amount of the Series D Bonds outstanding and without prejudice to the status for any other purpose of the relevant Series D Bonds) those Series D Bonds which are alleged to have been lost, stolen...
  - #94">(g) any global security to the extent that it shall have been exchanged for another global security in respect of the Series D Bonds of the relevant series or for the Series D Bonds in definitive form pursuant to its provisions;
  - #94">(i) the right to attend and vote at any meeting of the Series D Bonds or any of them, an Extraordinary Resolution in writing or an Ordinary Resolution in writing or an Extraordinary Resolution by way of electronic consents through the relevant Clearin...
  - #94">(ii) the determination of how many and which Series D Bonds are for the time being outstanding for the purposes of the Trust Deed and Conditions 12 (Meetings of Series D Bondholders, Modification and Waiver, Substitution) and 13 (Enforcement) and;
  - #94">(iii) any discretion, power or authority (whether contained in these presents or vested by operation of law) which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Series D Bondholders or any of t...
  - #94">(iv) the determination by the Trustee whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the Series D Bondholders or any of them,
- #94">Permitted Cessation of Business means, in the case of Successor in Business, the Issuer and the Guarantor ensuring the substitution of such Successor in Business as principal debtor under the Series D Bonds and the Trust Deed in place of the Issuer (...
- #94">Permitted Cross-Collateralisation means the creation or maintenance of a Security Interest, directly or indirectly, by a member of the Group over any of its present or future business, undertaking, property, assets or revenues (including any uncalled...
- #95">Portfolio Value means the value of the consolidated total assets of the Issuer, the Guarantor, its Subsidiaries and any Related Company, as such amount appears in the latest Financial Statements of the Guarantor prepared in accordance with IFRS;
- #95">Prospectus Directive means Directive 2003/71/EC of the European Parliaments and the Council of 4 November 2003 (as amended, inter alia, by Directive 2010/73/EU);
- #95">Prevailing Rate means, in respect of any currencies on any day, the spot rate of exchange between the relevant currencies prevailing as at or about 12 noon (London time) on that date as appearing on or derived from the Relevant Page or, if such a rat...
- #95">Project Financing Debt has the meaning set out in the definition of Subsidiary Project Financing;
- #95">Rating Agency means Moody's Investors Services Limited (Moody's) or Standard and Poor's Credit Market Services Europe Limited (S&P) or any of their respective successors;
- #95">Real Estate Property means the real estate property and any shares in real estate holding companies held directly or indirectly by the Group;
- #95">Record Date has the meaning provided in Condition 6.3;
- #95">Redemption Calculation Date means the sixth business day in London prior to the date on which the Series D Bonds are redeemed in accordance with Condition 5.2(a);
- #95">Register has the meaning provided in Condition 2.1;
- #95">Related Company means any company in which the Issuer or the Guarantor holds, directly or indirectly, no more than 50 per cent. of the share capital or the Voting Rights in respect of such company;
- #95">Relevant Currency means Euro or such other currency in which the ordinary shares of the Guarantor are quoted or dealt in on the principal stock exchange or securities market on which the ordinary shares of the Guarantor are at the relevant time liste...
- #95">Relevant Date means, in respect of any Series D Bond, whichever is the later of:
  - #95">(a) the date on which payment in respect of it first becomes due; and
  - #95">(b) if any amount of the money payable is improperly withheld or refused the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given by the Issuer to the Series D Bondholders in accordance...
- #95">Relevant Indebtedness means any present or future indebtedness (whether being principal, interest or other amounts), in the form of or evidenced by notes, bonds (including, without limitation, the Series D Bonds), debentures, loan stock or other simi...
- #96">Relevant Period means, for the purposes of Condition 9.5, the most recent four consecutive quarters ending prior to the date of determination of the Consolidated Coverage Ratio;
- #96">Reporting Date means an accounts date for which audited consolidated financial statements of the Guarantor have been published or consolidated interim financial statements of the Guarantor have been published by the Guarantor, in each case, prepared ...
