FOURTH PROSPECTUS SUPPLEMENT DATED 22 DECEMBER 2015 TO THE BASE PROSPECTUS DATED 24 MARCH 2015 KLEPIERRE

Transcription

1 FOURTH PROSPECTUS SUPPLEMENT DATED 22 DECEMBER 2015 TO THE BASE PROSPECTUS DATED 24 MARCH 2015 KLEPIERRE 5,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME (THE PROGRAMME ) This supplement (the "Fourth Prospectus Supplement") is supplemental to, and should be read in conjunction with, the Base Prospectus dated 24 March 2015 (the "Base Prospectus"), as supplemented by the first supplement dated 7 May 2015 (the First Prospectus Supplement ), the second supplement dated 17 September 2015 (the Second Prospectus Supplement ) and the third supplement dated 2 November 2015 (the Third Prospectus Supplement ) prepared in relation to the 5,000,000,000 Euro Medium Term Note Programme of Klépierre (the "Issuer"). The Base Prospectus as so supplemented constitutes a base prospectus for the purpose of the Directive 2003/71/EC as amended (the "Prospectus Directive"). The Autorité des marchés financiers (the "AMF") has granted visa no on 24 March 2015 on the Base Prospectus, visa no on 7 May 2015 on the First Prospectus Supplement, visa no on 17 September 2015 on the Second Prospectus Supplement and visa no on 2 November 2015 on the Third Prospectus Supplement. Application has been made for approval of the Fourth Prospectus Supplement to the AMF in its capacity as competent authority pursuant to Article of its Règlement Général which implements the Prospectus Directive. This Fourth Prospectus Supplement constitutes a supplement to the Base Prospectus for the purposes of Article 16 of the Prospectus Directive and has been prepared for the purposes of updating the section relating to the Recent Developments. Save as disclosed in this Fourth Prospectus Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is material in the context of the Programme since the publication of the Base Prospectus, as supplemented by the First Prospectus Supplement, the Second Prospectus Supplement and the Third Prospectus Supplement. Unless the context otherwise requires, terms defined in the Base Prospectus, the First Prospectus Supplement, the Second Prospectus Supplement and the Third Prospectus Supplement shall have the same meaning when used in this Fourth Prospectus Supplement. To the extent that there is any inconsistency between (a) any statement in this Fourth Prospectus Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the First Prospectus Supplement, the Second Prospectus Supplement and the Third Prospectus Supplement the statements in (a) above will prevail. Copies of this Fourth Prospectus Supplement (a) may be obtained, free of charge, at the registered office of the Issuer during normal business hours, (b) will be available on the website of the Issuer ( (c) will be available on the website of the AMF ( and (d) will be available during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for collection at the offices of the Fiscal Agent so long as any of the Notes are outstanding. 1

2 This Fourth Prospectus Supplement has been prepared pursuant to Article 16.1 of the Prospectus Directive and Article of the AMF s Règlement Général for the purpose of giving information with regard to the Issuer and the Notes to be issued under the Programme additional to the information already contained or incorporated by reference in the Base Prospectus. In accordance with Article 16.2 of the Prospectus Directive, in the case of an offer of Notes to the public, investors who have already agreed to purchase or subscribe for Notes before this Fourth Prospectus Supplement is published have the right, exercisable within two working days after the publication of this Fourth Prospectus Supplement, i.e. until 24 December 2015 to withdraw their acceptances. 2

