Obligation Neo Immo Holding S.A 2.75% ( FR0013462728 ) en EUR

Neo Immo Holding S.A

100 % ▲

France

FR0013462728 ( en EUR )

2.75% par an ( paiement annuel )

26/11/2026 - Obligation échue

Prospectus brochure de l'obligation New Immo Holding S.A FR0013462728 en EUR 2.75%, échue

100 000 EUR

300 000 000 EUR

New Immo Holding S.A. est une société immobilière dont l'activité principale est l'investissement, le développement et la gestion de biens immobiliers, principalement en Suisse.

L'Obligation émise par Neo Immo Holding S.A ( France ) , en EUR, avec le code ISIN FR0013462728, paye un coupon de 2.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/11/2026

Prospectus dated 22 November 2019

Ceetrus
300,000,000 2.750 per cent. Notes due 26 November 2026
________________________
Issue Price: 99.730 per cent.
________________________
The 300,000,000 2.750 per cent. notes due 26 November 2026 (the "Notes") of Ceetrus (the "Issuer") will be issued on
26 November 2019 (the "Issue Date").
Interest on the Notes will accrue from, and including, the Issue Date at the rate of 2.750 per cent. per annum, payable
annually in arrear on 26 November in each year, and for the first time on 26 November 2020 for the period from (and
including) the Issue Date to (but excluding) 26 November 2020, as further described in "Terms and Conditions of the Notes
Interest".
Unless previously redeemed or purchased and cancelled, in accordance with the terms and conditions of the Notes, the Notes
will be redeemed at their principal amount on 26 November 2026 (the "Maturity Date"). The Notes may, and in certain
circumstances shall, be redeemed before the Maturity Date, in whole only, but not in part, at their principal amount, together
with any accrued interest thereon, in the event that certain French taxes are imposed (see "Terms and Conditions of the Notes
Redemption and purchase Redemption for taxation reasons"). Noteholders (as defined in "Terms and Conditions of the
Notes") will be entitled, in the event of a Rating Downgrade which occurs or has occurred as a result of a Change of Control
(as defined in "Terms and Conditions of the Notes") of the Issuer, to request the Issuer to redeem all or part of their Notes at
their principal amount, together with any accrued interest thereon (see "Terms and Conditions of the Notes Redemption and
purchase Redemption following a Change of Control"). In addition, the Issuer may redeem all, but not some only, of the
Notes then outstanding (i) at any time prior to the Maturity Date, in the event that at least eighty per cent. (80%) of the initial
aggregate principal amount of the Notes has been redeemed or purchased at their principal amount, together with accrued
interest to, but excluding the date fixed for redemption (see "Terms and Conditions of the Notes Redemption and purchase
Clean-up Call Option") and/or (ii) no earlier than three (3) months before the Maturity Date at their principal amount,
together with accrued interest to, but excluding the date fixed for redemption (see "Terms and Conditions of the Notes
Redemption and purchase Residual Maturity Call Option"). The Issuer may also redeem, in whole or in part, the
outstanding Notes any time prior to the Maturity Date at their relevant Make-whole Redemption Amount (see "Terms and
Conditions of the Notes Redemption and purchase Early redemption at the Make-whole Redemption Amount").
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of 100,000 each. Title to the Notes
will be evidenced by book entries (inscription en compte) in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of
the French Code monétaire et financier. No physical document of title (including certificats représentatifs pursuant to Article
R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue, be
inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders. "Account Holder" shall
mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear
France and includes Euroclear Bank SA/NV and the depositary bank for Clearstream Banking, S.A.
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 6.3 of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017, on the prospectus to be published when securities are offered to
the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as
competent authority in Luxembourg for the purposes of the Luxembourg act dated 16 July 2019 relating to prospectuses for
securities (loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières) (the "Luxembourg Law on Prospectuses
for securities"), for approval of this Prospectus.
The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the quality of the
securities that are the subject of this Prospectus in accordance with Article 6(4) of the Luxembourg Law on Prospectuses for
securities. Investors should make their own assessment as to the suitability of investing in the securities.
This Prospectus is valid until the date of admission of the Notes to trading on the Luxembourg Stock Exchange, i.e.
26 November 2019. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or
material inaccuracies does not apply when the Prospectus is no longer valid.
Application has been made to the Luxembourg Stock Exchange for Notes described in this Prospectus to be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive

