Obligation Akelius Residential Property AB 1.5% ( XS1523975859 ) en EUR

Akelius Residential Property AB

100 % ▼

Suede

XS1523975859 ( en EUR )

1.5% par an ( paiement annuel )

22/01/2022 - Obligation échue

Prospectus brochure de l'obligation Akelius Residential Property AB XS1523975859 en EUR 1.5%, échue

100 000 EUR

600 000 000 EUR

Akelius Residential Property AB est une société immobilière suédoise cotée en bourse, spécialisée dans l'acquisition, la gestion et le développement de propriétés résidentielles principalement en Amérique du Nord et en Europe.

L'Obligation émise par Akelius Residential Property AB ( Suede ) , en EUR, avec le code ISIN XS1523975859, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/01/2022

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT US PERSONS (AS
DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT")) AND ARE LOCATED OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached preliminary prospectus (the "Document") following this page and you are
therefore advised to read this disclaimer carefully before reading, accessing or making any other use of
the attached Document. In accessing the attached Document, you agree to be bound by the following
terms and conditions, including any modifications to them from time to time, each time you receive any
information from Akelius Residential Property AB (publ) (the "Issuer") or the Lead Managers (as
defined in the Document) as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO. THE BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR OTHER US JURISDICTION, AND THE BONDS MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT) EXCEPT TO A PERSON WHO IS NOT A US PERSON (AS DEFINED IN REGULATION S) IN
AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S.
THE ATTACHED DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND,
IN PARTICULAR, MAY NOT BE FORWARDED TO ANY US ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO
ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE
ABLE TO PURCHASE ANY OF THE SECURITIES.
Confirmation of your representation: In order to be eligible to view the attached Document or make an
investment decision with respect to the securities being offered, prospective investors must be a person
other than a US person (as defined in Regulation S under the Securities Act) located outside the United
States. This Document is being sent to you at your request, and by accepting the email and accessing this
Document you shall be deemed to have represented to the Issuer and the Lead Managers that (1) you have
understood and agree to the terms set out herein, (2) you are a person other than a US person (as defined
in Regulation S under the Securities Act) located outside the United States and you are purchasing the
securities being offered in an offshore transaction (within the meaning of Regulation S under the
Securities Act) and the electronic mail address that you gave us and to which this email has been
delivered is not located in the United States, its territories and possessions, any State of the United States
or the District of Columbia and (3) you consent to delivery of such Document by electronic transmission.
You are reminded that this Document has been delivered to you on the basis that you are a person into
whose possession this Document may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the
contents of this Document to any other person.
The materials relating to this offering of securities do not constitute, and may not be used in connection
with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a
jurisdiction requires that this issuance of securities be made by a licensed broker or dealer, and one or
more of the Lead Managers or any affiliates of one or more of the Lead Managers is a licensed broker or
dealer in the relevant jurisdiction, this offering shall be deemed to be made by such Lead Manager(s) or
such affiliate(s) on behalf of the Issuer in such jurisdiction.
The attached Document may only be distributed to, and is only directed at (a) persons outside the United
Kingdom, (b) persons who have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
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"Order"), (c) high net worth bodies corporate falling within Article 49(2) of the Order, and (d) any other
persons to whom it may otherwise lawfully be communicated (all such persons together being referred to
as "relevant persons"). Any investment or investment activity to which the Document relates is available
only to relevant persons and will be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this Document or any of its contents.
The attached Document has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Issuer or the Lead Managers, any person who controls them or any director,
officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility
whatsoever in respect of any difference between the Document distributed to you in electronic format and
the hard copy version available to you on request from the Lead Managers.

