Six-Eurobond-Prospectus.Pdf
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IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached document and you are advised to read this disclaimer carefully before reading, accessing or making any other use of the attached document. In accessing the 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 the Issuer, the Guarantor or the Managers named herein as a result of such access. The attached document is intended for the addressee only. THE ATTACHED DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE BONDS (THE “BONDS”) REFERENCED IN THE ATTACHED DOCUMENT MAY ONLY BE DISTRIBUTED IN “OFFSHORE TRANSACTIONS” AS DEFINED IN, AND AS PERMITTED BY, THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). ANY FORWARDING, REDISTRIBUTION 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. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF BONDS FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE BONDS AND THE GUARANTEE (AS DEFINED HEREIN) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE BONDS AND THE GUARANTEE (AS DEFINED HEREIN) MAY NOT BE OFFERED OR SOLD EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. Confirmation of your Representation: In order to be eligible to view the attached document or make an investment decision with respect to the Bonds, investors must comply with the following provisions. You have been sent the following document on the basis that you have confirmed to the Issuer, the Guarantor and the Managers named herein, being the senders of the attached document, that you are a person that is outside the United States (within the meaning of Regulation S under the Securities Act) and that you are (a) a relevant person (as defined below) if in the United Kingdom; or (b) outside the United Kingdom (and the electronic mail address that you gave us and to which this e-mail has been delivered are not located in such jurisdictions). By accepting this e-mail and accessing the attached document, you shall be deemed to have made the above representation and that you consent to delivery of such document by electronic transmission. In addition, in the United Kingdom, the attached document is being distributed only to and is directed only at: (a) 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, as amended (the “Order”); (b) high net worth entities falling within Article 49 of the Order; and (c) other persons to whom it may otherwise lawfully be communicated under the Order (all such persons together referred to as “relevant persons”). Any investment or investment activity to which the document relates is available only in the United Kingdom to relevant persons and will be engaged in only with such persons. 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. i Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document has been prepared as the Bonds will not be made available to retail investors in the European Economic Area or the United Kingdom. Neither this electronic transmission nor the attached document constitutes or contains any offer to sell or invitation to subscribe or make commitments for or in respect of any securities in any jurisdiction where such an offer or invitation would be unlawful. This 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 neither the Issuer, the Guarantor, the Managers, the Principal Paying Agent, the Local Paying Agent, nor any person who controls any of them, nor any director, officer, employee or agent of any of them, nor any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between this document distributed to you in electronic format and the hard copy version available to you on request from the Managers. No representation or warranty, expressed or implied, is made or given by or on behalf of the Managers, the Principal Paying Agent, the Local Paying Agent, nor any person who controls any of them, nor any director, officer, employee or agent of any of them, nor any affiliate of any such person, as to the accuracy, completeness or fairness of the information or opinions contained in this document and such persons do not accept responsibility or liability for any such information or opinions. ii SIX FINANCE (LUXEMBOURG) S.A. (incorporated in Luxembourg with limited liability) €650,000,000 0.000 per cent. Guaranteed Bonds due 2 December 2025 guaranteed by SIX Group AG (incorporated in Switzerland with limited liability) Issue Price: 100.045 per cent. The €650,000,000 0.000 per cent. Guaranteed Bonds due 2 December 2025 (the “Bonds”) have been issued by SIX Finance (Luxembourg) S.A. (the “Issuer”) and guaranteed by SIX Group AG (the “Guarantee” and the “Guarantor”, respectively). The Bonds bear interest from 2 December 2020 at a rate of 0.000 per cent. per annum payable annually in arrear on 2 December in each year commencing on 2 December 2021. Payments on the Bonds will be made without deduction for or on account of taxes of Luxembourg or Switzerland to the extent described under “Terms and Conditions of the Bonds — Taxation”. The Guarantor will unconditionally and irrevocably guarantee the due and punctual payment of all amounts at any time becoming due and payable in respect of the Bonds. The Bonds mature on 2 December 2025. However, the Issuer may at its option, redeem all, but not some only, of the Bonds at any time on or after 2 September 2025, at their principal amount together with accrued interest. The Issuer may also, at its option redeem all, but not some only, of the Bonds at any time prior to 2 September 2025, at the Make-Whole Redemption Price together with accrued interest. 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 Luxembourg or Switzerland. See “Terms and Conditions of the Bonds — Redemption and Purchase”. This document constitutes a prospectus (the “Prospectus”) for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of the European Union (the “Prospectus Regulation”) and has been prepared in accordance with, and including the information required by, Annexes 7, 15, 20 and 21 of Delegated Regulation (EU) 2019/980 of 14 March 2019. This Prospectus has been approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (the “CNMV”) in its capacity as competent authority under the Prospectus Regulation. The CNMV 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 either the Issuer or the Guarantor or the quality of the Bonds that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Bonds. Application has been made for the Bonds to be admitted to trading on the Spanish AIAF Fixed Income Securities Market (“AIAF”). The AIAF is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments directive (as amended, “MiFID II”). The denomination of the Bonds is €100,000. The Bonds have been issued in uncertificated, dematerialised book-entry form (anotaciones en cuenta) and are registered with the Spanish Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A., Sociedad Unipersonal (“Iberclear”) as managing entity of the central registry of the Spanish clearance and settlement system (the “Spanish Central Registry”). Consequently, no global certificates have been issued in respect of the Bonds. Clearing and settlement relating to the Bonds, as well as payment of interest and redemption of principal amounts, will be performed within Iberclear's account-based system. Title to the Bonds is evidenced by book entries, and each person shown in the Spanish Central Registry managed by Iberclear and in the registries maintained by the participating entities (entidades participantes) in Iberclear (“Iberclear Members” and each an “Iberclear Member”) as having an interest in the Bonds shall be (except as otherwise required by Spanish law) considered the holder of the principal amount of the Bonds recorded therein (a “Bondholder”). See “Summary of Clearance and Settlement Procedures Applicable to Book- Entry Securities”. The Bonds and the Guarantee have not been, and will not be, registered under the United States Securities Act 1933, as amended (the “Securities Act”).