IMPORTANT NOTICES Each of the Issuer and the Guarantor accepts responsibility for the ...

145 Pages·2017·1 MB·English

IMPORTANT NOTICES
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Offering
Memorandum and declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Offering Memorandum to the best of its knowledge is in accordance with the
facts and contains no omission likely to affect its import.
Each of the Issuer and the Guarantor has confirmed to the Sole Lead Manager named under “Selling
Restrictions” below (the “Sole Lead Manager”) that this Offering Memorandum contains all information
regarding the Issuer, the Guarantor and the Notes which is (in the context of the issue of the Notes) material;
such information is true and accurate in all material respects and is not misleading; any opinions, predictions
or intentions expressed in this Offering Memorandum on the part of the Issuer or (as the case, may be) the
Guarantor are honestly held or made and are not misleading; this Offering Memorandum does not omit to
state any material fact necessary to make such information, opinions, predictions or intentions (in such
context) not misleading.
Neither the Issuer nor the Guarantor has authorised the making or provision of any representation or
information regarding the Issuer, the Guarantor or the Notes other than as contained in this Offering
Memorandum or as approved for such purpose by the Issuer and the Guarantor. Any such representation or
information should not be relied upon as having been authorised by the Issuer, the Guarantor or the Sole Lead
Manager.
Neither the Sole Lead Manager nor any of its affiliates have independently verified all the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Sole Lead Manager or any of its respective affiliates as to the
accuracy or completeness of the information contained or incorporated in this Offering Memorandum or any
other information provided by the Issuer or the Guarantor in connection with the offering of the Notes (the
“Offering”). The Sole Lead Manager does not accept any liability in relation to the information contained or
incorporated by reference in this Offering Memorandum or any other information provided by the Issuer or
the Guarantor in connection with the offering of the Notes or their distribution.
Nothing contained in this Offering Memorandum is or should be relied upon as a promise or representation by
the Sole Lead Manager as to the past or future. The Sole Lead Manager are not responsible for, and are not
making any representation to you concerning, the Issuer’s and/or the Guarantor’s future performance.
In connection with the offering, the Sole Lead Manager is not acting for anyone other than the Issuer and will
not be responsible to anyone other than the Issuer and the Guarantor for providing the protections afforded to
their clients nor for providing advice in relation to the offering.
Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Guarantor since the
date of this Offering Memorandum or that the information contained in this Offering Memorandum is true
subsequent to the date hereof or that any other information supplied in connection with the Notes is correct at
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same. Each recipient of this Offering Memorandum shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Guarantor.
Neither this Offering Memorandum nor any other information supplied in connection with the offering of the
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, the Guarantor or the Sole Lead Manager that any recipient of this Offering
Memorandum or any other information supplied in connection with the offering of the Notes should purchase
any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the
Guarantor. Neither this Offering Memorandum nor any other information supplied in connection with the
offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor or the
Sole Lead Manager to any person to subscribe for or to purchase any Notes.
This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Offering Memorandum and the offer or sale of Notes may be restricted by law in
certain jurisdictions. The Issuer, the Guarantor and the Sole Lead Manager do not represent that this Offering
Memorandum may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, the Guarantor or the Sole Lead Manager which is intended to permit a
public offering of the Notes or the distribution of this Offering Memorandum in any jurisdiction where action
for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither
this Offering Memorandum nor any advertisement or other offering material may be distributed or published
in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Offering Memorandum or any Notes may come must inform
themselves about, and observe any such restrictions on the distribution of this Offering Memorandum and the
offering and sale of Notes. For a description of certain restrictions on offers, sales and deliveries of Notes and
on distribution of this Offering Memorandum and other offering material relating to the Notes, see “Selling
Restrictions”.
In particular, the Notes have not been and will not be registered under the Securities Act and are subject to
United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States.
In this Offering Memorandum, unless otherwise specified, references to a “Member State” are references to a
Member State of the European Economic Area, references to “EUR”, “€” or “euro” are to the single currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended, references to “USD” and “US$” are to the lawful
currency of the United States and references to “Canadian dollar”, “CAD” or “$” is to the lawful currency of
Canada. On 14 July 2017 the exchange rate for Euros expressed in Canadian dollars as reported by the Bank
of Canada was €1.00 = $1.4515.
In connection with the issue of the Notes, Morgan Stanley & Co. International plc (the “Stabilising
Manager”) (or persons acting on behalf of the Stabilising Manager) may over allot Notes or effect
transactions with a view to supporting the price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on
behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made
and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
Issue Date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action
or over-allotment must be conducted by the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) in accordance with all applicable laws and rules.
This Offering Memorandum is to be read in conjunction with all information which is deemed to be
incorporated herein by reference (see “Information Incorporated by Reference”). This Offering Memorandum
should be read and construed on the basis that such information is incorporated in and forms part of the
Offering Memorandum.
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of Notes. The expression “Prospectus Directive” means
Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member State
concerned.
This Offering Memorandum is for distribution only to persons who (i) 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 “Financial Promotion Order”), (ii) are persons falling within
Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial
Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and

