MERLIN PROPERTIES, SOCIMI, S.A. (Incorporated and Registered in Spain Under the Spanish Companies Act) €6,000,000,000 Euro Medium Term Note Programme
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BASE PROSPECTUS MERLIN PROPERTIES, SOCIMI, S.A. (Incorporated and registered in Spain under the Spanish Companies Act) €6,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this base prospectus (the “Programme”), Merlin Properties, SOCIMI, S.A. (the “Issuer” or the “Company”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). The aggregate nominal amount of Notes outstanding under the Programme will not at any time exceed Euro 6,000,000,000 (or the equivalent in other currencies), subject to increase as provided herein. Notice of the aggregate nominal amount of Notes, interest payable in respect of Notes and the issue price of Notes will be set out in the Final Terms, which will also complete information set out in the terms and conditions (the “Terms and Conditions of the Notes” or the “Conditions”) applicable to each Tranche, as required. Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme for the period of 12 months from the date of this base prospectus (the “Base Prospectus”) to be admitted to the official list of the Luxembourg Stock Exchange (the “Official List”) and to be admitted to trading on the Luxembourg Stock Exchange’s regulated market. References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market. 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 on markets in financial instruments, as amended (“MiFID II”). The Programme provides for Notes to be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s). The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market (or any other stock exchange). Copies of the Final Terms in relation to the Notes to be listed on the Official List will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The CSSF only approves this Base 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 either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. The CSSF assumes no responsibility as to the economic and financial soundness of the issue of any Notes or the quality or solvency of the Issuer in line with the provisions of article 6(4) of the Luxembourg Act dated 16 July 2019 relating to prospectuses for securities. Each Series (as defined in “General Description of the Programme – Method of Issue”) of Notes will be represented on issue by a temporary global note in bearer form (each a “temporary Global Note”) or a permanent global note in bearer form (each a “permanent Global Note” and together with the temporary Global Notes, the “Global Notes”). If the Global Notes are stated in the applicable Final Terms to be issued in new global note (“NGN”) form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”). Global Notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the “Common Depositary”). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Overview of Provisions Relating to the Notes while in Global Form”. Tranches of Notes will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union (the “EU”) and registered under Regulation (EC) 1060/2009 on credit rating agencies (the “CRA Regulation”) will be disclosed in the relevant Final Terms. A list of rating agencies registered under the CRA Regulation can be found at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. 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. This Base Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months from 25 March 2021 (i.e., until 25 March 2022). The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Base Prospectus. Arranger for the Programme SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING Dealers BBVA BANCO SABADELL BANKINTER BNP PARIBAS CAIXABANK CITIGROUP CRÉDIT AGRICOLE CIB CREDIT SUISSE GOLDMAN SACHS BANK EUROPE SE HSBC ING IMI – INTESA SANPAOLO J.P. MORGAN MEDIOBANCA NATIXIS SANTANDER SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING The date of this Base Prospectus is 25 March 2021 2 TABLE OF CONTENTS Page IMPORTANT NOTICES ................................................................................................................................... 4 GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 9 RISK FACTORS ...............................................................................................................................................14 DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................41 TERMS AND CONDITIONS OF THE NOTES ..............................................................................................44 OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......................78 USE OF PROCEEDS ........................................................................................................................................84 INFORMATION ON THE COMPANY ...........................................................................................................85 INFORMATION ON THE GROUP..................................................................................................................90 INFORMATION ON THE SPANISH SOCIMI REGIME ..............................................................................101 TAXATION .....................................................................................................................................................105 SUBSCRIPTION AND SALE ........................................................................................................................ 112 FORM OF FINAL TERMS ............................................................................................................................. 117 GENERAL INFORMATION ..........................................................................................................................131 DEFINITIONS ................................................................................................................................................134 3 IMPORTANT NOTICES This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation. The Issuer accepts responsibility for the information contained in this Base Prospectus and any applicable Final Terms. To the best of the knowledge of the Issuer the information contained in this Base Prospectus and the Final Terms is in accordance with the facts and the Base Prospectus (in respect of any Notes, this Base Prospectus as completed by the applicable Final Terms) makes no omission likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference in accordance with Article 19 of the Prospectus Regulation (see “Documents Incorporated by Reference”). Copies of the Final Terms will be available, free of charge, from the registered office of the Issuer and the specified office of the Fiscal Agent set out below. In this Base Prospectus, references to the “Group”, “us”, “we” or “our” are to the Issuer and its subsidiaries (including associates) taken as a whole. No person has been authorised to give any information or to make any representation other than those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in “General Description