2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended,
appearing on the list of regulated markets issued by the European Securities Markets Authority (the "ESMA").
The Notes have been assigned a rating of BBB- by Standard & Poor's Credit Market Services France S.A.S. The long-term
debt of the Issuer has been assigned a rating of BBB- (outlook negative) by Standard & Poor's Credit Market Services France
S.A.S. As of the date of this Prospectus, Standard & Poor's Credit Market Services France S.A.S is established in the
European Union and registered under Regulation (EC) no. 1060/2009 of the European Parliament and of the Council on
credit rating agencies dated 16 September 2009, as amended (the "CRA Regulation"). As such, Standard & Poor's Credit
Market Services France S.A.S is included in the list of registered credit rating agencies published by the European Securities
and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance
with the CRA regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
So long as any of the Notes is outstanding, copies of this Prospectus and the documents incorporated by reference herein will
be available and obtainable, free of charge, at the specified office of the Issuer and will be available on the websites of the
Issuer (https://www.ceetrus.fr) and the Luxembourg Stock Exchange (www.bourse.lu).
See the "Risk Factors" section for a description of certain factors which should be considered by prospective investors
prior to any investment in the Notes.
Global Coordinators and Green Structurors
BNP Paribas
Natixis

Joint Lead Managers
BNP Paribas
Crédit Agricole Corporate and Investment Bank
ING
Natixis
Société Générale Corporate & Investment Banking

2

This Prospectus has been prepared for the purpose of giving information with respect to the Issuer and the
Issuer and its Subsidiaries taken as a whole (the "Ceetrus Group") and the Notes which is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position and profit and losses of
the Issuer as well as the rights attached to the Notes.
This Prospectus is to be read and construed in conjunction with all the documents which are incorporated by
reference herein (see "Documents incorporated by reference").
BNP Paribas and Natixis (the "Global Coordinators and Green Structurors") and Crédit Agricole Corporate
and Investment Bank, ING Bank N.V., Belgian Branch and Société Générale (together with the Global
Coordinators and Green Structurors, the "Joint Lead Managers" or the "Managers") have not separately
verified the information contained or incorporated by reference in this Prospectus. Accordingly, the Joint Lead
Managers do not make any representation, express or implied, or accept any responsibility, with respect to the
accuracy or completeness of any of the information contained or incorporated by reference in this Prospectus.
Neither this Prospectus nor any other information supplied in connection with the offering of the Notes is
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by, or on behalf of, any of the Issuer or the Joint Lead Managers that any recipient of this
Prospectus or any other financial statements should purchase the Notes.
No person is authorised to give any information or to make any representation related to the issue, offering or
sale of the Notes not contained or incorporated by reference in this Prospectus. Any information or
representation not so contained or incorporated by reference herein must not be relied upon as having been
authorised by, or on behalf of, the Issuer or the Joint Lead Managers. The delivery of this Prospectus or any
offering or sale of Notes at any time does not imply (i) that there has been no change with respect to the Issuer
or the Ceetrus Group since the date hereof and (ii) that the information contained or incorporated by reference
in it is correct as at any time subsequent to its date.
This Prospectus and any other information relating to the Issuer or the Notes should not be considered as an
offer, an invitation or a recommendation by any of the Issuer or the Joint Lead Managers to subscribe or
purchase the Notes. Each prospective investor of Notes should determine for itself the relevance of the
information contained or incorporated by reference in this Prospectus and its purchase of Notes should be based
upon such investigation as it deems necessary. The Joint Lead Managers do not undertake to review the
financial or general condition of the Issuer during the life of the arrangements contemplated by this Prospectus
nor to advise any investor or prospective investor in the Notes of any information coming to its attention.
Investors should review, inter alia, the documents incorporated by reference into this Prospectus when deciding
whether or not to subscribe for or to purchase the Notes. Investors should in particular conduct their own
analysis and evaluation of risks relating to the Issuer, the Ceetrus Group, their business, their financial
condition and the issued Notes and consult their own financial or legal advisers about risks associated with an
investment in the Notes and the suitability of such an investment in light of their particular circumstances.
Prospective investors should read carefully the section entitled "Risk Factors" set out in this Prospectus before
making a decision to invest in the Notes.
The distribution of this Prospectus and the offering or the sale of the Notes in certain jurisdictions may be
restricted by law or regulation. The Issuer and the Joint Lead Managers do not represent that this Prospectus
may be lawfully distributed, or that any Notes may be lawfully offered or sold, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution, offering or sale. In particular, no action has
been taken by the Issuer or the Joint Lead Managers which is intended to permit a public offering of any Notes
or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no
Note may be offered or sold, directly or indirectly, and neither this Prospectus nor any offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Prospectus comes are required by the
Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a
further description of certain restrictions on offers and sales of Notes and distribution of this Prospectus and of
any other offering material relating to the Notes, see "Subscription and Sale" below.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United
States. The Notes are being offered outside the United States in reliance on Regulation S under the Securities Act
("Regulation S") and may not be offered, sold or delivered within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S).
3

