Obligation Phoenix PIB Netherlands Finance B.V. 2.375% ( XS2212959352 ) en EUR

Société émettrice Phoenix PIB Netherlands Finance B.V.
Prix sur le marché 100 %  ▲ 
Pays  Allemagne
Code ISIN  XS2212959352 ( en EUR )
Coupon 2.375% par an ( paiement annuel )
Echéance 05/08/2025 - Obligation échue



Prospectus brochure de l'obligation Phoenix PIB Dutch Finance B.V XS2212959352 en EUR 2.375%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 400 000 000 EUR
Description détaillée Phoenix PIB Dutch Finance B.V. est une société financière néerlandaise, filiale de PIB Group, spécialisée dans les solutions d'assurance et de courtage d'assurance pour les entreprises.

L'obligation XS2212959352 émise par Phoenix PIB Dutch Finance B.V. en Allemagne, d'une valeur nominale de 400 000 000 EUR, offre un coupon annuel de 2,375% payable une fois par an, avec un prix actuel de 100%, une taille minimale d'achat de 100 000 EUR et une échéance fixée au 05/08/2025.









PHOENIX PIB Dutch Finance B.V.
(a private company with limited liability incorporated under the laws of The Netherlands)
EUR 400,000,000 2.375 % Notes due 5 August 2025
unconditionally and irrevocably guaranteed by
PHOENIX PHARMAHANDEL GMBH & CO KG
(a limited partnership organised under the laws of the Federal Republic of Germany,
having its corporate seat in Mannheim, Germany)
and
PHOENIX International Beteiligungs GmbH
(a limited liability Company incorporated under the laws of the Federal Republic of Germany,
having its corporate seat in Mannheim, Germany)
Issue Price: 99.419 %
PHOENIX PIB Dutch Finance B.V. (the "Issuer") will issue on or about 5 August 2020 (the "Issue Date") EUR 400,000,000 2.375 % Notes
due 5 August 2025 (the "Notes"). The Notes will be redeemed at par on 5 August 2025. The Notes will bear interest from and including
5 August 2020 to, but excluding, 5 August 2025 at a rate of 2.375 % per annum, payable annually in arrear on 5 August in each year,
commencing on 5 August 2021.
The obligations under the Notes will constitute unsubordinated and, except for the guarantees described below, unsecured obligations of the
Issuer, ranking pari passu among themselves and pari passu with all other unsubordinated and unsecured obligations of the Issuer, unless
such obligations are accorded priority under mandatory provisions of statutory law. The Notes will have the benefit of an unconditional and
irrevocable guarantee (the "Parent Guarantee") from PHOENIX Pharmahandel GmbH & Co KG ("PHOENIX KG" or the "Parent
Guarantor") and an unconditional and irrevocable guarantee (the "Subsidiary Guarantee" and, together with the Parent Guarantee, the
"Notes Guarantees") from PHOENIX International Beteiligungs GmbH (the "Subsidiary Guarantor" and, together with the Parent
Guarantor, the "Guarantors"). The Guarantors have also issued guarantees to secure other indebtedness of the PHOENIX Group.
Standard & Poor's Global Ratings ("S&P") has assigned a rating of BB+, outlook negative, to PHOENIX KG and a preliminary rating of
BB+ to the Notes. A credit or security rating is not a recommendation to buy, sell or hold securities. S&P is established in the European
Union 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.
For a discussion of certain significant factors affecting investment in the Notes, see "Risk Factors" on pages 1 through 20.
This prospectus (the "Prospectus") does not constitute a prospectus within the meaning of Regulation (EU) No 1129/2017 of the European
Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Neither the Luxembourg Financial Supervisory
Authority, the Commission de Surveillance du Secteur Financier, nor any other "competent authority" (as defined in the Prospectus
Regulation) has approved this Prospectus or reviewed information contained in this Prospectus.
This Prospectus constitutes a prospectus for the purpose of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities, as amended.
Application has been made for admission of the Notes to the official list of the Luxembourg Stock Exchange and for trading on the Euro
MTF market ("Euro MTF") operated by the Luxembourg Stock Exchange, which is a multilateral trading facility for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"), and therefore a non-EU-regulated market.
The Notes and the Notes Guarantees will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes are issued in bearer form with a denomination of EUR 100,000 each. The Notes have been assigned the following securities
codes: ISIN XS2212959352, Common Code 221295935, WKN A280VZ.
Joint Bookrunners

UniCredit Bank
Commerzbank

Crédit Agricole CIB

ING

Austria

The date of this Prospectus is 3 August 2020.


