Obligation AT Investments B.V. 5.25% ( XS1634523754 ) en USD

AT Investments B.V.

100 % ▲

Allemagne

XS1634523754 ( en USD )

5.25% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation AT Securities B.V XS1634523754 en USD 5.25%, échéance Perpétuelle

250 000 USD

700 000 000 USD

21/07/2026 ( Dans 7 jours )

AT Securities B.V. est une société de courtage basée aux Pays-Bas, offrant des services de négociation sur les marchés financiers, notamment les actions, les obligations et les dérivés.

L'Obligation émise par AT Investments B.V. ( Allemagne ) , en USD, avec le code ISIN XS1634523754, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

AT Securities B.V.
(a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of the Netherlands, having its registered office at Strawinskylaan 3051, Atrium, 4th floor,
Room 428, Regus, 1077 ZX Amsterdam, the Netherlands and registered with the Dutch Company Register
with registration number 68406827)
USD 500,000,000
Undated Subordinated Notes subject to Interest Rate Reset with a
First Call Date in 2023
ISIN XS1634523754, Common Code 163452375
with an unconditional and irrevocable guarantee on a subordinated basis 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)
AT Securities B.V. (the "Issuer") will issue on 21 June 2017 (the "Issue Date") USD 500,000,000 Undated
Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2023 (the "Notes") at an issue
price of 98.725 % of their principal amount. The Notes will be issued in denominations of USD 250,000
each. The Notes wil be constituted by an agency agreement between the Issuer, the Guarantor (as defined
below) and The Bank of New York Mel on, London Branch (the "Principal Paying Agent") dated as or
before the Issue Date (the "Agency Agreement"). The Notes are unconditionally and irrevocably
guaranteed, on a subordinated basis, by Aroundtown Property Holdings plc (the "Guarantor" and together
with its consolidated subsidiaries "Aroundtown" and together with its investees, including associates over
which the Guarantor has significant influence as defined in IAS 28 and that are not subsidiaries, in particular
Grand City Properties S.A. ("GCP"), the "Group") pursuant to a subordinated guarantee (the "Subordinated
Guarantee").
The Notes are governed by the laws of the Federal Republic of Germany ("Germany").
The Notes bear interest from and including the Issue Date, to but excluding 21 July 2023 (the "First Call
Date") at a rate of 5.250 per cent. per annum, payable annually in arrear on 21 July (each such date, an
"Interest Payment Date") of each year. Thereafter, unless previously redeemed, the Notes wil bear interest
from and including the First Call Date to but excluding 21 July 2028 (the "First Step-up Date") at a rate per
annum equal to the Reset Reference Rate for the relevant Reset Period (each as defined in § 3(1) of the
terms and conditions of the Notes (the "Terms and Conditions")) plus a margin of 354.6 basis points per
annum (not including a step-up) (the "Initial Margin"), payable in arrear on 21 July of each year,
commencing on 21 July 2024. Thereafter, unless previously redeemed, the Notes will bear interest from and
including the First Step-up Date to but excluding 21 July 2043 (the "Second Step-up Date") at a rate per
annum equal to the Reset Reference Rate for the relevant Reset Period plus a margin of 379.6 basis points
per annum (being equal to the Initial Margin plus a step-up of 25 basis points), payable on 21 July of each
year, commencing on 21 July 2029. Thereafter, unless previously redeemed, the Notes wil bear interest
from and including the Second Step-up Date to but excluding the date on which the Issuer redeems the
Notes in whole pursuant to § 6 of the Terms and Conditions at a rate per annum equal to the Reset
Reference Rate for the relevant Reset Period plus a margin of 454.6 basis points per annum (being equal to
the Initial Margin plus a step-up of 100 basis points), payable on 21 July of each year, commencing on
21 July 2044.
The Issuer is entitled to defer interest payments under certain circumstances (as set out in § 5(1) of
the Terms and Conditions) (such payments the "Arrears of Interest"). The Issuer may pay such
Arrears of Interest (in whole or in part) at any time upon due notice (as set out in § 5(2) of the Terms
and Conditions) and it shall pay such Arrears of Interest (in whole, but not in part) under certain

