Prospectus (The “Prospectus”), the Notes Are Rated Baa2 by Moody’S Investors Service Limited (“Moody’S”)
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Not for distribution in the United States of America TLG IMMOBILIEN AG (incorporated in Germany as a stock corporation) €600,000,000 1.500% Fixed Rate Standalone Notes due 2026 ISIN XS1843435501, Common Code 184343550 and German Securities Code (WKN) A2TSCS Issue Price: 98.379% TLG IMMOBILIEN AG, with its registered office at Hausvogteiplatz 12, 10117 Berlin, Germany, and registered in the commercial register of the local court (Amtsgericht) of Charlottenburg, Germany, under the docket number HRB 161314 B (the “Issuer” or the “Company”, and together with its consolidated subsidiaries from time to time “TLG”), will issue notes in the aggregate principal amount of €600,000,000 due 2026 (the “Notes”) on May 28, 2019. The Notes will bear interest at a rate of 1.500% per year. The Issuer will pay interest on the Notes annually in arrear on May 28, commencing on May 28, 2020. The Notes, which are governed by the laws of the Federal Republic of Germany (“Germany”), will be issued in a denomination of €100,000 each. The Notes will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. Unless previously redeemed or purchased and cancelled in accordance with the terms and conditions of the Notes (the “Terms and Conditions”), the Notes will be redeemed at par on May 28, 2026 (the “Maturity Date”). The Notes may be redeemed before the Maturity Date, in whole but not in part, at their principal amount, together with accrued interest, if any, notably in the event of any change in taxation or in an event of default, see “Terms and Conditions of the Notes— §6 Redemption—(2) Early Redemption for Reasons of Taxation” and “Terms and Conditions of the Notes—§10 Events of Default”. The Issuer will have the option to redeem the Notes prior to the Maturity Date, in whole but not in part, at their principal amount, together with accrued interest, if any, and a premium, see “Terms and Conditions of the Notes—§6 Redemption−(4) Early Redemption at the Option of the Issuer (Make-Whole)”. If a change of control occurs, each holder of Notes (a “Holder”) will have the option to require the Issuer to redeem or, at the Issuer’s option, repurchase all or part of the Notes held by such Holder at 101% of the principal amount together with accrued interest, if any, see “Terms and Conditions of the Notes—§6 Redemption−(5) Early Redemption at the Option of the Holders upon a Change of Control”. At the date of this prospectus (the “Prospectus”), the Notes are rated Baa2 by Moody’s Investors Service Limited (“Moody’s”). At the date of this Prospectus, the Issuer has a long-term issuer rating of Baa2 (stable outlook) assigned by Moody’s. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. At the date of this Prospectus, Moody’s is established in the European Union, registered under Regulation (EC) no. 1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended (the “CRA Regulation”) and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with the CRA Regulation. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in transactions outside the United States of America (“United States”) to non-U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. The Notes will initially be represented by a temporary global bearer note (the “Temporary Global Note”), without interest coupons. The Notes are issued in new global note form and will be delivered on or around the issue date of the Notes (i.e., May 28, 2019) (the “Issue Date”) to a common safekeeper for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A., Luxembourg (“Clearstream”, and, together with Euroclear, the “Clearing System”). The Temporary Global Note will be exchangeable in whole or in part for a permanent global bearer note (the “Permanent Global Note” and, together with the Temporary Global Note, the “Global Notes”) without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The Global Notes are intended to be eligible collateral for the central banking system for the Euro (the “Eurosystem”) monetary policy. Whether Notes are recognizable as eligible collateral for Eurosystem monetary policy and intra-day credit operations will depend upon satisfaction of the Eurosystem eligibility criteria. Prospective investors should be aware that an investment in the Notes involves risks and that if certain risks, in particular those described under “Risk Factors”, occur, investors may lose all or a substantial part of their investment. This Prospectus has been prepared on the basis that all offers of Notes will be made pursuant to an exemption under Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended (the “Prospectus Directive”), from the requirement to produce a prospectus in connection with offers of securities and is therefore, for the purposes of the offering of the Notes, not a prospectus within the meaning of the Prospectus Directive. Accordingly, any person making or intending to make an offer of Notes which are the subject of the offering contemplated in this Prospectus within the European Economic Area (“EEA”) should only do so in circumstances in which no obligation arises for the Issuer or the Joint Bookrunners to produce a prospectus for such offers. None of the Issuer or the Joint Bookrunners has authorized, nor do they authorize, any offer of Notes through any financial intermediary, other than offers made by the Joint Bookrunners which constitute the final placement of the Notes contemplated in this Prospectus. Application has been made to the Luxembourg Stock Exchange (Bourse de Luxembourg) for the Notes to be listed on the official list of the Luxembourg Stock Exchange (Bourse de Luxembourg) and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) (the “Listing”). The regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments, as amended. Only for purposes of the Listing, this Prospectus constitutes a prospectus within the meaning of the Prospectus Directive (i.e., a prospectus for the admission to trading on a regulated market according to Article 5(3) of the Prospectus Directive). By approving a prospectus, the Commission de Surveillance du Secteur Financier (the “CSSF”) shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer pursuant to Article 7 para. 7 of the Loi relative aux prospectus pour valeurs mobilières. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, Notes in any jurisdiction where such offer or solicitation would be unlawful. The Notes are subject to U.S. tax law requirements and may, subject to certain exceptions, not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and the sale of Notes and on the distribution of this Prospectus, see “Subscription and Sale—Selling Restrictions”. Sole Global Coordinator and Joint Bookrunner J.P. Morgan Joint Bookrunner Credit Suisse The date of this Prospectus is May 20, 2019. [This page has intentionally been left blank.] RESPONSIBILITY STATEMENT The Issuer is solely responsible for the information contained in this Prospectus. The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it is responsible is, to the best of the Issuer’s knowledge, in accordance with the facts and contains no omission likely to affect its import. This Prospectus should be read and understood in conjunction with all documents incorporated by reference. NOTICE This Prospectus should be read and construed with any supplement thereto and with any other documents incorporated by reference in relation to the Notes. The information contained in this Prospectus has been provided by the Issuer and the other sources identified herein. To the fullest extent permitted by law, no representation or warranty is made or implied by J.P. Morgan Securities plc., London, United Kingdom (“J.P. Morgan”), or Credit Suisse Securities (Europe) Limited, London, United Kingdom (“Credit Suisse” and, together with J.P. Morgan, the “Joint Bookrunners”), or any of their respective affiliates, and neither the Joint Bookrunners nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this Prospectus or for any statement purported to be made by or on behalf of the Joint Bookrunners. Investors in the Notes must solely rely on the information contained in this Prospectus. No person has been authorized to provide any information or to make any representation concerning TLG or the Notes (other than as contained in this Prospectus) and, if provided or made, any such information or representation should not be relied upon as having been authorized by the Issuer or the Joint Bookrunners or their respective affiliates.