RESPONSIBILITY STATEMENT
Each of the Issuer and the Guarantors accepts in respect of itself only responsibility for the information
contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such
is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance
with the facts and contains no omission likely to affect its import.
Each of the Issuer and the Guarantors further confirms that (i) this Prospectus contains all information
with respect to the Issuer and the Guarantors as well as PHOENIX KG and its subsidiaries and affiliates
taken as a whole ("PHOENIX" or the "PHOENIX Group"), the Notes and the Notes Guarantees which
is material in the context of the issue and offering of the Notes, including all information which,
according to the particular nature of the Issuer and the Guarantors and of the Notes and the Notes
Guarantees, is necessary to enable prospective 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 Guarantors and the PHOENIX Group and of the rights attached to the Notes and the Notes
Guarantees; (ii) the statements contained in this Prospectus relating to the Issuer, the Guarantors, the
PHOENIX Group, the Notes and the Notes Guarantees are in every material respect true and accurate and
not misleading; (iii) there are no other facts in relation to the Issuer, the Guarantors, the PHOENIX
Group, the Notes or the Notes Guarantees 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 Guarantors to ascertain such facts and to verify
the accuracy of all such information and statements.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any
documents incorporated herein by reference.
No person is authorised to give any information or to make any representations other than those contained
in this Prospectus and, if given or made, such information or representations must not be relied upon as
having been authorised by or on behalf of the Issuer, the Guarantors or the Managers (as defined in
"SUBSCRIPTION AND SALE OF THE NOTES"). Neither the delivery of this Prospectus nor any sale
made hereunder nor any other document incorporated herein by reference shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer, the Guarantors or any of
their affiliates since the date of this Prospectus, or that the information herein and in any other document
incorporated herein by reference is correct at any time after such date.
To the extent permitted, by the laws of any relevant jurisdiction, neither the Managers nor any other
person mentioned in this Prospectus, except for the Issuer and the Guarantors, are responsible for the
information contained in this Prospectus or any other document incorporated herein by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accepts any responsibility for the accuracy and completeness of the information contained in any of these
documents. The Managers have not independently verified any such information and accept no
responsibility for the accuracy thereof.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the
Guarantors. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the
Issuer, the Guarantors or the Managers to the public generally to purchase any Notes. Neither this
Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer, the Guarantors or the Managers to a recipient hereof and thereof that such
recipient should purchase any Notes.
This Prospectus has been prepared by the Issuer solely for the purpose of offering the Notes described
herein and the Prospectus may only be used for this purpose. Notwithstanding any investigation that the
Joint Bookrunners may have made with respect to the information set forth herein, this Prospectus does
not constitute, and shall not be construed as, any representation or warranty by the Joint Bookrunners as
to the adequacy or accuracy of the information set forth herein.