other circumstances (as set out in § 5(3) of the Terms and Conditions). Such Arrears of Interest will
not bear interest themselves.
The Notes have no final maturity date and shall not be redeemed except in accordance with the Terms and
Conditions. The Notes are redeemable in whole but not in part at the option of the Issuer at an amount per
Note equal to the Specified Denomination (as defined in the Terms and Conditions) plus interest accrued on
the Note to but excluding the date of redemption but yet unpaid and any outstanding Arrears of Interest
payable on the Note on or during a period of 120 days prior to the First Call Date or on any Interest Payment
Date thereafter. The Issuer may also redeem the Notes in whole but not in part at an amount per Note equal
to 101% of the Specified Denomination plus interest accrued on the Note to but excluding the date of
redemption but yet unpaid and any outstanding Arrears of Interest payable on the Note at any time following
a Rating Event, an Accounting Event or a Tax Deductibility Event (each as defined in the Terms and
Conditions). Additionally, the Issuer may redeem the Notes in whole but not in part at an amount per Note
equal to the Specified Denomination plus interest accrued to but excluding the date of redemption but yet
unpaid and any outstanding Arrears of Interest at any time following the occurrence of a Gross-up Event or a
Repurchase Event (each as defined in the Terms and Conditions). Upon the occurrence of a Change of
Control (as defined in the Terms and Conditions) the Issuer may redeem the Notes, in whole but not in part
at an amount per Note equal to the Specified Denomination plus any interest accrued on the Note to but
excluding the date of redemption but yet unpaid and any Arrears of Interest payable on the Note under the
Terms and Conditions.
The Notes are represented by a temporary global bearer note (the "Temporary Global Note"), without
interest coupons, which is exchangeable in whole or in part for a permanent global bearer note (the
"Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes") without
interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial
ownership.
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) (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 or the
Subordinated Guarantee in any jurisdiction where such of er or solicitation is unlawful. The Notes and the
Subordinated Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") and subject to certain exceptions, the Notes and the Subordinated
Guarantee may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons.
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 expected to be assigned a "BB+" rating by S&P. The Issuer
will announce any rating it receives from S&P for the Notes to the holders of the Notes as soon as
practicable following the receipt of such a rating (which will include details of the rating). 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.

MANAGERS
Goldman Sachs
Morgan Stanley
UBS Investment Bank
International

Prospectus dated 15 June 2017

IMPORTANT NOTICES
This document comprises a prospectus for the purposes of Article 5 of the Prospectus Directive.
References in this Prospectus to the Prospectus Directive shall include for the purposes of this
Prospectus any relevant implementing measure in a relevant member state of the European
Economic Area. This Prospectus is to be read in conjunction with al 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 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 Guarantor or the Managers (as defined below). Neither the delivery of this
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 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 and the offering or sale of the Notes and the Subordinated
Guarantee in certain jurisdictions may be restricted by law. Persons into whose possession this
Prospectus comes are required by the Issuer, the Guarantor and the Managers to inform
themselves about and to observe any such restriction. The Notes and the Subordinated
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. The Notes will be issued in bearer form and are subject to certain
U.S. tax law requirements. Subject to certain exceptions, the Notes and the Subordinated
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") and as defined in the U.S.
Internal Revenue Code of 1986, as amended and regulations thereunder). For a description of
certain restrictions on offers and sales of the Notes and on distribution of this Prospectus, see
"Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers 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
i

