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I.

Bond Quotation

Valor symbol SPS16 Year 2016


Valor number 32'811'156 Remaining life in years 0.0000
ISIN CH0328111569 Payment 16.06.2016
Trading currency CHF Coupon 0.250%
Exchange SIX Swiss Exchange Trading 14.06.2016 -
14.06.2023
Product type Bonds - CHF
Domestic Security type Convertible bond
Maturity 16.06.2023 Denomination 5'0005'000
Earliest redemption 16.06.2023 Nominal amount 250'000'000 CH
F
Smallest tradeable unit

Swiss Prime Site AG issued a convertible bond as at 16 June 2016, amounting to CHF
250.000 million with a term to maturity of seven years and coupon rate of 0.25 per cent per
annum, payable annually in arrears on 16 June of each year, commencing on 16 June 2017,
calculated on a 30E/360 basis. Each individual bond with a nominal value of CHF 0.005 million
can be converted into registered shares of the Company at any time between 27 July 2016 and
7 June 2023. The newly issued bonds are secured by conditional capital. A convertible
bond gives the holder the right to convert or exchange the par amount of the bond for
common shares of the issuer at some fixed ratio during a particular period. As bonds, they have
some characteristics of fixed income securities; their conversion feature also gives them
features of equity securities.
The chart shown above is the price movement of the bond since the issuance on
16 June 2016 until the present date, 29 September 2016. The Bonds will be issued as
uncertificated securities (Wertrechte) in accordance with article 973c of the Swiss Code of
Obligations and registered in the main register (Hauptregister) with SIX SIS Ltd (SIS)
Application for the listing and trading of the Bonds according to the Standard for Bonds of the
SIX Swiss Exchange will be made. The Bonds are expected to be provisionally admitted to
trading on the SIX Swiss Exchange as of 14 June 2016. The last Trading Day is expected to be
14 June 2023. The Shares are listed on the SIX Swiss Exchange.
II. Sample Bond
a) Bond Certificate

This certificate is an example of a convertible subordinated debenture bond. Eastern Air


Lines, Inc is the issuing company of the convertible bond. Eastern Air Lines is an airline based
in Miami, Florida, founded in 2011. It operates charter flights between Miami and destinations in
the United States, Caribbean and Latin America and plans to begin scheduled operations in
2016. The bond certificate has a face value of 100 US Dollars and 11 3/4% interest rate. The
bond was issued on September 06, 1983 and has a maturity due on 2005. The name and
address of the bondholder is also written on the certificate. It is also stated that the interest will
be payable semi-annually every November 2 and May 1 of each year. It also contains the
trustee's certificate authentication or the signature on the left side of the certificate while the
signatures of the secretary and the chairman of the board of the company were on the right
side.

b) Scripless

The form of bond that we chose is considered as a scripless security. This is because the
Bonds and all rights in connection therewith are issued in uncertificated form in accordance with
article 973c of the Swiss Code of Obligations as uncertificated securities that will be created by
the Issuer by means of a registration with SIX SIS Ltd (SIS), which is the central securities
depository (CSD) for assets and documents of the Swiss financial center, or any other
intermediary in Switzerland recognised for such purposes by the Relevant Exchange. Once the
uncertificated securities are registered in the main register with SIS and entered into the
accounts of one or more participants of SIS, the Bonds will constitute intermediated securities
within the meaning of the Swiss Federal Act on Intermediated Securities.
So long as the Bonds are in the form of Intermediated Securities, the Bonds may only be
transferred or otherwise disposed of in accordance with the provisions of the FISA. The records
of the Intermediary will determine the number of Bonds held through each participant of the
Intermediary. In respect of Bonds held in the form of Intermediated Securities, the Holders will
be the persons holding the Bonds in a securities account which is in their own name or, in the
case of intermediaries, the intermediaries holding the Bonds for their own account in a securities
account which is in their name.

Exclusion of printing and physical delivery of individually certificated BondsNeither the


Issuer nor the Holders nor CS as principal paying and conversion agent nor any third party shall
at any time have the right to effect or demand the conversion of the uncertificated securities
into, or the delivery of a permanent global certificate or individually certificated securities.

III. Bond Prospectus

Swiss Prime Site Convertible Bonds


Swiss Prime Site, the issuer of 250 million of senior convertible bonds that are due in 2023. The
bonds are convertible into 2.37 million registered shares of Swiss Prime Site, which will be the
source from conditional share capital. The process of the Bonds that were issued will be used in
general corporate purposes and refinancing of outstanding financial indebtedness.

