Obligation Otto GmbH & Co. KG 2.5% ( XS1433512891 ) en EUR

Otto GmbH & Co. KG

100 % ▼

Allemagne

XS1433512891 ( en EUR )

2.5% par an ( paiement annuel )

16/06/2023 - Obligation échue

Prospectus brochure de l'obligation Otto GmbH & CO KG XS1433512891 en EUR 2.5%, échue

1 000 EUR

250 000 000 EUR

Otto GmbH & Co KG est une entreprise allemande de vente au détail et de commerce électronique, connue pour son catalogue et sa présence en ligne, proposant une large gamme de produits.

L'Obligation émise par Otto GmbH & Co. KG ( Allemagne ) , en EUR, avec le code ISIN XS1433512891, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/06/2023

Base Prospectus dated 3 June 2016
This document constitutes the base prospectus for purposes of Art. 5(4) of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003, as amended (including by Directive 2010/73/EU of the European Parliament and of the Council of
24 November 2010) (the "Prospectus Directive") of Otto (GmbH & Co KG) relating to issues of non-equity securities ("Non-Equity
Securities") within the meaning of Art. 22 No. 6(4) of Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the
"Prospectus Regulation") under the Programme (as defined below) (the "Base Prospectus").
OTTO (GMBH & CO KG)
(Hamburg, Federal Republic of Germany)
2,000,000,000 Debt Issuance Programme
Under this Base Prospectus, Otto (GmbH & Co KG) (the "Issuer"), subject to compliance with all relevant laws, regulations and
directives, may from time to time issue unsubordinated bearer notes in a minimum denomination of 1,000 per Note (together the
"Notes"). The aggregate principal amount of Notes issued under the Debt Issuance Programme described in this Base Prospectus (the
"Programme") outstanding will not at any time exceed 2,000,000,000 (or the equivalent in other currencies). The principal amount
of the Notes, the issue currency, the interest payable in respect of the Notes, the issue price, the maturity and all other specific terms
of the Notes which are applicable to the particular Series and, if applicable, Tranche of Notes (each term as defined below, see
"General description of the Programme") will be set out in the document containing the final terms (the "Final Terms") within the
meaning of Art. 26(5) of the Prospectus Regulation.
The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent
authority (the "Competent Authority") under the Prospectus Directive has approved this Base Prospectus as a base prospectus
within the meaning of Art. 5(4) of the Prospectus Directive pursuant to article 7 of the Luxembourg act relating to prospectuses for
securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July 2005, as amended, which implements the Prospectus
Directive into Luxembourg law (the "Luxembourg Prospectus Law"). By approving this Base Prospectus, the CSSF gives no
undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer and it does not act as
competent authority for the approval of this Base Prospectus to the extent Notes are to be admitted to trading on the Euro MTF
operated by the Luxembourg Stock Exchange.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of twelve
months from the date of the publication of this Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange
and to be admitted to trading on the Euro MTF operated by the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
Euro MTF is a multilateral trading facility for the purposes of the Investment Services Directive 2004/39/EC and, therefore, not an
EU-regulated market. Notes issued under the Programme may also not be listed at all.
The Notes may be offered to the public in the Grand Duchy of Luxembourg and/or the Republic of Austria and/or the Federal
Republic of Germany and/or The Netherlands into which the Prospectus has been passported in accordance with the respective legal
requirements. The Issuer has requested the CSSF in its capacity as Competent Authority to provide the competent authorities in
Germany, Austria and The Netherlands with a certificate of approval attesting that the Base Prospectus has been drawn up in
accordance with the Luxembourg Prospectus Law and may request the CSSF in its capacity as Competent Authority to provide
competent authorities in host Member States within the European Economic Area with a certificate of approval attesting that the
Base Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law (the "Notification"). In the latter case a
supplement to the Base Prospectus will be prepared.
Each Tranche of Notes will be represented on issue by a temporary global note (each a "Temporary Global Note"). Interests in a
Temporary Global Note will be exchangeable, in whole or in part, for interest in a permanent global note (each a "Permanent
Global Note") on or after the date 40 days after the later of the commencement of the offering and the relevant issue date (the
"Exchange Date"), upon certification as to non-U.S. beneficial ownership. The Notes are intended to be held in a manner which
would allow Eurosystem eligibility. Therefore, the Global Notes will be deposited on the issue date either (i) in classical global note
form with Clearstream Banking AG, Frankfurt am Main ("Clearstream, Frankfurt") or (ii) in new global note form with a common
safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg")
and/or any other agreed clearing system. It does not necessarily mean that the Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their
life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria applicable from time to time.
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Base Prospectus is valid for a period of twelve months after its approval.
Arranger
Deutsche Bank
Dealers
BAYERNLB
BERENBERG
BNP PARIBAS
COMMERZBANK
DEUTSCHE BANK
DZ BANK AG