3 TABLE OF CONTENTS RECENT DEVELOPMENTS 4 PERSONS RESPONSIBLE FOR THE FOURTH PROSPECTUS SUPPLEMENT 11 3

4 RECENT DEVELOPMENTS The section Recent Developments appearing on pages 108 to 110 of the Base Prospectus is supplemented with the following press releases published by the Issuer on December 10, December 14 and December : For immediate release EARLY REPAYMENT OF US PRIVATE PLACEMENTS Paris December 10, 2015 Klépierre announces that it has fully early repaid all of its outstanding US Private Placement notes for a nominal value of 840 million euros and terminated attached cross currency swaps. This financing, issued by Corio in 2007, was denominated in USD (830 million), euros (100 million), and GBP (50 million), posting a 2.7 year weighted average maturity at prepayment date. Total repayment (including mark-to-market, swap unwinding, and termination costs) amounted to 897 million euros. After repayment, Klépierre s consolidated Loan-to-Value ratio remains below its 40% target and the Group s liquidity position stands above 2.5 billion euros. As of today, more than 50% of Corio s outstanding debt has already been refinanced, with an expected positive impact in 2016 of around 15 bps on Klépierre s average cost of debt. Citigroup and Oddo Seydler Corporate Finance were Klépierre s advisors on this transaction. 4

5 ABOUT KLEPIERRE A leading shopping center property company in Europe, Klépierre combines development, rental, property, and asset management skills. Its portfolio is valued at 21.9 billion euros on June It comprises large shopping centers in 16 countries of Continental Europe. Klépierre holds a controlling stake in Steen & Strøm (56.1%), Scandinavia's number one shopping center owner and manager. Klépierre's largest shareholders are Simon Property Group (20.3%), world leader in the shopping center industry and APG (13.6%), a Netherlands-based pension fund firm. Klépierre is a French REIT (SIIC) listed on Euronext ParisTM and Euronext Amsterdam included the EPRA Euro Zone and the GPR 250 indexes. Klépierre will be included in the CAC 40 index effective December 21, Klépierre is also included in several ethical indexes - DJSI World and Europe, FTSE4Good, STOXX Global ESG Leaders, Euronext Vigeo France 20 and Eurozone and is a member of both Ethibel Excellence and Ethibel Pioneer investment registers. Klépierre is also ranked as a Green Star by GRESB (Global Real Estate Sustainability Benchmark). These distinctions mark the Group's commitment to a voluntary sustainable development policy. For more information, visit our website: AGENDA February 9, Full year earnings (press release after market close) April 28, first quarter revenues (press release after market close) INVESTOR RELATIONS CONTACTS Vanessa FRICANO vanessa.fricano@klepierre.com Julien ROUCH julien.rouch@klepierre.com MEDIA CONTACTS Aurélia de LAPEYROUSE adelapeyrouse@brunswickgroup.com Nathalie BAUDON nbaudon@brunswickgroup.com This press release is available on Klépierre s website: *** 5

6 For immediate release KLEPIERRE ENTERS INTO AN AGREEMENT TO ACQUIRE OSLO CITY, DOWNTOWN OSLO S LEADING SHOPPING CENTER Paris December 14, 2015 Klépierre announces that Steen & Strøm, its 56.1% controlled Scandinavian subsidiary, has signed a sale and purchase agreement, jointly with Entra, to acquire Oslo City, a retail and office complex located in the very heart of Norway s capital city, from DNB. The Oslo City shopping center attracts more than 10 million visitors a year and generates among the highest retailer sales per sq.m. in Scandinavia. This acquisition complements Klépierre s strong footprint of leading shopping centers in Scandinavia. The Oslo City building covers 33,000 sq.m. of retail space and 34,000 sq.m. of office space and offers 340 parking spaces. Steen & Strøm and Entra a prominent real estate company focusing on office buildings in the main Norwegian cities and listed on the Oslo stock exchange 1 with the Norwegian State as the largest shareholder are jointly buying this asset from DNB, Norway s largest financial services group. Both partners will acquire the holding company that owns Oslo City for a total consideration of 528 million euros. 2 Steen & Strøm and Entra will then demerge the property into two separate retail and office assets in Following the demerger, Steen & Strøm will fully own the shopping center and half of the parking spaces for a net investment of 344 million euros 2 (3.3 billion NOK). Entra will own the office premises and the other half of the parking spaces. Directly located in Oslo s main transportation hub, Oslo city shopping center features the highest footfall in Norway. The complex is located in a very dense urban area in the immediate vicinity of the Bjorvika office district, Oslo s new Central Business District, and very close to Karl Johans gate, Oslo s main pedestrian retail street. Situated in Oslo s main transportation hub with direct accesses to both Oslo s central railways and bus stations, it is highly accessible. Oslo City also has a dedicated subway station (Jernbanetorget 5 lines) and light rail stops. Large transportation networks, which are currently being built, will reinforce Oslo City s strategic location. The Oslo urban area counts more than 1 million inhabitants with the fastest growing demographic growth forecast (its population is expected to grow 3 by 30% by 2040). In addition, its GDP per capita is one of the highest in Norway, while its unemployment rate is among the lowest in Europe. 1 Ticker ENTRA 2 Based on the NOK/EUR exchange rate of 9.47 as of December 10, 2015 excluding transaction costs 3 Source : Eurostat 6