This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it

- ii -




is unlawful to make such offer or solicitation. The offer, sale and delivery of the Notes and the
distribution of this Prospectus in certain jurisdictions are restricted by law. Persons into whose possession
this Prospectus comes are required by the Issuer, the Guarantors and the Managers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers and sales of
the Notes and on the distribution of this Prospectus, see "SUBSCRIPTION AND SALE OF THE NOTES
-- Selling Restrictions". In particular, the Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") and are subject to United States tax law
requirements. Subject to certain limited exceptions, the Notes may not be offered, sold or delivered within
the United States of America ("U.S.") or to, or for the account of, U.S. persons.
In this Prospectus all references to "", "EUR" or "Euro" are to the currency introduced at the start of the
third stage of the European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.
MIFID II PRODUCT GOVERNANCE
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution
to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
STABILISATION
IN
CONNECTION
WITH
THE
ISSUE
OF
THE
NOTES,
COMMERZBANK
AKTIENGESELLSCHAFT (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER,
THERE
IS
NO
ASSURANCE
THAT
COMMERZBANK
AKTIENGESELLSCHAFT (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME
AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF
THE PROCEEDS OF THE ISSUE BY THE ISSUER AND 60 CALENDAR DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING SHALL BE IN
COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY
RELEVANT JURISDICTION.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements and statements which are based on
PHOENIX' own calculations and estimates, including statements using the words "believes",
"anticipates", "intends", "expects", "according to its own calculations" or other similar terms and
assumptions. This applies in particular to statements under the caption "INDUSTRY OVERVIEW" and
statements elsewhere in this Prospectus relating to, among other things, the future financial performance,
plans and expectations regarding developments in the business of the PHOENIX Group.
These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other
factors that may cause the actual results, including the financial position and profitability of the Issuer and
the Guarantors, to be materially different from or worse than those expressed or implied by these forward-
looking statements. PHOENIX Group'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", "General Information on the Issuer" and "General Information on the Parent Guarantor". These
sections include more detailed descriptions of factors that might have an impact on PHOENIX Group's
business and the markets in which it operates.

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In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuer nor the Guarantors assume any obligation, except as required by law,
to update such forward-looking statements and to adapt them to future events or developments.
ALTERNATIVE PERFORMANCE MEASURES
The Issuer and the Guarantors believe that there are alternative performance measures (together, the
"Alternative Performance Measures") which are useful in evaluating the PHOENIX Group's operating
performance and the level of the PHOENIX Group's indebtedness. However, the Alternative Performance
Measures are not recognized as measures under International Financial Reporting Standards as adopted
by the EU ("IFRS") and should not be considered as substitutes for measures on profit before income tax,
profit for the period, cash flow from operating activities or consolidated other income statement or
consolidated statement of cash flows data, as determined in accordance with IFRS, or as measures of
profitability or liquidity. The Alternative Performance Measures do not necessarily indicate whether cash
flow will be sufficient or available for the PHOENIX Group's cash requirements, nor whether any such
measure is indicative of the PHOENIX Group's historical operating profit or earnings. The Alternative
Performance Measures are not meant to be indicative of future results. Because not all companies
calculate these measures and figures in the same way, the PHOENIX Group's presentation of the
Alternative Performance Measures is not necessarily comparable with similarly titled measures used by
other companies.


- iv -




CONTENTS

Pag
e
RISK FACTORS .......................................................................................................................................... 1
USE OF PROCEEDS .................................................................................................................................
21
GENERAL INFORMATION ON THE ISSUER ......................................................................................
22
GENERAL INFORMATION ON THE PARENT GUARANT

OR...........................................................
26
SELECTED FINANCIAL INFORMATION .............................................................................................
33
BUSINESS OF THE PHOENIX GROUP .................................................................................................
41
GENERAL INFORMATION ON THE SUBSIDIARY GUARANTOR ..................................................
55
CONDITIONS OF ISSUE .........................................................................................................................
56
THE PARENT GUARANTEE ..................................................................................................................
76
THE SUBSIDIARY GUARANTE
E ..........................................................................................................
80
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS ........................................
88
TAXATION WARNING ...........................................................................................................................
90
SUBSCRIPTION AND SALE OF THE NOTES ......................................................................................
91
GENERAL INFORMATION ....................................................................................................................
94
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................
96
NAMES AND ADDRESSES .....................................................................................................................
97
FINANCIAL INFORMATION ................................................................................................................ F-1