RESPONSIBILITY STATEMENT
Otto (GmbH & Co KG) (the "Issuer" and, together with its subsidiaries and affiliates taken as a whole, the
"Otto Group" or the "Group"), with its registered office in Hamburg, Germany accepts responsibility for the
information contained in this Base Prospectus and for the information which will be contained in the Final
Terms (as defined herein).
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Base Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below).
NOTICE
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer, the Arranger or
any Dealer. Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer since
the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that there
has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which
this Base Prospectus has been most recently supplemented or that any other information supplied in
connection with the Programme 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 Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Arranger and the Dealers to inform themselves about and to observe any such restriction. The Notes have not
been or will they be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes will
be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to U.S. persons. The term "U.S.
person" has the meaning ascribed to it in the U.S. Internal Revenue Code of 1986, as amended (the "Code")
and regulations thereunder. For a description of certain restrictions on offers and sales of Notes and on
distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or any
Dealer to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus.
Neither the Arranger nor any of the Dealers makes any representation, expressly or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any information contained in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements should
purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Arranger or the Dealers undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor
to advise any investor or potential investor in the Notes of any information coming to the attention of any of
the Dealers or the Arranger.
This Base Prospectus may only be used for the purpose for which it has been published.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in
this Base Prospectus. This Base 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 issued under the Programme as any evaluation of the suitability for an investor
of an investment in Notes issued under the Programme depends upon a prospective investor's particular
2

financial and other circumstances, as well as on specific terms of the relevant 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 any Notes.
In connection with the issue of any Tranche (as defined below), the Dealer or Dealers (if any) named as the
stabilising manager(s) (the "Stabilising Manager(s)") (or a person acting on behalf of any Stabilising
Manager(s)) 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,
there is no assurance that the Stabilising Manager(s) (or a person acting on behalf of a Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 calendar days after the issue date of the relevant Tranche
and 60 calendar days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or a person acting on behalf of any
Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "CHF" are
to the currency of Switzerland, references to "EUR", "euro" and "" are to the currency introduced at the third
stage of European economic and monetary union pursuant to the Treaty establishing the European
Community as amended by the Treaty on European Union, references to "CNY" are to the currency of the
People's Republic of China, references to "GBP" are to the currency of the United Kingdom and references to
"US$", "USD" and "U.S. dollars" are to the currency of the United States of America.
3

TABLE OF CONTENTS
Page
SUMMARY ....................................................................................................................................................... 5
GERMAN TRANSLATION OF THE SUMMARY ........................................................................................ 16
RISK FACTORS .............................................................................................................................................. 28
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 44
ISSUE PROCEDURES.................................................................................................................................... 46
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 48
USE OF PROCEEDS......................................................................................................................................101
DESCRIPTION OF OTTO (GMBH & CO KG) ............................................................................................102
TAXATION.....................................................................................................................................................117
SUBSCRIPTION AND SALE ........................................................................................................................126
FORM OF FINAL TERMS.............................................................................................................................130
GENERAL INFORMATION..........................................................................................................................149
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................152
4

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type
of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the Summary with the mention of "not applicable".
Element
Section A Introduction and warnings
A.1
Warnings
Warning that:

this Summary should be read as an introduction to the
Base Prospectus;

any decision to invest in the Notes should be based on
consideration of the Base Prospectus as a whole by
the investor;

where a claim relating to the information contained in
the Base Prospectus is brought before a court, the
plaintiff investor might, under the national legislation
of the Member States, have to bear the costs of
translating the Base Prospectus, before the legal
proceedings are initiated; and