7 Strong value creation potential ahead Oslo City, a powerful, fully-occupied retail magnet spread over 33,000 sq.m for shoppers and brands, will add approximately 17 million euros to Steen & Strøm s net rental income 4 on an annual basis. It features 76 shops and 8 mid-size units. With average sales per sq.m. reaching 13,000 euros, 5 most units operating in the shopping center rank among the most profitable of their respective network in Norway. Retailers present in the shopping center include leading national, regional and international brands - such as H&M, Superdry, Victoria s Secret, M.A.C, Apple, Clas Ohlson, Cubus, KappAhl, Lindex, Kusmi Tea, Oliviers & Co, and Starbucks. It also hosts a Vinmomopolet and a Meny supermarket. Klépierre will fully deploy its retail know-how to extract additional value and accelerate like-for-like rental growth through the implementation of already identified re-tenanting, specialty leasing, and marketing actions. This acquisition will reinforce Klépierre s leadership position in Scandinavia, where it currently operates a 3.5 billion euro 6 portfolio of 21 shopping centers. Klépierre will also strengthen its presence in one of the most dynamic and wealthiest capital cities in Europe. Closing expected by year-end 2015 Steen & Strøm will be buying 67% of the Oslo City holding company for 344 million euros, and Entra will acquire the remaining 33%. Steen & Strøm, will finance 53% of the acquisition in equity through a capital injection of its shareholders Klépierre and APG, proportionate to their existing stakes and 47% through external debt and available cash. The impact of the transaction on Klépierre s consolidated Loan-to-Value will be limited to circa 50 bps. The closing of the transaction is expected to occur by year-end Based on net rental income projected for Excluding MSU (> 750 sq.m.). 6 Value excluding duties, total share, as of June 30,

8 ABOUT KLEPIERRE A leading shopping center property company in Europe, Klépierre combines development, rental, property, and asset management skills. Its portfolio is valued at 21.9 billion euros on June It comprises large shopping centers in 16 countries of Continental Europe. Klépierre holds a controlling stake in Steen & Strøm (56.1%), Scandinavia's number one shopping center owner and manager. Klépierre's largest shareholders are Simon Property Group (20.3%), world leader in the shopping center industry and APG (13.6%), a Netherlands-based pension fund firm. Klépierre is a French REIT (SIIC) listed on Euronext ParisTM and Euronext Amsterdam included the EPRA Euro Zone and the GPR 250 indexes. Klépierre will be included in the CAC 40 index effective December 21, Klépierre is also included in several ethical indexes - DJSI World and Europe, FTSE4Good, STOXX Global ESG Leaders, Euronext Vigeo France 20 and Eurozone and is a member of both Ethibel Excellence and Ethibel Pioneer investment registers. Klépierre is also ranked as a Green Star by GRESB (Global Real Estate Sustainability Benchmark). These distinctions mark the Group's commitment to a voluntary sustainable development policy. For more information, visit our website: AGENDA February 9, Full year earnings (press release after market close) April 28, first quarter revenues (press release after market close) INVESTOR RELATIONS CONTACTS Vanessa FRICANO vanessa.fricano@klepierre.com Julien ROUCH julien.rouch@klepierre.com MEDIA CONTACTS Aurélia de LAPEYROUSE adelapeyrouse@brunswickgroup.com Nathalie BAUDON nbaudon@brunswickgroup.com This press release is available on Klépierre s website: *** 8