In connection with the issue of the Notes, BNP Paribas (the "Stabilising Manager") (or any person acting on
behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end
no later than the earlier of thirty (30) calendar days after the Issue Date of the Notes and sixty (60) calendar
days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by
the relevant Stabilising Manager (or person acting on behalf of any Stabilising Manager) in accordance with all
applicable laws and rules.
This Prospectus includes or incorporates by reference forward-looking statements. All statements other than
statements of historical facts included or incorporated by reference in this Prospectus, including, without
limitation, those regarding the Issuer's financial position, business strategy, plans and objectives of management
for future operations, are forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements
of the Issuer, or industry results, to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding the Issuer's present and future business strategies and the environment in
which the Issuer will operate in the future. The Issuer expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement contained herein to reflect any
change in the Issuer's expectations with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
The tax legislation of the investors' member state and of the issuer's country of incorporation may have an
impact on the income received from the Notes.
In this Prospectus, references to "", "EURO", "EUR" or to "euro" are to the lawful currency of the member
states of the European Union that adopt the single currency in accordance with the Treaty establishing the
European Community, as amended.
NOTICE
The Notes should only be purchased by qualified investors who are able to assess the specific risks implied by an
investment in the Notes, or who act on the advice of financial institutions.
Prospective investors should make their own independent evaluations of all investment considerations and
should also read the detailed information set out elsewhere in this Prospectus.
AN INVESTMENT IN THE NOTES MIGHT NOT BE SUITABLE FOR ALL INVESTORS
Each potential investor in the Notes must determine the suitability of that investment in light of such investor's
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to properly assess the Notes, the merits and risks of investing in
such Notes and the information contained or incorporated by reference in this Prospectus;
(ii)
have access to and knowledge of appropriate analytical tools to evaluate, in the context of its particular
financial situation and sensitivity to the risk, an investment in the Notes and the impact the Notes might
have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all the risks of an investment in the Notes,
including any currency exchange risk when the currency in which payment of principal or interests is to
be made is different from that of the prospective investor;
(iv)
understand thoroughly the terms of the Notes and related risks and be familiar with the behaviour of the
financial markets and any relevant indices;
(v)
be able to assess (either alone or with the help of a financial adviser) possible changes in the economy,
rates of interest or in other factors that may affect its investment and its ability to bear the applicable
risks; and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
In addition, some potential investors are subject to restricting investment regulations. These prospective
investors should consult their legal counsel in order to determine whether an investment in the Notes is
4

authorised by law, whether such investment is compatible with their other borrowings and whether other selling
restrictions are applicable to them.
IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as
amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU of the European
Parliament and of the Council of 20 January 2016 on insurance distribution (as amended), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, in
such case, no key information document required by Regulation (EU) no. 1286/2014 of the European Parliament
and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based
investment products (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the
Guidelines published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the Notes 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.

5

TABLE OF CONTENTS

RISK FACTORS ............................................................................................................................................................... 7
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ......................... 16
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................... 17
TERMS AND CONDITIONS OF THE NOTES .......................................................................................................... 20
USE OF PROCEEDS ...................................................................................................................................................... 33
DESCRIPTION OF THE ISSUER ................................................................................................................................ 34
SUBSCRIPTION AND SALE ........................................................................................................................................ 51
GENERAL INFORMATION ........................................................................................................................................ 53