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Dated 21 November 2016

AKELIUS RESIDENTIAL PROPERTY AB (PUBL)
(incorporated in the Kingdom of Sweden as a public company with limited liability)
600,000,000 1.500 per cent. Bonds due January 2022
Issue Price 99.393 per cent.
The 600,000,000 1.500 per cent. Bonds due January 2022 (the "Bonds") will be issued by Akelius Residential
Property AB (publ) (the "Issuer"). Interest on the Bonds is payable annually in arrear on 23 January in each year
commencing on 23 January 2018 (the "First Interest Payment Date"). There will be a long first coupon for the
interest period from the Issue Date to the First Interest Payment Date. Payments on the Bonds will be made without
deduction for or on account of taxes of the Kingdom of Sweden to the extent described under "Terms and Conditions
of the Bonds - Taxation".
The Bonds mature on 23 January 2022 but may be redeemed before then at the option of the Issuer at any time on
the terms set out herein and may be redeemed before then at the option of the relevant holder on the event of a
Change of Control (as defined herein) at their principal amount. The Bonds are also subject to redemption in whole,
at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain
changes affecting taxes of the Kingdom of Sweden. See "Terms and Conditions of the Bonds -- Redemption and
Purchase".
The Bonds will constitute unsecured obligations of the Issuer. See "Terms and Conditions of the Bonds -- Status".
This Prospectus (the "Prospectus") has been approved by the Central Bank of Ireland, as competent authority under
Directive 2003/71/EC (the "Prospectus Directive") as amended (which includes the amendments made by Directive
2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European
Economic Area). The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed
under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Bonds which are to be
admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to
the public in any Member State of the European Economic Area. Application has been made to the Irish Stock
Exchange for the Bonds to be admitted to its official list (the "Official List") and to trading on its regulated market
(the "Main Securities Market"). References in this Prospectus to the Bonds being "listed" (and all related
references) will mean that the Bonds have been admitted to the Official List and have been admitted to trading on the
Main Securities Market. The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC.
The denomination of the Bonds shall be 100,000 and integral multiples of 1,000 in excess thereof. The Bonds will
be represented by interests in a global certificate in registered form (the "Global Certificate") which will be
registered in the name of a nominee of a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking S.A. ("Clearstream, Luxembourg"). It is expected that delivery of the Global Certificate will
be made on 23 November 2016 (the "Issue Date").
The Bonds will be rated at issuance BBB- (Stable) by Standard & Poor's Credit Market Services Europe Limited
("S&P"). A 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. As of the date of this Prospectus, S&P is established
in the European Union and is registered under Regulation (EU) No. 1060/2009, as amended (the "CRA
Regulation").
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Prospectus.
LEAD MANAGERS
Bayerische Landesbank
BNP PARIBAS
Danske Bank
Swedbank