civil liability attaches only to the Issuer who has
tabled the Summary including any translation thereof,
but only if the Summary is misleading, inaccurate or
inconsistent when read together with the other parts
of the Base Prospectus or it does not provide, when
read together with the other parts of the Base
Prospectus, key information in order to aid investors
when considering whether to invest in the Notes.
A.2
Consent to the use of the Base
Each of [] [and/or each of [] as financial intermediary]
Prospectus
subsequently reselling or finally placing the Notes in the Grand
Duchy of Luxembourg [[,][and] the Federal Republic of
Germany] [[,][and] The Netherlands] [[,][and] the Republic of
Austria] is entitled to use the Base Prospectus during the offer
period for the subsequent resale or final placement of the Notes
from [] to [], provided however, that the Base Prospectus is
still valid in accordance with Article 11(2) of the Luxembourg act
relating to prospectuses for securities (Loi relative aux prospectus
pour valeurs mobilières) which implements Directive
2003/71/EC of the European Parliament and of the Council of
4 November 2003 (as amended by Directive 2010/73/EU of the
European Parliament and of the Council of 24 November 2010).
Such Dealer(s) and/or financial intermediary/intermediaries may
use the prospectus for subsequent resale or final placement in the
Grand Duchy of Luxembourg, the Federal Republic of Germany,
The Netherlands and the Republic of Austria, into which the Base
Prospectus has been passported in accordance with the respective
legal requirements.
The Base Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.
Any supplement to the Base Prospectus is available for viewing
in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
When using the Base Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it complies
with all applicable laws and regulations in force in the respective
jurisdictions.
5

In the event of an offer being made by a Dealer and/or a
further financial intermediary, the Dealer and/or the further
financial intermediary shall provide information to investors
on the terms and conditions of the Notes at the time of that
offer.
Any new information with respect to financial intermediaries
unknown at the time of the approval of the Base Prospectus or the
filing of the Final Terms will be published on the internet page
www.ottogroup.com.
Element
Section B Otto (GmbH & Co KG)
B.1
Legal and commercial name
Otto (GmbH & Co KG) (the "Issuer" and, together with its
consolidated subsidiaries, the "Otto Group").
B.2
Domicile / Legal form / Legislation /
The Issuer is a limited partnership whose general partner is a
Country of incorporation
limited liability company (Gesellschaft mit beschränkter Haftung
& Compagnie Kommanditgesellschaft (GmbH & Co KG)). The
Issuer is incorporated and operates under the laws of the Federal
Republic of Germany. The address of the head office is Werner-
Otto-Straße 1-7, 22179 Hamburg, Germany.
B.4b
Known trends affecting the Issuer and The Otto Group operates in a competitive environment. Intensive
the industries in which it operates
competition in the retail sector could adversely affect the
financial condition and results of operations of the Issuer.
Especially within the e-commerce sector, competition intensified
over the last years due to low entry barriers and the fast
development of the online market.
B.5
Description of the group and the
The Otto Group is a globally active group of retailers and retail-
Issuer's position within the group
related service providers whose activities are divided into three
business segments: Multichannel Retail, Financial Services and
Services. The Issuer is the operating company for OTTO, the
Otto Group's historical core company, and also acts as holding
company for the Otto Group.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate are made.
B.10
Qualifications in the audit report
Not applicable. The audit report does not include any
qualifications.
B.12
Selected historical key financial
information
Financial Year Financial Year
1 March 2015
1 March 2014
until 29
until 28
February 2016 February 2015
(audited)
(audited)1
in EUR million
Revenue.....................................
12,104
11,485
EBITDA......................................
639
562
EBIT...........................................
259
248
Loss for the
year............................................
-190
-196
Free cash
flow.............................................
367
416
29 February
28 February
2016
2015
Equity.........................................
1,530
1,620
Total

assets.........................................
7,860
8,188

1
The financial information for the financial year 2014/15 included as comparative information in the audited consolidated financial statements for the financial
year 2015/16 has been adjusted retrospectively to reflect certain portfolio measures. Note 5(c) of the Otto Group's Annual Report 2015/16 provides a detailed
breakdown of these adjustments.
6