EMEA 114116430 v17
Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as “relevant
persons”). This Offering Memorandum is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this Offering
Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.
Any person who is not a relevant person should not act or rely on this Offering Memorandum or any of its
contents.
This Offering Memorandum has been approved by The Irish Stock Exchange plc (the “Irish Stock
Exchange”) as listing particulars. Application has been made to The Irish Stock Exchange for the Notes to be
admitted to the Official List of the Irish Stock Exchange (the “Official List”) and to trading on the Global
Exchange Market of the Irish Stock Exchange (the “Global Exchange Market”), which is the exchange
regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the
purposes of EU Directive 2004/39/EC (as amended) (the “Markets in Financial Instruments Directive”).
The Notes are not being offered or sold to any person in the United Kingdom except in circumstances which
will not result in an offer of securities to the public in the United Kingdom within the meaning of Part VI of
FSMA.

EMEA 114116430 v17
JULY 24, 2017
OFFERING MEMORANDUM CONFIDENTIAL
NOT FOR DISTRIBUTION INTO THE UNITED
STATES

Dream Global Funding I S.à r.l
(incorporated under the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg
Register of Commerce and Companies under number B215676)
€375,000,000 1.375% Senior Notes due 2021
unconditionally and irrevocably guaranteed by
Dream Global Real Estate Investment Trust
(an unincorporated, open-ended real estate investment trust established under the laws of the Province of
Ontario, Canada)
Issue Price: 99.575%
The issue price of the €375,000,000 1.375% senior unsecured Notes due 2021 (the “Notes”) of Dream Global
Funding I S.à r.l (the “Issuer”) is 99.575% of their principal amount. The Notes will bear interest from 27
July 2017 (the “Issue Date”) at the rate of 1.375% per annum payable annually in arrears on 21 December of
each year, commencing on 21 December 2018 (first long coupon).
Unless previously redeemed in whole or in part or purchased or cancelled in accordance with the terms and
conditions of the Notes (“Terms and Conditions”), the Notes shall be redeemed at their principal amount on
21 December 2021 (the “Maturity Date”). The Notes are subject to certain call and put rights as further
specified in § 6 and § 10 of the Terms and Conditions.
The Notes will be in bearer form and in a denomination of €100,000 each. The Notes will be initially
represented by a temporary global bearer note (the “Temporary Global Note”). The Temporary Global Note
will be exchanged, in accordance with the Terms and Conditions, for a permanent global bearer note (the
“Permanent Global Note), which will be kept in custody by or on behalf of with a common safekeeper for
Euroclear Bank SA/NV, Brussels (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream
Banking”).The Notes will be direct, unconditional and, subject to the Guarantee, unsecured and
unsubordinated obligations of the Issuer and will rank equally in right of payment among themselves and with
all other unsecured and unsubordinated obligations of the Issuer. The Notes will be unconditionally and
irrevocably guaranteed pursuant by a guarantee dated July 2017 by Dream Global Real Estate Investment
Trust (the “Guarantor ”), an unincorporated, open-ended real estate investment trust established under the
laws of the Province of Ontario, Canada. The guarantee of the Notes by the Guarantor (the “Guarantee”) will
rank equally in right of payment with all of the present and future unsecured and unsubordinated obligations
of the Guarantor, save for such obligations which may be preferred by applicable law. This Offering
Memorandum (the “Offering Memorandum”) includes information on the terms of the Notes and Guarantee.
Currently, there is no public market for the Notes. Application has been made to admit the Notes to the Irish
Stock Exchange and to trading on its Global Exchange Market (the “GEM”). The GEM is not a regulated
market pursuant to the provisions of Directive 2004/39/EC. There is no assurance that the Notes will be listed
on the Irish Stock Exchange and admitted to trading on the GEM.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, (the
“Securities Act”). The Notes are being offered outside the United States by the Sole Lead Manager (as
defined in the section below entitled “Selling Restrictions”) in accordance with Regulation S under the
Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States except

EMEA 114116430 v17
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act.
The Issuer may be a “covered fund” as defined in Section 13 of the Bank Holding Company Act of 1956
(the “Volcker Rule”). However, the Issuer does not believe that an investment in the Notes would constitute
an acquisition of an “ownership interest” (as defined in the Volcker Rule regulation) in a covered fund. See
“Risk Factors – Risks Relating to the Issuer – The Issuer may be a “covered fund” under the Volcker Rule.”

Investing in the Notes involves risks. Please refer to the risk factors beginning on page 2.