RISK FACTORS
Before deciding to purchase the Notes, investors should carefully review and consider the following risk factors
and the other information contained in this Prospectus. Should one or more of the risks described below
materialise, this may have a material adverse effect on the cash flows, results of operations and financial
condition of the Issuer, the Guarantors and the other members of the PHOENIX Group. Moreover, if any of
these risks occur, the likelihood that the Guarantors will be in a position to fulfil their payment obligations
under the Notes Guarantees and that the Issuer will be in a position to fulfil its payment obligations under the
Notes may decrease and the market value of the Notes may deteriorate, in which case the holders of the Notes
(the "Holders") could lose all or part of their investments. Factors which the Issuer and the Guarantors believe
may be material for the purpose of assessing the market risks associated with the Notes are also described
below.
The Issuer and the Guarantors believe that the factors described below represent the principal risks inherent in
investing in the Notes as guaranteed by the Notes Guarantees. However, the Issuer or any Guarantor may be
unable to pay interest, principal or other amounts on or in connection with the Notes for other reasons than
those described below. Additional risks and uncertainties, which are currently not known to the Issuer or the
Guarantors or which the Issuer and the Guarantors currently believe are immaterial, could likewise impair the
business operations of the PHOENIX Group and have a material adverse effect on the cash flows, results of
operations and the financial condition of the Issuer, the Guarantors and the other members of the PHOENIX
Group. In addition, investors should be aware that the risks described might combine and thus intensify one
another.

RISK FACTORS RELATING TO THE ISSUER AND THE GUARANTORS
Risks related to the Business Activities of the PHOENIX Group, Industry and Competition
The recent novel coronavirus (COVID-19) outbreak could materially adversely affect the financial condition
and results of operations of PHOENIX.
PHOENIX Group's business depends in many ways on global economic conditions. The COVID-19 outbreak
and the illness caused by it as well as actions taken by governments and competent authorities and institutions to
fight the outbreak of the virus and the illness caused by it may adversely affect the PHOENIX Group's business,
financial condition and results of operation.
Coronaviruses (CoV) are a large family of viruses that cause illness ranging from the common cold to more
severe diseases such as Middle East Respiratory Syndrome (MERS-CoV) and Severe Acute Respiratory
Syndrome (SARS-CoV). The novel coronavirus (named COVID-19 by the World Health Organisation),
reportedly first discovered in Wuhan, Hubei Province, China, in December 2019, is a new strain that has not
been previously identified in humans.
The novel strain of the coronavirus has globally spread throughout other areas such as Europe, the Middle East,
and America and has resulted in significant reductions in economic growth worldwide. Authorities have
implemented measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in
place orders, and shutdowns. These measures have impacted and may further impact the workforce and
operations of the PHOENIX Group and the operations of its customers, vendors and suppliers, for instance in
case quarantines affect employees of the PHOENIX Group or members of the PHOENIX Group are required to
close facilities, such as warehouses or office buildings, due to infections of employees with the coronavirus. As
at the date of this Prospectus, there have been no serious cuts in the operations and the value chain of the
PHOENIX Group. Only one warehouse located in Italy had to shut down its operations temporarily for the
purpose of disinfecting office premises. The network of warehouses in Italy was able to compensate for this
short-term closure. Regarding official regional quarantine and safety measures in particularly affected areas, e.g.
in northern Italy at the peak of the COVID-19 pandemic, delivery frequencies and product ranges offered partly
had to be reduced in order to mitigate less flexible workforce management and rising sales volumes. In the retail
sector, since the beginning of the COVID-19 pandemic, pharmacy branches mainly located in shopping centres
have been affected by closures (at peak times, 10 to 20 branches). Since April 2020, the situation has eased
considerably throughout Europe. However, there is considerable uncertainty regarding such measures and
potential future measures, and restrictions on the access to facilities of the PHOENIX Group or on its support
operations or workforce, or similar limitations for vendors and suppliers of the PHOENIX Group, and
restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and