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This Prospectus comprises a prospectus for the purposes of the Prospectus Directive and for the purpose
of giving information with regard to the Issuer, the Issuer and its subsidiaries taken as a whole (the
"Group") and the Bonds which according to the particular nature of the Issuer and the Bonds, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer and of the rights attaching to the Bonds. The Issuer
accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of
the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained
in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of
such information.
Certain information in this Prospectus has been extracted or derived from independent sources. Where
this is the case, the source has been identified. The Issuer does not accept any responsibility for the
accuracy of such information nor has the Issuer independently verified any such information. The Issuer
confirms that this information has been accurately reproduced, and so far as the Issuer is aware and is able
to ascertain from information available from such sources, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Lead
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds. The
distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus comes are required by the Issuer and the Lead
Managers to inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of Bonds and distribution of this Prospectus,
see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Lead Managers. 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 since the date hereof or the date upon which this Prospectus
has been most recently amended or 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 Prospectus has been most
recently amended or supplemented or that the information contained in it or any other information
supplied in connection with the Bonds 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.
To the fullest extent permitted by law, the Lead Managers accept no responsibility whatsoever for the
contents of this Prospectus. Each Lead Manager accordingly disclaims all and any liability whether
arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect
of this Prospectus.
The Bonds 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, Bonds may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons.
Unless otherwise specified or the context requires, references to "EUR", "euros", "euro" and "" 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 "U.S.$", "$", "U.S. dollars" or "USD" are to the lawful currency for the time
being of the United States, references to "£", "sterling" and "GBP" are to the lawful currency for the time
being of the United Kingdom, references to "CAD" and "Canadian Dollar" are to the lawful currency for
the time being of Canada and references to "SEK" are to the lawful currency for the time being of the
Kingdom of Sweden.
The language of this Prospectus is English. 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.
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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 connection with the issue of the Bonds, Danske Bank A/S (the "Stabilising Manager(s)") (or any
person acting on behalf of any Stabilising Manager(s)) may over-allot Bonds or effect transactions
with a view to supporting the market price of the Bonds at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds
is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
any person acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws
and rules.
FORWARD-LOOKING STATEMENTS
Certain statements included in this Prospectus may constitute "forward-looking statements". Forward-
looking statements are all statements in this Prospectus that do not relate to historical facts and events and
include statements concerning the Group's plans, objectives, goals, targets, strategies and future
operations and performance and the assumptions underlying these forward-looking statements. The Issuer
uses the words "may", "will", "could", "believes", "assumes", "intends", "estimates", "expects", "plans",
"seeks", "approximately", "aims", "projects", "anticipates" or similar expressions, or the negative thereof,
to generally identify forward-looking statements.
Forward-looking statements are set forth in a number of places in this Prospectus and the Issuer has based
these forward-looking statements on its current views with respect to future events and financial
performance. These views involve uncertainties and are subject to certain risks, the occurrence of which
could cause actual results to differ materially from those predicted in the forward-looking statements
contained in this Prospectus and from past results, performance or achievements. Although the Issuer
believes that the estimates and the projections reflected in its forward-looking statements are reasonable,
if one or more of the risks or uncertainties materialise or occur, including those which the Issuer has
identified in this Prospectus, or if any of the Issuer's underlying assumptions prove to be incomplete or
incorrect, the Group's actual results of operations may vary from those expected, estimated or projected.
These forward-looking statements are made only as at the date of this Prospectus. Except to the extent
required by law, the Issuer is not obliged to, and does not intend to, update or revise any forward-looking
statements made in this Prospectus whether as a result of new information, future events or otherwise. All
subsequent written or oral forward-looking statements attributable to the Issuer, or persons acting on the
Issuer's behalf, are expressly qualified in their entirety by the cautionary statements contained throughout
this Prospectus. As a result of these risks, uncertainties and assumptions, a prospective purchaser of the
Bonds should not place undue reliance on these forward-looking statements.
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CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 14
OVERVIEW OF THE BONDS ................................................................................................................. 15
TERMS AND CONDITIONS OF THE BONDS ...................................................................................... 18
SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM .............. 35
DESCRIPTION OF THE ISSUER AND THE GROUP ............................................................................ 38
