Aroundtown SA €15,000,000,000 Euro Medium Term Note Programme
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OFFERING CIRCULAR Aroundtown SA (a public limited liability company (société anonyme) established under the laws of the Grand Duchy of Luxembourg, having its registered office at 1, Avenue du Bois, L-1251 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B217868) €15,000,000,000 Euro Medium Term Note Programme Under this €15,000,000,000 Euro Medium Term Note Programme (the Programme), Aroundtown SA (the Issuer, and together with its consolidated subsidiaries, Aroundtown and together with its investees, including associates over which the Issuer has significant influence as defined in IAS 28 and that are not subsidiaries, in particular Grand City Properties S.A. (GCP), the Group) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Notes to be issued under the Programme may comprise (i) unsubordinated Notes (Senior Notes) or (ii) dated or undated subordinated Notes (respectively Dated Subordinated Notes and Undated Subordinated Notes and together, Subordinated Notes). The terms and conditions of the Senior Notes and the Subordinated Notes are set out herein under "Terms and Conditions of the Senior Notes" and "Terms and Conditions of the Subordinated Notes" respectively. Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €15,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this offering circular (the Offering Circular) to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". This Offering Circular has been approved as a base prospectus by the Central Bank of Ireland, as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The Central Bank of Ireland only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the Central Bank of Ireland should not be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to Notes that are to be admitted to trading on the regulated market (the Euronext Dublin Regulated Market) of the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) or on another regulated market for the purposes of Directive 2014/65/EU and/or that are to be offered to the public in any member state of the European Economic Area in circumstances that require the publication of a prospectus. Application has been made to Euronext Dublin for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to its official list (the Official List) and trading on the Euronext Dublin Regulated Market. References in this Offering Circular to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and trading on the Euronext Dublin Regulated Market. 1 This Offering Circular (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the EEA). The obligation to supplement this Offering Circular in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Offering Circular is no longer valid. The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. References in this Offering Circular to Exempt Senior Notes are to Notes for which no prospectus is required to be published under the Prospectus Regulation. The Central Bank of Ireland has neither approved nor reviewed information contained in this Offering Circular in connection with Exempt Senior Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under the relevant Terms and Conditions of the Notes) will (other than in the case of Exempt Senior Notes, as defined above) be set out in a final terms document (the Final Terms) which will be delivered to the Central Bank of Ireland and, where listed, Euronext Dublin. Copies of Final Terms in relation to Notes to be listed on Euronext Dublin will also be published on the website of Euronext Dublin. In the case of Exempt Senior Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. The Issuer has been rated BBB+ by S&P Global Ratings Europe Limited (S&P). S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by the rating agency referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Senior Notes) and will not necessarily be the same as the rating assigned (if any) to the Programme by the relevant rating agency. A security 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. Amounts payable on Floating Rate Senior Notes or Subordinated Notes issued under the Programme may be calculated by reference to either the Euro Interbank Offered Rate (EURIBOR) or the London Interbank Offered Rate (LIBOR) as specified in the applicable Final Terms or applicable Pricing Supplement (in the case of Exempt Senior Notes). As at the date of this Offering Circular, ICE Benchmark Administration Limited (as administrator of LIBOR) and European Money Markets Institute (as administrator of EURIBOR) are included in ESMA’s register of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the Benchmarks Regulation). Arranger MORGAN STANLEY Dealers CITIGROUP GOLDMAN SACHS INTERNATIONAL J.P. MORGAN MORGAN STANLEY UBS INVESTMENT BANK The date of this Offering Circular is 4 October 2019 2 IMPORTANT INFORMATION This Offering Circular comprises a base prospectus in respect of all Notes other than Exempt Senior Notes issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. When used in this Offering Circular, Prospectus Regulation means Regulation (EU) 2017/1129. The Issuer accepts responsibility for the information contained in this Offering Circular and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated in it by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on the basis that those documents are incorporated and form part of this Offering Circular. Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents Incorporated by Reference"), the information on the websites to which this Offering Circular refers does not form part of this Offering Circular and has not been scrutinised or approved by the Central Bank of Ireland.