6

RISK FACTORS
The following are risk factors which the Issuer believes are specific to the Issuer, the Ceetrus Group and/or the
Notes and material for the purpose of assessing the market risk associated with the Notes and/or may alter its
ability to fulfil its obligations under the Notes towards investors and of which prospective investors should be
aware.
In each category below the Issuer sets out the most material risks, in its assessment, taking into account the
negative impact of such risks and the probability of their occurrence.
Prior to making an investment decision, prospective investors in the Notes should consider carefully all of the
information contained and/or incorporated by reference in this Prospectus, including in particular the risk
factors detailed below which the Issuer believes represent the principal risks relating to the Issuer and the Notes.
Prospective investors should make their own independent evaluations of all risk factors and should also read the
detailed information set out elsewhere in this Prospectus.
All of these factors are contingencies which are unpredictable and 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. Additional risks not included in
the risk factors below, e.g. because they are now immaterial or not currently known by the Issuer, may result in
material risks in the future.
Furthermore, investors should be aware that the risks described may be combined and thus interrelated with one
another.
Terms defined in the "Terms and Conditions of the Notes" section of this Prospectus shall have the same
meaning where used below.
1.
RISKS RELATED TO THE ISSUER
The paragraphs 1) to 4) below describe the Ceetrus Group's major risks, which could have a material adverse
impact on inter alia its business or results (or its ability to achieve its objectives) and/or a significant likelihood
to occur. The materiality of the risks has been assessed based on the probability of their occurrence and the
expected magnitude of their negative impact on the Issuer and the Ceetrus Group. They are classified by
importance (decreasing in magnitude).
1) Macroeconomic and industry risks
The Ceetrus Group is exposed to risks relating to an adverse change in macro-economic factors which may have
an adverse effect on its business
The Ceetrus Group's commercial real estate assets comprise approximately 295 assets (as of 31 December 2018,
divided in shopping centres 76% of the global valuation, retail parks 12%, land 6%, offices 4% and
others 2%) located in Western Europe and Eastern Europe, representing a total value of approximately 8.0
billion.
The Ceetrus Group's business development activities and asset valuations could be significantly affected by a
changing political environment or by unfavourable changes in the principal macroeconomic factors in the
countries where it operates, such as (most importantly) growth (or contraction) in gross domestic product,
employment trends, inflation, purchasing power and consumer spending, decreases in indices used as the basis
for rent adjustments (such as the French commercial lease index indice des loyers commerciaux), increased
interest rates and access to financing by potential real estate buyers.
Unfavourable changes in the above economic factors could impact the Ceetrus Group's business, financial
condition and results of operations and may heighten the potential for realisation of one or more of the following
risks:
-
a reduced ability to lease space in its assets;
-
impaired financial condition of its tenants, co-ownership partners or joint venture partners;
-
reduced rental income;
-
adverse movements in the valuation of its assets; and
-
reduced ability to undertake its development and redevelopment activity.
7

Recessionary and low growth conditions in the Ceetrus Group main markets could adversely affect the Ceetrus
Group
As of 31 December 2018, around 52% of the appraisal value of the Ceetrus Group's real estate assets are located
in France. The concentration of the Ceetrus Group's assets in France means that a significant downturn in
economic conditions in France would have a greater impact on the Ceetrus Group's results and financial position
than those of a real estate company whose property portfolio is more widely spread over Europe or
internationally.
In particular, a fall in market rents in France would result in a fall in the Ceetrus Group's rental income in the
medium-term. The Ceetrus Group also owns and operates shopping centres in other countries (including Spain
and Italy). These countries may have different risk profiles from those of the French market, in particular in
terms of their respective economic conditions and regulatory frameworks. Sub-optimal management of these
risks could have an adverse impact on the Ceetrus Group's activities and financial situation.
The negative consequences of an economic downturn in France, Spain and Italy, in particular a decrease in
purchasing power and consumer confidence, could lead consumers to delay or reduce expenditure on the
products and services offered in the shopping centres operated by the Ceetrus Group. This could lead to a fall in
the variable portion of rents, a restriction on recruiting new retail brands and an increase in unpaid rents and
which in turn might have a material adverse effect on the business, financial condition and results of operations
of the Ceetrus Group.
Changes in consumer shopping patterns and preferences, including as a result of the growth of e-commerce,
may lead to a decline in consumer consumption at the Ceetrus Group properties
A significant portion of the Ceetrus Group's revenues depend on rental income from tenants whose ability to pay
rent depends on their ability to generate and maintain retail sales which are subject to rapid and occasionally
unpredictable changes in consumer sentiment or preferences, including changes to economic conditions, interest
rates, levels of disposable income and consumer confidence. If the Ceetrus Group, or its tenants fails to respond
to changing consumer sentiment or preferences, this may result in a decline in its rental income and financial
performance.
Consumer spending may become increasingly directed to alternative retail channels, such as "big box" shopping
centres, catalogues, video and home shopping networks, direct mail order, telemarketing, e-commerce websites
and mobile applications. A shift in consumer spending towards alternative retail channels may lead to a decline
in consumer traffic in the Ceetrus Group's properties, which could result in, among other things, a decline in the
revenue of its tenants and in a decline in demand for retail space at the Ceetrus's Group properties, each of which
could have an adverse impact on its business, financial condition and the results of operations.
2) Legal and regulatory risks
Regulatory issues and changes in laws could adversely affect the Ceetrus Group's income or impose significant
costs or liabilities on it
The Ceetrus Group is subject to regulations on commercial leases in conducting its business. In France,
contractual provisions on the length of the lease, termination, invalidity, renewal and rent indexation may qualify
as public policy (ordre public) provisions. Those provisions may limit the conditions under which property
owners may increase rent to align it with market rates or to maximise rental income, which may impact the
Ceetrus Group's income.
In addition, rent under certain types of leases may be revised only every three years, evictions for non-payment
of rent may be subject to significant delays, and the validity of leases that include floors on indexation may be
challenged.
More generally, the Ceetrus Group is subject to a broad array of stringent regulations, particularly in the field of
environmental laws. For instance, under certain environmental laws, current or former owners or operators of
property may become liable for costs and damages resulting from soil or water contaminated by hazardous
substances (for example, as a result of leaking underground storage tanks).
Failure to comply with laws, rules and regulations or standards to which the Group is subject in different
countries it is operating in, Europe and internationally may result in significant unforeseen costs to the Ceetrus
Group, or impair the Ceetrus Group's ability to sell or rent property or to borrow money using contaminated
property as collateral, on terms acceptable to the Ceetrus Group or at all.
Finally, current and future environmental laws could impose significant costs or liabilities on the Ceetrus Group.
8