USE OF PROCEEDS ................................................................................................................................. 62
TAXATION ............................................................................................................................................... 63
SUBSCRIPTION AND SALE ................................................................................................................... 66
GENERAL INFORMATION .................................................................................................................... 68
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Bonds. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks
associated with the Bonds are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
the Bonds, but the Issuer may be unable to pay interest, principal or other amounts on or in connection
with the Bonds for other reasons, and the Issuer does not represent that the statements below regarding
the risks of holding the Bonds are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Prospectus (including any documents incorporated by reference
herein) and reach their own views prior to making any investment decision.
Risks that may affect the Issuer's ability to fulfil its obligations under or in connection with the
Bonds.
Risks factors relating to the Issuer and the Group
Slow or negative economic growth may have an adverse effect on the real estate market and the Group's
rental revenue
The real estate business is to a large extent affected by macroeconomic factors such as general economic
trends, regional economic development, employment rate development, the production rate of new
residential units and premises, changes in infrastructure, population growth, structure of the population,
inflation and interest rates. In addition, political uncertainty (including, for example, the United
Kingdom's vote to leave the European Union) may have a negative impact on economic conditions and
consumer confidence in the countries where the Group operates. The deterioration of economic
conditions in either the countries where the Group operates or globally could result in an increase in
unemployment or a decline in real income. This may, in turn, have an adverse effect on supply and
demand in the real estate market, vacancy and rental rates and the financial condition of the Group's
tenants and other counterparties.
Expectations regarding inflation and/or fluctuations in inflation rates may affect interest rates, including
the interest rates that may be payable by the Group on a finance or credit agreement that it enters into.
The cost of interest payments on debts owed to credit institutions is one of the Group's main expenses and
so any changes in interest rates could have a significant effect on the Group's financial results and cash
flow. Increases in the rate of inflation could also increase the operating and administrative expenses of the
Group. Furthermore, changes in interest rates and the rate of inflation may also affect the yield
requirements and, therefore, the market or fair value of the Group's properties.
If one or several of these factors would develop negatively, it could have a material adverse impact on the
Group's operations, earnings and financial position.
A decreased demand for, or an increased supply of, or a contraction of the market for, properties in the
countries, in which the Group operates, could adversely affect the business and financial condition of the
Group
Supply and demand for real estate, and accordingly the yield on real estate investments differ between
different geographical markets and may also develop differently within a specific geographical market.
The Group has a diversified property portfolio with properties in a variety of countries and cities. If there
are changes in supply and demand or a general contraction of the property market in any of those
countries or cities, this may negatively influence the occupancy rates of the Group's properties, the rental
rates, the level of demand and ultimately the value of such properties. This could, in turn, have a material
adverse impact on the Group's earnings and financial position.
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The Group may not be able to execute disposals of real estate properties and residential units at
acceptable prices, on acceptable terms or at all
Part of the Group's business model consists of selling fully developed real estate properties and residential
units. For this to be successful, it relies on high demand for such properties and on the ability of the
purchasers to successfully complete those transactions.
The desire to purchase a real estate property or residential unit is dependent, among other things, on
whether the characteristics of the specific property or residential unit correspond to the current market
demand, the general activity on the real estate market where the property or unit is based, the general
price trend on the real estate market and demographic factors. The desire to purchase residential units is
further affected by, among other things, the access to and cost for alternative properties and/or housing
arrangements.
The value and price of, and the ability of purchasers to pay for, real estate properties and residential units
is influenced by several factors, such as general economic conditions, interest rates, inflation
expectations, investor yield requirements, the levels of taxes and charges payable on the acquisition. The
ability of counterparties to pay for residential units is further affected by their ability to make interest
deductions, to receive loan financing, changes in interest rates for residential loans and rules applied by
law or credit institutions regarding maximum borrowings and amortisations.
A decrease in purchasers' desire or ability to pay for the real estate properties and residential units or the
inability of the Group to sell at acceptable prices could have a material adverse impact on the Group's
operations, earnings and financial position.
There can be no assurance that the Group will be successful in implementing its strategy or achieving its
financial targets or investment objectives
No assurance can be given that the implementation of the Group's strategy and/or the achievement of its
financial targets or investment objectives will be successful under current or future market conditions.