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increased border controls or closures, may further impact the PHOENIX Group's capacity to meet customer
demand and have a material adverse effect on its financial condition and results of operations. These restrictions
and disruptions could affect the PHOENIX Group's performance on its contracts. Resulting cost increases may
not be fully recoverable or adequately covered by insurance, which could impact the profitability of the
PHOENIX Group. The COVID-19 pandemic might also lead to increased operational risks in the form of IT or
cyber risk (e.g., due to the increased remote use of resources such as split operations or home office working or
criminal activity). COVID-19 has also impacted and may further impact the broader economies of affected
countries, including negatively impacting economic growth, the proper functioning of financial and capital
markets, foreign currency exchange rates, and interest rates.
As at the date of this Prospectus, given the uncertainty of the lasting effect of the COVID-19 outbreak, the
overall financial impact on the global economy cannot be determined. In the medium to long term, if the rapid
spread of COVID-19 continues, it could adversely affect global economies and financial markets, resulting in a
prolonged economic downturn. The economic recovery post-COVID-19 will depend on the continued spread of
COVID-19. COVID-19 carries supply chain implications, including limitations on the global movement of
people and goods, disruption of industrial production, restrictions on travel and public transportation, prolonged
closures of workplaces and the reduction of private consumption. The COVID-19 outbreak, the illness caused by
it as well as actions taken by governments and other competent authorities or institutions to fight the outbreak of
the virus, its further spread and the illness caused by it may, either directly or indirectly, impact on the Issuer, its
customers, suppliers, investors and credit markets which in turn may adversely affect the PHOENIX Group's
financial performance. Risks related to economic conditions are described in in the risk factor titled "PHOENIX
might be adversely affected by changes and trends in the general economic conditions, the pharmaceutical
sector as well as patient and consumer spending" below.
PHOENIX operates in a competitive environment and faces margin pressure in the Wholesale business as it
has to defend and strengthen its market position via attractive pricing models.
In its wholesale business, the PHOENIX Group operates in highly competitive national markets which,
notwithstanding their mainly regulated nature, are subject to competition, both regarding price and service, from
direct competitors including cooperatives, and alternative supply sources, including short-liners, importers
(parallel trade) and domestic opportunistic traders. In Germany in particular, the PHOENIX Group has faced and
continues to face strong margin pressure in its wholesale business.
The reasons for the severe competition in the wholesale markets in which the PHOENIX Group operates include
that on the one hand, the PHOENIX Group has to negotiate with pharmaceutical manufacturers who are in a
strong negotiating position and, on the other hand, the PHOENIX Group has to win and retain pharmacies as
wholesale customers, often by granting discounts and by offering deferred payment options and offering various
additional services which might reduce profit margins. In addition, it is commonplace in the wholesale business
not to have long-term agreements with customers or with pharmaceutical manufacturers.
Pharmaceutical manufacturers might further choose to directly supply the pharmacies via logistics service
providers. By directly supplying pharmacies, pharmaceutical manufacturers would be able to offer lower prices
than pharmaceutical wholesalers. Consequently, the PHOENIX Group might be forced to reduce its wholesale
margin to a minimum in order to be able to compete and retain its market share.
In addition, the ability of the PHOENIX Group to maintain its position in the European market will depend,
among other things, on its ability to prevail over its competitors in the acquisition of new attractive wholesale
and retail companies in new markets and in the markets in which the PHOENIX Group is already present. A
strong market position and coverage is substantial in order to get selected as a wholesaler under alternative
wholesale models (such as the reduced wholesale model and the exclusive wholesale model) as well as in single-
channel markets, where the pharmaceutical manufacturers select only one or a few wholesalers for their
distribution. A loss of market share in any market using such models could thus negatively affect the ability of
the PHOENIX Group to be selected as preferred or exclusive wholesaler and weaken PHOENIX Group's
position in negotiating with suppliers. Moreover, a strong market position and coverage is essential in order to
achieve economies of scale in operations and to further grow its business.
There is also a risk that other participants in the wholesale marketplace might change their business or
operational models in a way which could increase competition. For example, service providers and
pharmaceutical and other healthcare products manufacturers might develop their own supply management
capabilities, which could adversely affect the business operations of the PHOENIX Group. Furthermore, the
liberalisation of pharmacy markets could result in other wholesalers and market participants starting to acquire
pharmacies, which could reduce its wholesale customer base.