Net financial
debt....................................
1,948
2,168
Trend information
There has been no material adverse change in the prospects of the
Issuer since 29 February 2016.
Significant change in the financial and trading position
Not applicable. There has been no significant change in the
financial or trading position of the Issuer or the Otto Group since
29 February 2016.
B.13
Recent developments
Not applicable. There have been no recent events which are to a
material extent relevant to the evaluation of the Issuer's solvency.
B.14.
Statement of dependency upon other
Please see Element B.5
entities within the group
Not applicable. The Issuer is not dependent upon other entities
within the Group.
B.15
Principal activities
The Otto Group's activities are divided into three business
segments, namely (i) Multichannel Retail, (ii) Financial Services
and (iii) Services. The Multichannel Retail segment comprises
the Otto Group's domestic and international companies that offer
their products via the three distribution channels e-commerce,
catalogue business and over-the-counter retail. The Financial
Services segment comprises the Otto Group's offer of financial
services such as debt collection, receivables management and
innovative retail-related financial services. The Services segment
comprises the Otto Group's logistics and sourcing companies.
B.16
Controlling interest over the Issuer
Limited Partners (Kommanditisten) of the Issuer are OTTO
Aktiengesellschaft für Beteiligungen, GSV Aktiengesellschaft für
Beteiligungen
and
Kommanditgesellschaft
AURUM
Beteiligungs- und Verwaltungs-G.m.b.H. & Co. These companies
directly hold 100% of the limited partnership interests.
Beneficiaries of the Issuer are the Otto family and entities
controlled by family members, who together hold an interest of
more than 98%.
B.17
Credit ratings of the Issuer or its debt Not applicable. The Issuer has not received any credit rating.
securities
[The Notes are rated [] by [Moody's Investors Service, Inc
("Moody's")] [Standard & Poor's Financial Services LLC
("Standard & Poor's")] [A.M. Best ("A.M. Best")] [].]2,3
[Not applicable. The Notes are not rated.]
Element
Section C The Notes
C.1
Class and type of the Notes / security
Class
identification number
[Fixed rate Notes]
[Floating rate Notes]

2
[Moody's, Standard & Poor's and A.M. Best are established in the European Union and registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended from time to time, (the "CRA Regulation"). A list of credit rating
agencies registered under the CRA Regulation is available for viewing at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.]
3
[A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity being able to redeem invested
capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.]
7

Security Identification Number(s)
[Common Code]
[WKN]
[ISIN]
C.2
Currency
The Notes are issued in [specified currency].
C.5
Restrictions on free transferability
Not applicable. The Notes are freely transferable.
C.8
Rights attached to the Notes
The Notes can be redeemed in whole or in part at their specified
(including ranking of the Notes and
denomination on the maturity date.
limitations to those rights)
The Notes can be redeemed prior to their stated maturity at the
option of the holders of the Notes (the "Noteholders") upon the
occurrence of an event of default [and/or at the option of the
Noteholders on the redemption date(s) at its specified
denomination together with accrued interest].
Early redemption in an event of default:
The Notes provide for events of default entitling Noteholders to
demand immediate redemption of Notes at their specified
denomination plus accrued interest. The Noteholders are, inter
alia, entitled to demand immediate redemption if the Issuer fails
to fulfil payment obligations arising from any other capital
market indebtedness, provided the amount of such payment
obligation exceeds the amount of EUR 10,000,000.
[Early redemption at the option of the Noteholder at the
specified denomination together with accrued interest:
The Notes can be redeemed at the option of the Noteholder upon
giving notice within the notice period on a redemption date at the
specified denomination together with accrued interest.]
[Resolutions of Noteholders:
In accordance with the German Act on Debt Securities of 2009
(Schuldverschreibungsgesetz "SchVG") the Notes contain
provisions pursuant to which the Noteholders consent by
resolution to amendments of the terms and conditions of the
Notes (upon the Issuer's decision to amend the terms and
conditions of the Notes) and pursuant to which the Noteholders
decide upon certain other matters regarding the Notes.
Resolutions of Noteholders properly adopted, will be exclusively
passed by vote taken without a meeting and are binding upon all
Noteholders. Resolutions providing for material amendments to
the terms and conditions of the Notes require a majority of not
less than 75% of the votes cast. Resolutions regarding other
amendments are passed by a simple majority of the votes cast.]
Negative pledge
The terms and conditions of the Notes contain a negative pledge
provision of the Issuer.
Status of the Notes
The Notes constitute direct, unconditional, unsecured and
unsubordinated obligations of the Issuer ranking pari passu
among themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer, present or future, except
for any obligations preferred by mandatory provisions of law.
The Notes can be redeemed prior to their stated maturity at the
option of the Issuer for tax reasons and/or following a change of
control [and/or on the redemption date(s) at its specified
denomination together with accrued interest] [in the case of
fixed rate Notes: and/or on a redemption date at the early
redemption amount, or, if higher, at the present value together
with accrued interest].
Early redemption for tax reasons:
8