The Group's approach may be modified and altered from time to time. It is therefore possible that the
approach adopted to implement its strategy and achieve its financial targets and investment objectives in
the future may be different from that presently expected to be used and disclosed in this Prospectus.
Moreover, the availability of potential investments that meet the Group's acquisition criteria will depend
on the state of the economy and financial markets in the countries in which the Group operates or is
interested in entering into. The Group can offer no assurance that it will be able to identify and make
investments that are consistent with its acquisition criteria or rate of return targets.
The Group is exposed to risks regarding development projects
As part of its business, the Group carries out development projects on its real estate properties. Such
projects include the upgrade of its residential units according to the Group's "Better Living" concept. The
ability to successfully complete these development projects in an economically efficient manner depends
on a number of factors, including the ability of the Group to retain and recruit personnel with necessary
competence within the construction, project management, design, architecture and sales fields, to obtain
necessary permits and decisions from local and/or regional authorities and to hire contractors that will
implement projects on terms that are acceptable to the Group.
When considering development project investments and development risks, the Group needs to make an
estimate of the economic and market conditions that will prevail in the market where the project is located
at the time the project is completed and becomes operational, and there is uncertainty at the beginning of
a development project about the economic and market conditions at the time of completion of the project.
Such estimates are difficult to make since it takes a considerable time before development projects are
completed and become operational. During this time, economic conditions may change unfavourably and
lower the Group's expected return on the investment. For example, a given market may experience an
oversupply of residential properties at the time of a project's completion, leading to lower occupancy
rates. As a result, the Group may incorrectly time its development project investments and adopt an
inappropriate business strategy.
There are also technical risks associated with such development projects. These include risks of
constructional defects, other concealed defects or deficiencies, damage and contaminations. If technical
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problems do occur, it could result in delays in scheduled real estate development projects, or increased
costs for upgrade and management of the Group's properties. Technical problems could also arise from
the actions or omissions of third parties and may not be known to the Group. Although the Group may
have rights against the building contractor and/or professional team in connection with such defects
and/or recourse to insurance in place for the project in question, there can be no assurance that the Group
will be able to enforce its rights and fully recover the costs arising from any claim against the Group.
Furthermore, the Group may not be able to obtain the necessary decisions or permits from local and/or
regional authorities that are required to implement a change in the use of acquired properties and changes
in permits, plans, planning laws or regulations may result in delays in construction works or other
unforeseen delays, increases in the cost of construction and construction materials, cost overruns or the
failure to complete the Group's real estate development projects.
If one or several of the above factors would develop negatively or if any of the above described risks
would materialise, it could have a material adverse impact on the Group's operations, earnings and
financial position.
The Group's operating, maintenance and administrative costs may be higher than expected
The Group's operating expenses mainly consist of ongoing electricity, cleaning, water and heating costs
associated with its properties. Depending on the geographic market where a property is based, a number
of these services can only be purchased from a single operator, and this may lead to periodic increases in
the prices for such services. To the extent any of such increases in costs cannot be passed onto the
Group's tenants through regulation in lease agreements, or rental increases through renegotiations of lease
agreements, it may have a negative impact on the Group's earnings and financial position.
Maintenance expenses result from the measures taken by the Group in order to maintain the standard of
its properties in the long term. As properties age, they generally require greater maintenance,
refurbishment and redevelopment costs. Numerous factors, including the age of the relevant building, the
material and substances used at the time of its construction could result in substantial unbudgeted costs
for refurbishment and modernisation. If the Group does not carry out maintenance, refurbishment and
redevelopment activities with respect to its properties, these properties may become less attractive to
tenants and the Group's rental income may decrease, thereby adversely affecting the Group's business,
financial condition, prospects and results of operations. These maintenance expenditures are accounted
for as expenses to the extent they relate to repairs and replacements of minor items. In addition to pure
maintenance costs, costs for refurbishments in advance of rent renewals or re-lettings normally arise.
Unexpected and extensive renovation needs and expenditures may have an adverse impact on the Group's
earnings and financial position.
Other factors which could increase operating, maintenance and administrative expenses include, amongst
others, increases relating to the rate of inflation, payroll expenses, legal expenses, property taxes and
other statutory charges, energy costs and cost of services provided by third party providers; movements in
foreign exchange rates and increases in insurance premiums. Any such increases may have an adverse
effect on the Group's earnings and financial position.
The Group is subject to credit and counterparty risks
The Group is subject to the counterparty risk of its tenants as the net revenue generated from the Group's