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PHOENIX might be adversely affected by changes and trends in the general economic conditions, the
pharmaceutical sector as well as patient and consumer spending.
The business of the PHOENIX Group might be adversely affected by changes in the relevant domestic and
global political and economic environment. Even if its pharmaceutical distribution business is less affected by
general economic trends, a general decline in the purchasing power and a state health care policy increasingly
focusing on cost-containment measures might negatively affect its business. The PHOENIX Group also depends
on market growth in the pharmaceutical distribution sector, which is primarily dependent on the development of
sales volumes and the ability of pharmaceutical companies to market top-selling pharmaceuticals. In addition, its
business depends on patient and consumer spending, in particular with regard to sales of over-the-counter
("OTC") products, which might be negatively affected during economic downturns and/or other periods of
weaker consumer confidence. The market for prescription-only drugs is typically more stable and less dependent
on general economic conditions since the purchase price for such drugs is generally reimbursed by the public
health system. Changes in general economic conditions, in the market volume of the pharmaceutical market as
well as patient and consumer spending could therefore adversely affect the financial position and results of
operations of the PHOENIX Group.
PHOENIX is exposed to competition in the retail business from a diverse range of competitors some of which
have larger resources.
In the retail business, the PHOENIX Group faces competition from a variety of competitors depending on the
market and regulatory environment of the different jurisdictions in which it operates. The competitors in these
markets include national, regional and local pharmacies as well as in some countries supermarket retailers and
mail-order pharmacies. Some of PHOENIX Group's competitors have larger resources and might try to expand
their market shares by offering more attractive prices, in particular for OTC products. This could lead to a price
pressure for the retail business and potentially a loss of market shares of the PHOENIX Group. The intensity of
competition also depends on the level of liberalisation. In countries that are opening up to liberalisation,
PHOENIX Group's success will depend in part upon the purchase of a representative cluster of pharmacies.
PHOENIX faces competition from alternative business models, in particular from mail order pharmacies and
e-health platforms.
Rising importance of mail order pharmacies and e-health platforms could adversely affect both the retail and the
wholesale business of the PHOENIX Group as these alternative business models could likely diminish market
volume accessible for the established pharmaceutical distribution chain that the PHOENIX Group operates in. In
the first place, both mail-order companies and e-health platforms are important competitors for the PHOENIX
Group's own retail business as well as the business of its wholesale customer base (i.e. pharmacies) as these
competitors aim at becoming the first point of contact for consumer and thus might achieve a significant role in
the value chain. Moreover, these companies might source directly from pharmaceutical manufacturers thus
bypassing the pharmaceutical wholesale, such as the PHOENIX Group's wholesale business, completely or only
deploying it for minor and less attractive parts of the product portfolio. This could adversely affect the business
and the results of operations of the PHOENIX Group.
PHOENIX operates its pre-wholesale services business in a competitive environment.
In most of the countries in which the PHOENIX Group operates, logistic-related services are being offered to
pharmaceutical manufacturers. In the event of worsening economic conditions, traditional logistic companies
seek more intensively for market niches and increasingly try to enter into the pharmaceutical distribution
business. Furthermore, especially major multinational pharmaceutical manufacturers might prefer to select
pharma services providers operating at least regionally. Any such effect would adversely affect the financial
position and results of operations of the PHOENIX Group.
PHOENIX faces risks related to lease agreements ­ especially for its retail business.
PHOENIX Group faces risks related to lease agreements ­ especially for its retail business. In the retail business,
the location of the individual shop is one of the most important success factors. Within PHOENIX Group's large
and multi-national network of more than 2,700 own pharmacies, more than 95 % of the locations are leased from
many different landlords. As the usual term of such lease agreements is between 5 to 10 years, in individual
cases combined with an option for PHOENIX to extend the term for additional 5 to 7 years, in each year the
lease contracts for a notable number of shops of the portfolio have to be renewed. In the respective negotiations
with landlords, the PHOENIX Group might be faced with strongly increased lease rates, potentially leading to a
negative effect on the future profitability of the relevant shop and to higher operative costs incurred by the