Corruption and unethical business practices carried out by employees or third parties in the conduct of business
could, in certain circumstances, adversely affect the Ceetrus Group's reputation, business and financial
condition.
Some of the countries (e.g. Russia, Ukraine, Romania) in which the Ceetrus Group operates are ranked as having
high levels of corruption. The real estate industry is particularly susceptible to a range of corrupt practices as it
requires government approvals and necessitates large investments.
In France, Law no. 2016-1691 dated 9 December 2016 relating to transparency, fighting corruption and
modernising economic life (relative à la transparence, à la lutte contre la corruption et à la modernisation de la
vie économique) (also known as the "Sapin II Law") requires companies to take measures to prevent and
identify acts of corruption or insider dealing, which is enforced by the French Anti-Corruption Agency under the
Sapin II Law and may also result in administrative or criminal penalties. However, actual or perceived
corruption or unethical business practices may damage the perception of the Ceetrus Group and result in
financial penalties. They may significantly impact the Ceetrus Group's reputation, business and financial
condition.
Risks relating to regulations on urban development and shopping centre construction, safety and operation
The Issuer's activities are subject to planning regulations and regulations which authorise commercial operations.
Those regulations may vary significantly depending on the political environment and the general orientation of
local, regional and national policies. On some of these projects (such as the current transformation project of the
Gare du Nord), the Ceetrus Group is exposed to regulatory factors over which political authorities have a
significant influence. In addition to administrative sanctions for failing to comply with these requirements fines
and criminal sanctions may also be imposed, depending on the jurisdiction.
For example, properties which are open to the public, such as shopping centres are subject to fire safety
regulations. The authorities will only authorise sites to open if they have been certified as being safe by the
relevant fire authority.
Any regulatory change concerning planning or safety requirements for establishments open to the public which
increases the restrictions or constraints on for example, shopping centre development could limit the Issuer's
growth in opportunities and outlook. Conversely, any easing of commercial zoning regulations could depress the
value of the Issuer's real estate assets.
The Issuer, its suppliers, and subcontractors are also bound to comply with various regulations which, if
modified, could have significant financial consequences. Tougher building codes, safety regulations, or criteria
for obtaining planning permission, building permits and commercial licenses could also have a negative impact
on the Issuer's margins and operating profit by raising operating expenses and maintenance and improvement
costs.
3) Operational risks
The level of consumer traffic in the Ceetrus Group's shopping centres relies on the presence and appeal of the
Auchan group's hypermarkets
The Ceetrus Group benefits from the presence, and therefore image and reputation, of the Auchan group's
hypermarkets for a large majority of the shopping centers it operates. The presence of these hypermarkets under
the Auchan group brand is a major factor in the attractiveness of the adjoining shopping centers and contributes
significantly to visitor traffic, which benefits all of the Ceetrus Group's tenant retailers.
A loss of brand strength on the part of Auchan would likely have a material adverse effect on footfall at the
Ceetrus Group's shopping centres and on the business of its tenant retailers and, in turn, on the total rental
income from certain shopping centres and therefore on the Ceetrus Group's financial condition.
The Ceetrus Group is exposed to risks related to renovation, restructuring and expansion projects relating to its
shopping centres
In connection with its strategy to renovate and develop its property portfolio, the Ceetrus Group conducts
renovation, restructuring and expansion projects at its shopping centres. These projects are subject to a number
of risks, including the following:
-
the administrative authorisations requested by the Ceetrus Group or its partners that are required for
renovations and expansions may be delayed or refused altogether;
-
the Ceetrus Group may not obtain financing for its projects on terms which are satisfactory;
9