properties depends on the financial stability of its tenants. The creditworthiness of a tenant can decline
over the short or medium term, leading to a risk that the tenant will become insolvent or unable to pay its
agreed rents in a timely manner or otherwise unable to meet its obligations under the lease. If leases are
terminated, the Group may be unable to re-let the units for rent at a level previously received or at all. The
Group is also exposed to the counterparty risk of purchasers to the extent that they fail to make payments
for the properties in relation to which the Group has entered into an agreement for their sale. The
realisation of these risks could have a negative impact on the Group's earnings and financial position.
In addition to the credit risks associated with its tenants/purchasers, the Group is exposed to credit risks
relating to its financial operations. Such credit risks arise in connection with, among other things,
investments of excess liquidity, entering into interest swap agreements and when obtaining long-term and
short-term credit agreements. If the counterparties in these operations cannot fulfil their obligations
towards the Group, it could have a material adverse impact on the Group's operations, earnings and
financial position.
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Interest rate risks may reduce the Group's net return
Aside from equity contributions, the Group's operations are largely financed by borrowings, including
loans from credit institutions and listed bonds and, as a result, the cost of interest payments on such debts
is one of the Group's main expenses. Changes in interest rates can affect the Group's profitability by
affecting the spread between, among other things, the income on its assets and the expense of its interest-
bearing liabilities, the value of any interest-earning assets, its ability to make acquisitions and its ability to
realise gains from the sale of its assets. Market interest rates are highly sensitive to many factors,
including the expected inflation rate, governmental, monetary and tax policies, domestic and international
economic and political considerations, fiscal deficits, regulatory requirements and other factors beyond
the Group's control. The short-term interest rates are mainly determined by reference to the respective
national bank's repo rate, which is a monetary policy rate. In times of increasing inflation expectations,
the interest rate can be expected to increase and in times of decreasing inflation expectations, the interest
rate can be expected to decrease.
The Group's interest costs are mainly affected by the current market interest rate, the margin imposed by
credit institutions and the method for determining the rate of interest on the debts entered into by the
Group. As at 30 September 2016, the loans of the Group carried an average interest rate of 2.82 per cent.
and the average interest rate hedge was 4.7 years. As at 30 September 2016, 26 per cent. of the Group's
borrowings carried an interest rate with a term of less than one year. With respect to fixed rate debt, a
longer average fixed interest term on the Group's debts means that the Group is tied to a fixed interest rate
that may or may not be in line with the prevailing market interest rate. With respect to floating rate debt,
the Group's floating rate loan expenses may increase with a rise in market interest rates. An increase in
interest rates may increase the Group's interest expense and this could have a material adverse impact on
the Group's operations, earnings and financial position.
The Group may not be able to secure financing in the future
The Group is exposed to the risk of not being able to obtain new financing or to re-finance existing debt
obligations. In addition, the terms and conditions on which future funding or re-financing may be made
available may not be acceptable to the Group. As at 30 September 2016, the Issuer's interest-bearing debt
amounted to a total of SEK 34,389 million. There is a risk that these lenders in the future do not want or
have the possibility to continue with the current financing.
During the financial crisis in 2008-2009, there was severe volatility and disturbance in the financial and
credit markets, with decreased liquidity and increased credit risk premiums for many credit institutions.
Even though the Group currently believes that its refinancing risk is small, there is no guarantee that
future refinancing can be obtained on commercially acceptable terms, and this could have a material
adverse impact on the Group's operations, earnings and financial position.
The Group's inability to procure sufficient financing for its property acquisitions or development projects
could adversely affect its ability to expand its business and may result in unexpected costs for the Group.
If such circumstances occur, it could also result in development projects not being completed before the
Group's loan repayments are due, or that such increased costs in the development project not being
covered by the credit facilities in place. If the Group is not able to obtain new financing with respect to its
property acquisitions or development projects, or an extension or increase of existing financing
arrangements, or is only able to obtain such financing on terms that are disadvantageous, it could have a
material adverse impact on the Group's operations, earnings and financial position.
The Group may be forced to refinance its debt or may forfeit secured assets if it fails to meet the
obligations and requirements under its loan agreements and debt securities
The Group is financed from a variety of sources. In total, the Group has loans with 36 banks in different
countries and it has three listed bonds.
The Group has provided security and guarantees for a large proportion of its loans. As at 30 September
2016, the Group had total borrowings, including bonds and bank loans, with a nominal value of SEK
34,389 million, of which SEK 23,796 million was secured. Some of the loan agreements and terms of the
bonds contain financial covenants which, among other things, cover (i) the ownership of the company that
has raised the loan and (ii) the Group's equity ratio and certain other financial ratios. In this context, it
should be noted that some of the Group's financial ratios, at least in the short term, are negatively affected
201864-4-1-v20.0
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70-40635791