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 Aroundtown and to the
Notes and the Subordinated 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 Subordinated Guarantee, is necessary to enable
investors and their investment advisers to make an informed assessment of the assets and
liabilities, financial position, profits and losses, and prospects of the Issuer, the Guarantor and
Aroundtown and of the rights attached to the Notes and the Subordinated Guarantee; (i ) the
statements contained in this Prospectus relating to the Issuer, the Guarantor, Aroundtown, the
Notes and the Subordinated 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, Aroundtown, the
Notes or the Subordinated 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 al such information and statements.
The Managers have not separately verified the information contained in this Prospectus. The
Managers do not make any representation, expressly or implied, or accept any responsibility, with
respect to the accuracy or completeness of any information contained in this Prospectus. Neither
this 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
Guarantor or the Managers that any recipient of this 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 Prospectus and its purchase of Notes should be
based upon such investigation as it deems necessary. The Managers do not undertake to review
the financial condition or affairs of the Issuer and the Guarantor during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor in
the Notes of any information coming to the attention of Goldman Sachs International, Morgan
Stanley & Co. International PLC or UBS Limited (each a "Manager" and collectively the
"Managers"). This 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 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
ii

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 in any jurisdiction where such offer
would not be permitted. 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 or of any sale of the Notes.
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 "US$", "USD" and "U.S. dollars" are to the
currency of the United States of America. 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
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).
Stabilisation
IN CONNECTION WITH THE ISSUE OF THE NOTES, GOLDMAN SACHS
INTERNATIONAL AS STABILISING MANAGER (THE "STABILISING MANAGER") (OR
PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) 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 (OR
PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
iii

DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT ANY SUCH
STABILIZATION ACTION MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT
OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF
THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
Forward-looking Statements
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or
forecasts of future results and estimates of amounts not yet determinable or foreseeable. These
forward-looking statements are identified by the use of terms and phrases such as "anticipate",
"believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "aim", "will" and
similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Prospectus containing information on future earning capacity, plans and
expectations regarding Aroundtown's business and management, its growth and profitability, and
general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions
that the Issuer and Guarantor make to the best of their present knowledge. These forward-looking
statements are subject to risks, uncertainties and other factors which could cause actual results,
including Aroundtown's financial condition and results of operations, to differ materially from and
be worse than results that have expressly or implicitly been assumed or described in these
forward-looking statements. Aroundtown's business is also subject to a number of risks and
uncertainties that could cause a forward looking statement, estimate or prediction in this
Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the
following sections of this Prospectus: "Risk Factors" and "General Information on the Guarantor
and the Group". These sections include more detailed descriptions of factors that might have an
impact on Aroundtown's business. In light of these risks, uncertainties and assumptions, future
events described in this Prospectus may not occur. In addition, the Issuer and the Guarantor
assume no obligation, except as required by law, to update any forward-looking statement or to
conform these forward-looking statements to actual events or developments.
Market Share Information and Statistics
This Prospectus contains information and statistics regarding the market share of the Issuer and
Aroundtown, which are derived from, or are based upon, the Issuer's and the Guarantor's
iv

analysis of data obtained from third party sources. Al 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. None of the Issuer, the
Guarantor or the Managers 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 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 their 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 Aroundtown'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 property portfolio of Aroundtown, a proportional part
of the property portfolio of GCP based on the Guarantor's 36% 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--Aroundtown is dependent on demographic, economic,
political and market developments primarily in Germany as well as in the Netherlands and in the
regional areas where the properties in Aroundtown's portfolio are located."

v

WARNING
The contents of this document have not been reviewed by any regulatory authority in Hong Kong.
You are advised to exercise caution in relation to the offer. If you are in any doubt about any of
the contents of the document, you should obtain independent professional advice.

vi

TABLE OF CONTENTS
RISK FACTORS ............................................................................................................................. 2
INFORMATION INCORPORATED BY REFERENCE .................................................................. 70
TERMS AND CONDITIONS OF THE NOTES .............................................................................. 73
SUBORDINATED GUARANTEE ................................................................................................ 120
USE OF PROCEEDS ................................................................................................................. 131
DESCRIPTION OF THE ISSUER ............................................................................................... 132
DESCRIPTION OF THE GUARANTOR AND THE GROUP ...................................................... 135
TAXATION .................................................................................................................................. 161
SUBSCRIPTION AND SALE ...................................................................................................... 171
GENERAL INFORMATION ........................................................................................................ 177
FINANCIAL INFORMATION OF THE ISSUER .......................................................................... 179

1