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PHOENIX Group, or with a non-renewal of the contract itself, which would make it necessary to find another
attractive location to continue the pharmacy operations. In case that PHOENIX is not in a position to lease
premises for a number of pharmacies in attractive locations, the PHOENIX Group's business and results of
operations might be adversely affected given that the locations of the pharmacies operated by the PHOENIX
Group are a main factor for PHOENIX' retail business to generate high sales volumes.
PHOENIX faces inflationary cost pressure and might not be able to fully pass this on to its customers.
In the pharmaceutical wholesale and retail business, a significant part of the cost base consists of fixed costs. The
costs tend to grow year by year due to, among others, inflationary pressure. As the pricing and margin structures
are in many cases determined by government regulations, the PHOENIX Group might face difficulties to pass
cost increases on to its customers. This could adversely affect the business and the results of operations of the
PHOENIX Group.
PHOENIX faces specific country risks.
The PHOENIX Group operates in 27 countries in Europe. It is exposed to a number of political, social,
economic, financial and market-related risks in these countries such as currency control regulations, currency
exchange rules, the United Kingdom's ongoing exit process from the EU, as well as potential difficulties in
staffing and managing foreign operations and sustaining the supply chain. Foreign countries could further
impose additional taxes or restrict the import of PHOENIX Group's products.
PHOENIX' good relationships with pharmaceutical manufacturers may change and pharmaceutical
manufacturers may be impacted by financial difficulties.
Until some years ago, generally all pharmaceuticals were distributed through a number of competing full-line
wholesalers. However, several pharmaceutical manufacturers within the European markets, initially in the UK,
have established alternative distribution models such as direct-to-pharmacy and the reduced wholesale model. In
certain countries, such as Sweden and Finland, they have adopted the single channel strategy. By using these
models, pharmaceutical manufacturers try to gain more transparency and consequently, more influence over the
distribution chain. As a consequence, in certain countries only preferred wholesalers are allowed to distribute
pharmaceutical products of certain pharmaceutical manufacturers. It is therefore of essence to establish good
relationships with the pharmaceutical manufacturers in order to be chosen as preferred wholesaler. The choice
depends, inter alia, on a strong and leading market position and coverage and a high quality of service and
handling of the products. If the PHOENIX Group is not chosen, it would not have access to the full assortment
of products in the market. Major pharmaceutical manufacturers might extend these distribution models to other
European markets in which the PHOENIX Group operates. In addition, due to a strong negotiating position of
the pharmaceutical manufacturers and the in general short-term contracts between pharmaceutical manufacturers
and wholesalers, the PHOENIX Group might be forced to accept unfavourable terms of payment in order to be
chosen as preferred wholesaler. If the PHOENIX Group is not able to maintain and expand its position as
preferred wholesaler, its results of operations would be adversely affected.
If pharmaceutical manufacturers experience financial difficulties, they might increase their prices, reduce their
output or change their terms of sale, in particular introduce shorter payment terms, or be unable to fulfil their
payment obligations towards the PHOENIX Group for fees, returned products or incentives which might have a
material adverse impact on its results of operations.
In addition, in recent years the pharmaceutical manufacturers have been subject to ongoing consolidation. As a
result, a small number of very large companies have a significant share of the market. Accordingly, the
PHOENIX Group depends on fewer pharmaceutical manufacturers for its products which might result in a
weakening of its bargaining position for conditions and rebates and favourable payment terms with the
pharmaceutical manufacturers, which could have a material adverse impact on the results of operations.
Quota limitations have affected and may further adversely affect the quantity of products PHOENIX can
order from certain pharmaceutical manufacturers.
In some European markets certain pharmaceutical manufacturers limit the quantities of certain products the
PHOENIX Group is allowed to order for purposes of preventing parallel exports. The caps are determined
according to market share and past order volumes. Due to these quota limitations, the PHOENIX Group might be
unable to accommodate the demand of its customers and complete the orders placed with it, and therefore lose
revenue and customers. Further, since its maximum order volumes are related to its present market share, the