Terms of the Bond


The Bonds that were issued have 7-years of maturity, a coupon rate of 0.25% and a conversion
price of 105.38 CHF (Swiss Francs),that has a corresponding conversion premium of 25%. The
issue price and the redemption price are set at 100%. The issuer may call the bonds bought at
any time on or after the day which falls 21 calendar dates after the fifth anniversary of the
payment date at par, with additional of accrued interest, if it is less than 15% in aggregate of the
principal amount of the bounds is outstanding. The bonds in denomination of 5000 CHF are
convertible into shares on or after July 27, 2016 until the maturity date of June 7 2023.

Withholding Tax. Bonds that earned interest are subjected to Swiss withholding tax of 35%.

Credit Suisse is responsible for the global public offering of the bonds, and together with JP
Morgan who acts as the Joint bookrunner for the bonds.

Public Offering Locations. The offering consists of a public offering of Bonds in Switzerland and
of private placements of Bond prospective holders outside of Switzerland, other than United
States or other countries where an offering would be prohibited by applicable law.

Payment Date of the Bonds


The payment date of the Bonds is expected to end on or around June 16, 2016. Application for
the listing and trading of the Bonds are according to the Standard for Bonds of the SIX Swiss
Exchange will be implemented. The trading of the bonds are expected to happen on June 14
2016 which will be listed and traded according to the Standard of Real Estate Companies of the
SIX Swiss Exchange.

The issuer has agreed to a 90-day lock up period from the payment date and subject to
customary exceptions.

Risks relating to the Bonds and Shares

Bonds are unsecured, structurally subordinated and subordinated to secured


indebtedness

Swiss Prime Site Group is dependent on receiving sufficient dividend and interest
payments from its Subsidiaries to fulfill its own obligations, including the entitlements of
Holders. If liquidation occurs it must be expected that certain claims of the Issuer against the
respective Subsidiary are subordinated to the claims of the creditors
The Issuer can incur additional debt

There will be no guarantee that the issuer or its subsidiaries will not incur additional
indebtedness and that such debt may not be privileged by the securities given by the issuer
and/or its subsidiaries by the way of structural subordination of the bonds issued.

No prior market for the bonds

After the offering of this bonds being traded, there will be no another public offerings of
the bond to the market. The listing and trading for the bonds are according to the SIX Swiss
Exchange. Swiss Prime Site Group cannot liquid its trading market nor develop it when the
price declines. The liquidity of any market depends on the number of holders, similar
securities, and the interest of securities dealers.

Volatility of the market price of the bonds

The market price of the shares of bonds which can be convertible may be subjected to
substantial fluctuations depending on different factors like the performance of Swiss Prime
Site Group, Economic performance, credit rating of Swiss Prime Site Group, change in
companys officers, price and volume of the market where shares are being traded,
investors perceptions, conversion of bonds into shares, and future offerings of Swiss Prime
Site Group.

The Holders anti-dilution protection is limited and upon conversion of the Bonds, the
shareholders may be diluted through further issuances of equity securities or
securities that are convertible into equity

Conversion price of bonds may be converted into shares will be adjusted depending into
the terms of the bonds. If there will be no adjustment it may affect the value of the
conversion rights of the bonds. When converting the bonds, investors holding shares may
be diluted if the issuer raises capital through the issuance of the bonds or other securities
that may be converted into another form of securities by the issuer.

The Holders have no shareholder rights prior to exercising their conversion rights

No holder of the bonds will have any rights to participate in shareholders meeting and
any activities conducted for the shareholders of the company for the overall decisions that
may affect the company.

Sales of shares by major shareholders of Swiss Prime Site Group affects the share
price

Major shareholders of the Issuer sell substantial numbers of Shares of the Issuer held by
them or should rumors to this effect circulated, an adverse effect could result from this on
the share price of the Shares and the ability of the Issuer to raise further capital in the future.

Future sales of a substantial number of Shares could negatively affect the market
price of the Shares and the Bonds

Without the prior written consent of the joint Bookrunners, The Group, together with its
subsidiaries will refrain another transactions regarding the bonds because there will be a
possibility that sales and number of shares by the shareholders affect the market trading
price of the shares.

Change of law

Bonds conditions are based on the Swiss Law. Impact of any possible juridical decisions
or change in Swiss Law or administrative implementations can affect the trade and
relationship with other trading countries.
Convertible Bonds

4FM1

Group Members:

Liwanag, Clarice

Manzano, Marc

Navarro, Brian

Ordonez, Aya

Ortega, Aria

Yumang, Leanne