Document Outline

#17">Each potential investor in any Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
- #17">(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus;
- #17">(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;
- #17">(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor's currency;
- #17">(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant indices and financial markets; and
- #17">(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
#24">All capitalised terms that are not defined in these terms and conditions (the "Conditions") will have the meanings given to them in the Trust Deed.
- #24">1. Form, Specified Denomination and Title
  - #24">The Bonds are issued in the specified denomination of 100,000 and higher integral multiples of 1,000.
  - #24">The Bonds are represented by registered certificates ("Certificates") and, save as provided in Condition 2(a), each Certificate shall represent the entire holding of Bonds by the same holder.
  - #24">Title to the Bonds shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the "Register"). Except as ordered by a court of competent jurisdiction...
  - #24">In these Conditions, "Bondholder" and "holder" means the person in whose name a Bond is registered.
- #24">2. Transfers of Bonds
  - #24">(a) Transfer
  - #25">(b) Exercise of Options or Partial Redemption in Respect of Bonds
  - #25">(c) Delivery of New Certificates
  - #25">(d) Transfer or Exercise Free of Charge
  - #25">(e) Closed Periods
- #25">3. Status
  - #25">The Bonds constitute (subject to Condition 4) unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds shall, save...
- #26">4. Covenants
  - #26">So long as any Bond remains outstanding (as defined in the Trust Deed), the Issuer:
    - #26">(a) shall not, and the Issuer shall procure that none of its Subsidiaries will, create or permit to subsist any Security Interest (other than a Permitted Security Interest) upon the whole or any part of its present or future undertaking, assets or rev...
    - #26">(b) shall ensure that on 31 December 2016 (the "Initial Calculation Date") and each subsequent date which is three months following the Initial Calculation Date or such subsequent date (each a "Calculation Date") being 30 September, 31 December, 31 Ma...
      - #26">(i) the ratio of Net Interest Bearing Debt to Total Assets does not exceed 0.65 (save that the Issuer shall not be in breach of this Condition 4(b)(i) if, on no more than two consecutive Calculation Dates, the ratio of Net Interest Bearing Debt to Tot...
      - #26">(ii) the ratio of Net Secured Debt to Total Assets does not exceed 0.55; and
      - #26">(iii) the ratio of Adjusted Profit Before Taxes to Total Interest Expenses exceeds 1.40;
    - #26">(c) shall ensure that it does not, and none of its Subsidiaries do, (i) pay any dividend on any of its share capital, (ii) repurchase any of its own share capital, (iii) redeem its share capital or other restricted equity with repayment to shareholder...
      - #26">(i) any Group Company if such Restricted Payment is made to a Group Company and, if made by any Subsidiary which is not directly or indirectly wholly-owned by the Issuer, is made on a pro rata basis;
      - #26">(ii) the Issuer if such Restricted Payment constitutes a dividend, repurchase or redemption in relation to the preference shares in the Issuer, from time to time, and is financed in full by an Equity Contribution; or
      - #26">(iii) the Issuer if, following such Restricted Payment:
        #26">(A) the ratio of Net Interest Bearing Debt to Total Assets does not exceed 0.65; and
        #26">(B) the ratio of Adjusted Profit Before taxes to Total Interest Expenses exceeds 1.50,
- #29">5. Interest
  - #29">(a) Rate of Interest:
  - #29">The Bonds bear interest on their outstanding principal amount from and including 23 November 2016 at the rate of 1.500 per cent. per annum, payable annually in arrear on 23 January in each year (each an "Interest Payment Date") from and including 23 J...
  - #30">(b) Adjustment of rate of interest:
    - #31">(i) in respect of the Interest Period commencing on the Interest Payment Date immediately following the date of the relevant Step Up Event: the Initial Rate of Interest plus the Step Up Margin per annum; and
    - #31">(ii) in respect of the Interest Period commencing on the Interest Payment Date immediately following the date of the relevant Step Down Event: the Initial Rate of Interest.
- #31">6. Redemption and Purchase
  - #31">(a) Final Redemption:
  - #31">(b) Redemption for Taxation:
  - #32">(c) Redemption at the Option of the Issuer:
  - #33">(d) Redemption at the Option of Bondholders:
  - #33">(e) Purchase:
  - #34">(f) Cancellation:
- #34">7. Payments
  - #34">(a) Method of Payment:
    - #34">(i) Payments of principal shall be made (subject to surrender of the relevant Certificates at the specified office of any Transfer Agent or of the Registrar if no further payment falls to be made in respect of the Bonds represented by such Certificate...
  - #34">(b) Payments subject to Laws:
  - #34">(c) Payment Initiation:
  - #35">(d) Appointment of Agents:
  - #35">(e) Delay in Payment: Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due on a Bond if the due date is not a business day, if the Bondholder is late in surrendering or cannot s...
  - #35">(f) Non-Business Days: If any date for payment in respect of any Bond is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In th...
- #35">8. Taxation
  - #35">All payments of principal and interest by or on behalf of the Issuer in respect of the Bonds shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed,...
    - #35">(a) Other connection:
    - #35">(b) Surrender more than 30 days after the Relevant Date
  - #35">Notwithstanding anything to the contrary in these Conditions, none of the Issuer, any paying agent or any other person shall be required to pay any additional amounts with respect to any withholding or deduction imposed on or with respect to any Bond...
  - #36">"Relevant Date" in respect of any Bond means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or...
- #36">9. Events of Default
  - #36">If any of the following events ("Events of Default") occurs, the Trustee at its discretion may, and if so requested by holders of at least one-quarter in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution ...
    - #36">(a) Non-Payment:
    - #36">(b) Breach of Other Obligations:
    - #36">(c) Cross-Default:
    - #36">(d) Enforcement Proceedings:
    - #36">(e) Security Enforced:
    - #37">(f) Insolvency:
    - #37">(g) Winding-up:
    - #37">(h) Authorisation and Consents:
    - #37">(i) Illegality:
    - #37">(j) Analogous Events:
  - #37">provided that in the case of, in relation to the Issuer and any of its Material Subsidiaries, Conditions 9(b), 9(d) and 9(e) and, in relation to the Issuer's Subsidiaries only, Conditions 9(c), 9(f), 9(g) and 9(j), the Trustee shall have certified th...
- #38">10. Prescription
  - #38">Claims against the Issuer for payment in respect of the Bonds shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.
- #38">11. Replacement of Certificates
  - #38">If any Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations or other relevant regulatory authority regulations, at the specified office of the Registrar or such other Transfer Agent...
- #38">12. Meetings of Bondholders, Modification, Waiver and Substitution
  - #38">(a) Meetings of Bondholders:
  - #38">(b) Modification of the Trust Deed:
  - #39">(c) Entitlement of the Trustee:
- #39">13. Enforcement