9 For immediate release KLEPIERRE ANNOUNCES SUPERVISORY BOARD CHANGE Paris December 15, 2015 During its meeting held on December 14, 2015, the Supervisory Board of Klépierre acknowledged the resignation of Mrs. Dominique Aubernon of her mandate of member of the Supervisory Board following the disposal by BNP Paribas of its entire stake in the share capital of Klépierre. The Supervisory Board entrusted the Nomination and Compensation Committee with the task of examining the conditions of her replacement. Following this resignation, the Supervisory Board of Klépierre is composed of the following members: Mr David Simon, Chairman Mr John Carrafiell, Independent director Mr Jeroen Drost Mr Bertrand de Feydeau, Independent director Mr Steven Fivel Mr Bertrand Jacquillat, Independent director Mr Stanley Shashoua Mrs Catherine Simoni, Independent director Mrs Rose-Marie Van Lerberghe, Independent director 9

10 ABOUT KLEPIERRE A leading shopping center property company in Europe, Klépierre combines development, rental, property, and asset management skills. Its portfolio is valued at 21.9 billion euros on June It comprises large shopping centers in 16 countries of Continental Europe. Klépierre holds a controlling stake in Steen & Strøm (56.1%), Scandinavia's number one shopping center owner and manager. Klépierre's largest shareholders are Simon Property Group (20.3%), world leader in the shopping center industry and APG (13.6%), a Netherlands-based pension fund firm. Klépierre is a French REIT (SIIC) listed on Euronext ParisTM and Euronext Amsterdam included the EPRA Euro Zone and the GPR 250 indexes. Klépierre will be included in the CAC 40 index effective December 21, Klépierre is also included in several ethical indexes - DJSI World and Europe, FTSE4Good, STOXX Global ESG Leaders, Euronext Vigeo France 20 and Eurozone and is a member of both Ethibel Excellence and Ethibel Pioneer investment registers. Klépierre is also ranked as a Green Star by GRESB (Global Real Estate Sustainability Benchmark). These distinctions mark the Group's commitment to a voluntary sustainable development policy. For more information, visit our website: AGENDA February 9, Full year earnings (press release after market close) April 28, first quarter revenues (press release after market close) INVESTOR RELATIONS CONTACTS Vanessa FRICANO vanessa.fricano@klepierre.com Julien ROUCH julien.rouch@klepierre.com MEDIA CONTACTS Aurélia de LAPEYROUSE adelapeyrouse@brunswickgroup.com Nathalie BAUDON nbaudon@brunswickgroup.com This press release is available on Klépierre s website: *** 10

11 PERSONS RESPONSIBLE FOR THE FOURTH PROSPECTUS SUPPLEMENT Person assuming responsibility for the Fourth Prospectus Supplement Jean-Michel Gault, membre du Directoire Declaration by person responsible for the Fourth Prospectus Supplement After having taken all reasonable measures in this regard, I hereby certify that the information contained or incorporated by reference in the Fourth Prospectus Supplement is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import. Paris, 22 December 2015 Klépierre 26, boulevard des Capucines Paris France duly represented by Jean-Michel Gault, membre du Directoire Autorité des marchés financiers In accordance with Articles L and L of the French Code monétaire et financier and with the General Regulations (Réglement Général) of the Autorité des marchés financiers ( AMF ), in particular Articles to , the AMF has granted to this Fourth Prospectus Supplement the visa no on 22 December This Fourth Prospectus Supplement and the Base Prospectus may only be used for the purposes of a financial transaction if completed by Final Terms. It was prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L I of the French Code monétaire et financier, the visa was granted following an examination by the AMF of "whether the document is complete and comprehensible, and whether the information it contains is coherent". It does not imply that the AMF has verified the accounting and financial data set out in it. This visa has been granted subject to the publication of Final Terms in accordance with Article of the AMF's General Regulations, setting out the terms of the securities being issued 11