- #96">Review Date means 19 April 2018 (being the date falling ten (10) business days (in London) prior to 3 May 2018);
- #96">Review Period has the meaning provided in Condition 4.2(a);
- #96">Secured Indebtedness means that portion of the aggregate principal amount of all outstanding Indebtedness of the Group that is secured by any Security Interest on properties or other assets of the Group, as set out in the Financial Statements of the ...
- #96">Secured Notes means any secured notes issued by any member of the Group (whether currently issued or issued in the future) which have not been repaid in full;
- #96">Securities means any securities including, without limitation, shares in the capital of the Guarantor, or options, warrants or other rights to subscribe for or purchase or acquire shares in the capital of the Guarantor;
- #96">Security Interest means any mortgage, pledge, lien, charge, assignment, or security interest or any other agreement or arrangement having a similar effect;
- #96">Step up Rate means 1.25% per annum;
- #96">Subsidiary means any company in which the Issuer or the Guarantor holds directly or indirectly, through another Subsidiary, more than 50 per cent. of the share capital or Voting Rights;
- #96">Subsidiary Project Financing means the provision of support for, or the financing or refinancing of, the ownership, acquisition, construction, development, sale (including, but not limited to, an Asset Sale), transfer, assignment and/or operation of ...
  - #97">(a) recourse to such Subsidiary or such Related Company generally and all of its assets; and/or
  - #97">(b) recourse directly or indirectly to one member of the Group under any form of direct obligation, payment, performance or completion guarantee, assurance undertaking or similar instruments, where, for these purposes, recourse to the relevant member ...
  - #97">(c) recourse directly or indirectly to more than one member of the Group in the case of a Permitted Cross-Collateralisation, provided that, for each such Permitted Cross-Collateralisation, the total Indebtedness incurred by the Group in respect of the...
- #97">Substitution has the meaning provided in Condition 12.3;
- #97">Successor in Business means:
  - #97">(a) any consolidation, amalgamation or merger of the Issuer or the Guarantor (as the case may be) with any other corporation (other than a consolidation, amalgamation or merger in which the Issuer or the Guarantor (as the case may be) is the continuin...
  - #97">(b) any sale or transfer of all, or substantially all, of the assets of the Issuer or the Guarantor (as the case may be) to another entity (whether by operation of law or otherwise);
- #97">TARGET System means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET 2) System;
- #97">Tax Redemption Date has the meaning provided in Condition 5.2;
- #97">Tax Redemption Notice has the meaning provided in Condition5.2;
- #97">Taxes means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings (including interest, penalties, surcharges or fines with respect thereto) that are imposed by any government or other taxing authority;
- #97">Total Assets means the value of the consolidated total assets of the Group, as such amount appears in the latest Financial Statements of the Guarantor, provided that "Total Assets" shall include the proceeds of the Indebtedness or Secured Indebtednes...
- #97">Unencumbered Assets means (without duplication):
  - #97">(a) the value of any Real Estate Property, on a consolidated basis determined in accordance with IFRS, of the Group that is not subject to any Security Interest; plus
  - #98">(b) the value of all other assets of the Group that is not subject to any Security Interest (where in the case of both (i) and (ii), the values shall be equal to such amounts that appear on the last Financial Statements of the Guarantor prepared in ac...
- #98">United States means the United States of America (including the states thereof and the District of Colombia) and its territories (including Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands);
- #98">Unsecured Indebtedness means that portion of the aggregate principal amount of all outstanding Indebtedness of the Group that is not Secured Indebtedness, as set out in the Financial Statements of the Guarantor;
- #98">Voting Rights means the right generally to vote at a general meeting of shareholders of the Issuer or the Guarantor or, in respect of any person other than the Issuer or the Guarantor, the right generally to vote at a general meeting of the sharehold...
#99">GUARANTEE
#99">7. Guarantee
- #99">7.1 The Guarantor hereby irrevocably and unconditionally, and notwithstanding the release of any other guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Subsidiary of the Guar...