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PHOENIX Group might be unable to further expand its business and to increase its market share potentially
resulting in an adverse effect on its financial position and results of operations.
PHOENIX may face substantial defaults in payment, a material reduction in purchases or the loss of a large
customer or group purchasing organisation.
Revenue in the wholesale business is usually generated through a large number of customer relationships. In
certain jurisdictions in which the PHOENIX Group operates, a significant portion of its revenue is generated
from a limited number of large customers with a higher level of receivables outstanding. This is especially the
case in jurisdictions where pharmacy chains and new distribution channels have been created following the
liberalisation of the market. The PHOENIX Group also has agreements with group purchasing organisations,
each of which functions as a purchasing agent on behalf of member hospitals, pharmacies and other healthcare
providers in a particular jurisdiction. Should one of these large customers or group purchasing organisations
materially reduce its purchases from the PHOENIX Group or terminate its purchasing agreements or supply
relationships with it or cease to recommend the PHOENIX Group to their customers as preferred wholesaler or
go bankrupt, the PHOENIX Group would experience a potentially substantial loss in revenue.
The PHOENIX Group generally sells products in its wholesale business to customers on often unsecured short
payment terms, varying from one country to another. The credit risk at the PHOENIX Group, measured in
relation to total receivables, is, in general, comparatively low, as healthcare institutions, subject to certain
exceptions, commonly have a high credit standing. However, in the course of the liberalisation of the pharmacy
markets in Europe pharmacy chains and new sales channels are becoming increasingly important, resulting in a
larger number of major customers with higher levels of receivables outstanding. Although potential customer
payment risks are addressed through an accounts receivables management system assessing existing and new
customers on an on-going basis, it cannot be completely ruled out that payment defaults due to adverse changes
in general economic conditions or reduced reimbursements of pharmaceuticals could adversely reduce sales to
end customers and cause customers to delay or default on trade receivables owed to the PHOENIX Group. This
would consequently reduce PHOENIX Group's revenue growth and cause a decrease in its profitability and cash
flow. As of and for the fiscal year ended 31 January 2020 ("fiscal year 2019/20"), net impairments of
receivables amounted to EUR 7.1 million and impairments of further financial assets amounted to EUR 0.6
million.
Failure to identify suitable acquisition targets or to successfully integrate acquired businesses might slow
down further growth.
An important element of the PHOENIX Group's strategy for continued growth consists of acquisitions of
selected businesses and interests in the European pharmaceutical wholesale and retail sectors as well as related
markets to strengthen its market position or to enter into new markets. Failure to identify suitable acquisitions or
to identify all relevant risks associated with an acquisition and properly integrate and manage the acquired
business could adversely affect the financial position, results of operation and growth prospects of the
PHOENIX Group. If the integration processes were not concluded as planned, the creation of operational
synergies might not be possible or could be delayed. The PHOENIX Group cannot assure that forecasts and
assumptions made prior to or at the time of the consummation of the relevant transaction materialise. Should any
such forecast or assumption not materialise, this may adversely affect the results of the PHOENIX Group.
Furthermore, the PHOENIX Group might not be able to participate in acquisitions due to the limitations set out
in the EUR 1,250 million syndicated facility agreement for PHOENIX KG entered into on 21 June 2012 and last
amended pursuant to an amendment request dated 4 March 2020 (the "Syndicated Credit Facility
Agreement"). As a consequence, entry into new markets or expansion of its market shares in markets in which
the PHOENIX Group already operates might be restricted.
In concentrated markets in which the PHOENIX Group is active, the PHOENIX Group may not be able to
identify suitable acquisition targets at all or may only be able to identify a limited number of large targets. In
certain markets, the PHOENIX Group may decide to entirely or partially divest its local business units for
instance due to the lack of growth prospects, the respective economic outlook or to optimize its portfolio of
business activities. Such divestitures may, in general, improve the capital structure of the PHOENIX Group.
However, the PHOENIX Group may not be able to divest its activities as planned in which case such divestitures
might have a negative impact on its business, financial position, results of operations and reputation. In addition,
a purchaser may successfully bring claims against the PHOENIX Group, e.g. based on alleged violations of
representations and warranties. In the case of a partial divestiture, the PHOENIX Group may be forced to
liquidate the remaining part of the business which could trigger significant one-off costs and expenses and lead
to a reputational damage. Alternatively, the PHOENIX Group may decide to acquire a large target enterprise or

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