-
the Ceetrus Group's projects could require third-party consents, such as from other property owners,
anchor retailers, creditors or its development partners, and these consents might not be granted;
-
rental income may be lower than initially budgeted or expected. Pre-let leases signed with retail brands
might not be honoured on their initial terms and the Ceetrus Group could encounter difficulties in letting
space which has not been leased in the pre-letting phase; and
-
the cost of renovating the assets could turn out to be higher than initial valuations. Renovation phases
might be longer than estimated and technical difficulties or execution delays could occur due to the
complexity of certain projects.
The occurrence of the above risks may lead to delays or cancellations of projects and investments or completion
at a higher cost than initially budgeted which may, in turn, impact the Ceetrus Group's business and financial
condition.
In addition, while the Ceetrus Group intends to continue to offer a high-quality experience and clean sites to
satisfy both its tenants' and customers' expectations, this requires regular expenditures and investments. Any
prolonged and significant dissatisfaction by its customers could affect the Ceetrus Group's reputation and appeal
for the retail brands currently present or lead to lower footfall at its sites, and thus have a material adverse effect
on the Ceetrus Group's activities and financial situation.
Terrorist attacks and similar events
Terrorist attacks and similar events may target the Ceetrus Group's shopping centres (some of which receive a
significant number of visitors) which could result in a decrease in visitor traffic, increased security costs at the
Ceetrus Group's sites and damage to the Ceetrus Group's image. More generally, terrorist attacks and similar
events may create economic and political uncertainties that are difficult to predict and that could have a negative
impact on the business, financial condition and results of operations of the Ceetrus Group. The shopping centres
could also be affected by natural disasters such as floods and fires, which could render sites inaccessible or in
need of significant reconstruction. Such events, especially if the Ceetrus Group's insurance policies did not cover
all the related damage, could have a material adverse effect on the Ceetrus Group's business, financial condition
and results of operation.
The Ceetrus Group is exposed to risks relating to information systems
The Ceetrus Group uses a number of information tools and communications and information systems that play
an essential role in the conduct of its business, such as for the invoicing of rent and for financial and accounting
management. Any failure, interruption or compromise of the information systems or loss of data could lead to
failures or interruptions in the Ceetrus Group's business, generating significant costs to recover data.
The Ceetrus Group's information systems may also be the target of external attacks or malicious acts of any kind,
which could have consequences such as injury to persons and damage to property. The Ceetrus Group could be
held liable if measures in place to prevent such attacks are judged to be inadequate.
A malicious attack may have a negative impact on the Ceetrus Group's operational activity and business and
could cause interruptions to business.
The Ceetrus Group might be unable to retain the members of its management team and to attract and retain
qualified employees
The Ceetrus Group depends on the commitment and expertise of its senior corporate executives. The Ceetrus
Group's management is composed of experienced executives and employees chosen for their proven skill and
expertise in managing shopping centres.
The Ceetrus Group's management team has significant experience in the industry, and the Ceetrus Group's
success depends in part on the contributions of this team. The loss of any member of the Ceetrus Group's
management could adversely impact its ability to develop and implement an effective business plan, and the
Ceetrus Group might be unable to find suitable replacements. The loss of the Ceetrus Group's key employees
could also lead to losses of technical or specific skills, which could slow or alter certain businesses or projects. In
this context, the Ceetrus Group would have to recruit new qualified employees to develop its businesses and, if
necessary, train them to familiarise them with the Ceetrus Group's specific issues and constraints. Any inability
by the Ceetrus Group to retain highly qualified personnel or to attract new employees and to train them could
reduce the effectiveness of its organisation and its ability to execute its strategy.
10