  - #99">(a) the due and punctual payment in accordance with the provisions of these presents of the principal of and premium (if any) and interest on the Series D Bonds and of any other amounts payable by the Issuer under these presents; and
  - #99">(b) the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer's part to be performed or observed.
- #99">7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, premium, interest or other amount, the Guarantor shall cause each and every such payment to be made as if the Guarantor instead of the Issuer were expressed to be ...
- #99">7.3 If any payment received by the Trustee or any Bondholder under the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoide...
- #99">7.4 The Guarantor hereby agrees that its obligations under this clause shall be unconditional and that the Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or...
- #100">7.5 Without prejudice to the provisions of Subclause 9.1 the Trustee may determine from time to time whether or not it will enforce this guarantee which it may do without making any demand of or taking any proceedings against the Issuer and may from t...
- #100">7.6 The Guarantor waives diligence, presentment, demand of payment, filing of claims with a court in the event of dissolution, liquidation, merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or noti...
- #100">7.7 If any moneys shall become payable by the Guarantor under this guarantee the Guarantor shall not, so long as the same remain unpaid, without the prior written consent of the Trustee:
  - #100">(a) in respect of any amounts paid by it under this guarantee, exercise any rights of subrogation or contribution or, without limitation, any other right or remedy which may accrue to it in respect of or as a result of any such payment; or
  - #100">(b) in respect of any other moneys for the time being due to the Guarantor by the Issuer, claim payment thereof or exercise any other right or remedy;
- #100">7.8 Until all amounts which may be or become payable by the Issuer under these presents have been irrevocably paid in full, the Trustee may:
  - #100">(a) refrain from applying or enforcing any other moneys, security or rights held or received by the Trustee in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise)...
  - #100">(b) hold in a suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this guarantee, without liability to pay interest on those moneys.
- #101">7.9 The obligations of the Guarantor under these presents constitute direct, unconditional and unsecured obligations of the Guarantor and (subject as aforesaid) rank and will rank pari passu with all other outstanding unsecured and unsubordinated obl...
#102">USE OF PROCEEDS
#103">DESCRIPTION OF THE ISSUER
- #105">Significant Change in the Financial or Trading Position
- #105">Trend Information
#106">DESCRIPTION OF THE GUARANTOR AND THE GROUP
- #106">Formation, Incorporation, Registered Office, Commercial Name, Financial Year
- #106">Group Structure
- #107">Business Overview
- #108">History and Recent Developments
  - #110">The Group Portfolio
  - #116">Business Operations
  - #120">Employees
  - #120">Loan Agreements
- #121">Market Overview
- #123">Corporate Purpose
- #123">Board of Directors and Other Bodies
  - #123">General
  - #124">Members of the Board of Directors
  - #125">Senior Management
  - #125">Advisory Board
  - #126">Audit Committee
  - #126">Risk Committee
- #126">Corporate Governance
- #127">Share Capital
- #127">Shareholding Structure
- #128">Dividend Policy
- #129">Legal and Arbitration Proceedings
- #129">Material Contracts
  - #129">Bond Issuances
    - #129">Series A Bonds
    - #130">Series B Bonds
    - #132">Series C Bonds
    - #135">Series E Bonds
  - #138">Credit Lines
  - #139">Material Agreements
  - #140">PCI Bond Issuances
- #140">Statutory Auditors
- #141">Credit Rating
- #143">Significant Change in the Financial or Trading Position
- #143">Trend Information
#144">TAXATION
#154">REGULATORY ENVIRONMENT
#165">GENERAL INFORMATION
- #165">Documents available
- #165">Authorisation
- #166">Legend on Global Note
- #166">Listing and Admission to Trading
- #166">Indication of Yield
- #166">Notices to Noteholders
- #167">Clearing Systems and Security Codes
#168">FINANCIAL INFORMATION OF THE ISSUER