  - #39">At any time after the Bonds become due and payable, the Trustee may, at its discretion and without further notice, institute such steps, actions or proceedings against the Issuer as it may think fit to enforce the terms of the Trust Deed and the Bond...
- #39">14. Indemnification of the Trustee
  - #39">The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for ...
  - #39">The Trustee may rely without liability to Bondholders on a report, confirmation or certificate or any advice of any accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability...
- #39">15. Further Issues
  - #39">The Issuer may from time to time without the consent of the Bondholders create and issue further securities either having the same terms and conditions as the Bonds in all respects (or in all respects except for the first payment of interest on them)...
- #39">16. Notices
  - #39">Notices to the holders of Bonds shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Any such notice shall...
- #40">17. Contracts (Rights of Third Parties) Act 1999
  - #40">No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Act 1999.
- #40">18. Governing Law and Jurisdiction
  - #40">(a) Governing Law:
  - #40">(b) Jurisdiction:
  - #40">(c) Agent for Service of Process:
- #41">1. Initial Issue of Certificates
  - #41">The Global Certificate will be registered in the name of a nominee (the "Registered Holder") for a common safekeeper for Euroclear and Clearstream, Luxembourg (the "Common Safekeeper") and may be delivered on or prior to the original issue date of th...
  - #41">Upon the registration of the Global Certificate in the name of any nominee for Euroclear and Clearstream, Luxembourg and delivery of the Global Certificate to the Common Safekeeper, Euroclear or Clearstream, Luxembourg will credit each subscriber wit...
- #41">2. Relationship of Accountholders with Clearing Systems
  - #41">Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or any other clearing system ("Alternative Clearing System") as the holder of a Bond represented by a Global Certificate must look solely to Euroclear, Clearstream, Luxemb...
- #41">3. Exchange
  - #41">The following will apply in respect of transfers of Bonds held in Euroclear or Clearstream, Luxembourg or an Alternative Clearing System. These provisions will not prevent the trading of interests in the Bonds within a clearing system whilst they are...
  - #41">Transfers of the holding of Bonds represented by the Global Certificate pursuant to Condition 2(a) may only be made in part:
  - #41">(i) if the relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or
  - #41">(ii) upon or following any failure to pay principal in respect of any Bonds when it is due and payable; or
  - #41">(iii) with the consent of the Issuer,
  - #41">provided that, in the case of the first transfer of part of a holding pursuant to paragraph (i) or (ii) above, the Registered Holder has given the Registrar not less than 30 days' notice at its specified office of the Registered Holder's intention to...
- #41">4. Amendment to Conditions
  - #41">The Global Certificate contains provisions that apply to the Bonds that it represents, some of which modify the effect of the terms and conditions of the Bonds set out in this Prospectus. The following is a summary of certain of those provisions:
  - #42">4.1 Payments
    - #42">All payments in respect of Bonds represented by a Global Certificate will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day ...
  - #42">4.2 Meetings
    - #42">For the purposes of any meeting of Bondholders, the holder of the Bonds represented by the Global Certificate shall (unless the Global Certificate represents only one Bond) be treated as two persons for the purposes of any quorum requirements of a me...
  - #42">4.3 Trustee's Powers
    - #42">In considering the interests of Bondholders while the Global Certificate is held on behalf of, or registered in the name of any nominee for, a clearing system, the Trustee may have regard to any information provided to it by such clearing system or i...
  - #42">4.4 Notices
    - #42">While any Global Certificate is registered in the name of any nominee for a clearing system, then:
      - #42">(a) approval of a resolution proposed by the Issuer or the Trustee (as the case may be) given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operatin...
      - #42">(b) where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution (as defined in the Trust Deed) has been validly passed, the Issuer and the Trustee shall be entitled to rely on consent or instructions given...
        #69">Prospective investors should consult their professional advisers on the tax consequences of buying, holding or selling any Bonds in light of their own particular circumstances, including the effect of the laws of their country of citizenship, residen...
#72">Each Lead Manager has represented and agreed that:
- #72">(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 20...
- #72">(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.
- #74">1. Application has been made to the Irish Stock Exchange for the Bonds to be admitted to the Official List and to trading on the Main Securities Market. It is expected that admission of the Bonds to the Official List and to trading on the Main Securit...
  - #74">The estimated total expenses related to the admission of the Bonds to trading on the Main Securities Market are 5,000.
  - #74">Maples and Calder is acting solely in its capacity as listing agent for the Issuer in connection with the Bonds and is not itself seeking admission of the Bonds to the Official List of the Irish Stock Exchange or to trading on its regulated market fo...
- #74">2. The issue of the Bonds was authorised by a resolution of the Board passed on 26 October 2016 and a resolution of the Finance Committee of the Issuer passed on 16 November 2016.
- #74">3. There has been no significant change in the financial or trading position of the Issuer or of the Group since 30 September 2016 and no material adverse change in the prospects of the Issuer or of the Group since 31 December 2015.
- #74">4. There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during the 12 months preceding the date of this Prospectus, which may have or have had in the...
- #74">5. The Bonds have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems (which are the entities in charge of keeping the records) with a Common Code of 152397585. The International Securities Identification Number (ISIN...
- #74">6. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg.
- #74">7. For as long as the Bonds remain outstanding, electronic copies (and English translations where the documents in question are not in English) of the following documents will be available, during usual business hours on any weekday (Saturdays and pub...
  - #74">(a) the Trust Deed (which includes the form of the Global Certificate and the definitive Certificates);
  - #74">(b) the Memorandum and Articles of Association of the Issuer;
  - #74">(c) the 2014 Financial Statements, the 2015 Financial Statements and the 2016 Interim Financial Statements; and
  - #74">(d) a copy of this Prospectus together with any supplement to this Prospectus or further Prospectus.
- #74">8. Öhrlings PricewaterhouseCoopers AB of Torsgatan 21, SE-113 97 Stockholm, Kingdom of Sweden, regulated by the Supervisory Board of Accountants in the Kingdom of Sweden (Revisorsnämnden) and a member of FAR (the institute for the accountancy professi...
- #74">9. Certain of the Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer and/or its affiliates in the ordinary course of ...