Early Redemption of the Notes for tax reasons will be permitted,
if as a result of any change in, or amendment to, the laws (or any
rules or regulations thereunder) of the Federal Republic of
Germany or any political subdivision or any authority of or in the
Federal Republic of Germany having power to tax, or as a result
of any change in, or amendment to, the official interpretation or
application of any such laws, rules or regulations by any
legislative body, court, governmental agency or regulatory
authority the Issuer has or will become obliged to pay additional
amounts.
Early redemption following a change of control:
Early redemption of the Notes following a change of control will
be permitted, if any person or persons, who on the issue date
were not partners of the Issuer or shareholders of its general
partner, acting in concert (as defined in § 22 (2) of the German
Securities Trading Act (Wertpapierhandelsgesetz - WpHG) or
any person or persons acting on behalf of any such person(s), at
any time directly or indirectly acquire(s) (i) more than 50% of
the limited liability capital (Kommanditkapital) of the Issuer or
more than 50% of the share capital (Stammkapital) of its general
partner or (ii) such number of partnership interests (Anteile am
Kommanditkapital) of the Issuer or shares in the capital (Anteile
am Stammkapital) of its general partner carrying more than 50%
of the voting rights exercisable at respective general meetings of
the Issuer or its general partner.
[Early redemption at the option of the Issuer at the specified
denomination together with accrued interest in the case of
fixed rate Notes:
The Notes can be redeemed in whole but not in part at the option
of the Issuer at any time upon giving notice within the specified
notice period to the Noteholders at the specified denomination
together with accrued interest on the redemption date specified in
the notice.]
[Early redemption at the option of the Issuer at the specified
denomination together with accrued interest in the case of
floating rate Notes:
The Notes can be redeemed in whole but not in part at the option
of the Issuer on any interest payment date upon giving notice
within the specified notice period to the Noteholders at the
specified denomination together with accrued interest on the
redemption date specified in the notice.]
[Early redemption at the option of the Issuer at the specified
denomination, or, if higher, the present value, in the case of
fixed rate Notes:
The Notes can be redeemed in whole but not in part at the option
of the Issuer at any time upon giving notice within the specified
notice period on a redemption date specified in the notice at the
specified denomination, or, if higher, at the present value of a
Note together with accrued interest.]
C.9
Interest rate
Please see Element C.8.
[[] per cent. per annum in the case of fixed rate Notes.]
9

[In the case of floating rate Notes [EURIBOR][LIBOR for the
specified currency] [[plus][minus] the margin of [] per cent. per
annum] for the specified interest period.]
[In the case of floating rate Notes with a minimum rate of
interest, the following applies: If the rate of interest in respect of
any interest period determined in accordance with the above
provisions is less than a specified minimum rate of interest, the
rate of interest for such interest period shall be the specified
minimum rate of interest.]
[In the case of floating rate Notes with a maximum rate of
interest, the following applies: If the rate of interest in respect of
any interest period determined in accordance with the above
provisions is greater than a specified maximum rate of interest,
the rate of Interest for such Interest Period shall be the specified
maximum rate of interest.]
Interest commencement date
[]
Interest payment dates
[]
Underlying on which interest rate is
[Not applicable in the case of fixed rate Notes. The interest rate
based
is not based on an underlying.]
[[EURIBOR][LIBOR] for the specified currency.]
Maturity date including repayment
[[] in the case of fixed rate Notes.]
procedures
[In the case of floating rate Notes [[·] in case of a specified
maturity date] [in case of a redemption month [the interest
payment date falling in [the redemption month and year]].]
Payment of principal and interest in respect of Notes shall be
made to the Clearing System or to its order for credit to the
relevant account holders of the Clearing System.
Indication of yield
[[] per cent. per annum.]
[Not applicable in the case of floating rate Notes. No yield is
calculated.]
Amortisation yield
Not applicable.
Name of joint representative of the
[Not applicable. No joint representative has been designated in
Noteholders
the terms and conditions of the Notes.]
[]
C.10
Explanation how the value of the
Please see Element C.9
investment is affected in the case the
Not applicable. The interest payment has no derivative
Notes have a derivative component in component.
the interest payment
C.11
Admission to trading on a regulated
Not applicable. The Notes will be admitted to trading on the [],
market or equivalent market
which is not an EU-regulated market in the meaning of Directive
2004/39/EC.
Element
Section D Risks
D.2
Key information on the key risks that
are specific to the Issuer
Intensive competition in the retail sector could adversely impact
the financial condition and results of operations of the Issuer.
A significant portion of sales is exposed to the risk of constantly
changing customer tastes and fashion trends.
The Otto Group has a substantial volume of trade receivables and
is exposed to the risk of non-payment under these receivables.
The payment behavior of customers depends on their
10

Document Outline

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