Sole Lead Manager

Morgan Stanley

EMEA 114116430 v17
RESPONSIBILITY STATEMENT
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Offering
Memorandum and declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Offering Memorandum to the best of its knowledge is in accordance with the
facts and contains no omission likely to affect its import.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains forward-looking statements. Forward-looking statements provide the
Issuer’s and/or Guarantor’s current expectations or forecasts of future events. Forward-looking statements
include statements about the Issuer’s and/or Guarantor’s expectations, beliefs, plans, objectives, intentions,
assumptions and other statements that are not historical facts. Words or phrases such as “anticipate”,
“believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “on-going”, “plan”, “potential,” “predict”,
project”, “will” or similar words or phrases, or the negatives of those words or phrases, may identify
forward-looking statements, but the absence of these words does not necessarily mean that a statement is not
forward-looking. Examples of forward-looking statements in this Offering Memorandum include, but are not
limited to, statements regarding the Issuer’s and/or Guarantor’s disclosure concerning its operations, cash
flows, capital expenditure and financial position.
Forward-looking statements appear in a number of places in this Offering Memorandum including, without
limitation, in the “Risk Factors”, “Description of the Issuer” and “Description of the Guarantor” sections of
this Offering Memorandum.
Investors are cautioned that forward-looking statements are not guarantees of future performance.
Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking
statements in this Offering Memorandum speak only as of the date of this Offering Memorandum, reflect the
Issuer’s and/or Guarantor’s current view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the Issuer’s and/or Guarantor’s operations,
results of operations, growth strategy and liquidity. Investors should specifically consider the factors identified
in this Offering Memorandum which could cause actual results to differ before making an investment
decision. All of the forward-looking statements made in this Offering Memorandum are qualified by these
cautionary statements. Neither the Issuer nor the Guarantor undertake any obligation to update or review any
forward-looking statement, whether as a result of new information, future developments or otherwise. All
subsequent written and oral forward-looking statements attributable to the Issuer, the Guarantor or individuals
acting on behalf of the Issuer or the Guarantor are expressly qualified in their entirety by this paragraph.
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
Unless otherwise indicated, the financial information presented in this Offering Memorandum is derived from
the audited consolidated financial statements of the Guarantor as of and for the years ended 31 December
2015 and 2016, respectively, and from the unaudited condensed consolidated interim financial statements of
the Guarantor as at 31 March 2017 and for the three month periods ended 31 March 2017 and 31 March 2016,
respectively. The audited consolidated financial statements of the Guarantor as of and for the years ended
31 December 2015 and 2016 and the unaudited condensed consolidated interim financial statements of the
Guarantor as at 31 March 2017 and for the three month periods ended 31 March 2017 and 31 March 2016
have been prepared in accordance with International Financial Reporting Standards (“IFRS”). In making an
investment decision, you must rely upon your own examination of the terms of the offering of the Notes and
the financial information contained in this Offering Memorandum.
The preparation of financial statements in conformity with IFRS requires the Guarantor to use certain critical
accounting estimates. It also requires the Guarantor’s Board of Trustees (the “Board of Trustees”) to exercise
its judgement in the process of applying the Guarantor’s accounting policies.
The audited consolidated financial statements of the Guarantor as of and for the years ended 31 December
2015 and 2016 and the unaudited condensed consolidated interim financial statements of the Guarantor as at
31 March 2017 and for the three month periods ended 31 March 2017 and 31 March 2016 have been prepared
based on the calendar year and are presented in CAD rounded to the nearest thousand except when otherwise
indicated.

(ii)
EMEA 114116430 v17
Certain figures included in this Offering Memorandum have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
The financial information included in this Offering Memorandum is not intended to comply with reporting
requirements of the Prospectus Directive or the United States Securities Exchange Commission and will not
be subject to review by the United States Securities Exchange Commission.
Non-IFRS Financial Measures
The consolidated financial statements of the Guarantor were prepared in accordance with IFRS. This Offering
Memorandum contains references to certain measures that do not have a standardized meaning under IFRS as
prescribed by the International Accounting Standards Board and are therefore unlikely to be comparable to
similar measures presented by other issuers. The Guarantor has presented such non-IFRS measures as its
management believes they are relevant measures of the Guarantor’s underlying operating performance and
debt management. Non-IFRS measures should not be considered as alternatives to net income, total
comprehensive income, cash flows generated from operating activities or comparable metrics determined in
accordance with IFRS as indicators of the Guarantor’s performance, liquidity, cash flow and profitability. The
non-IFRS measures described in this Offering Memorandum (excluding the documents incorporated by
reference) are set out below. Other non-IFRS measures are described in the documents incorporated by
reference in this Offering Memorandum.
“AFFO” means adjusted funds from operation, being FFO subject to certain adjustments, including: (i)
amortization of financing costs; (ii) amortization of initial discount on convertible debentures; (iii)
amortization of fair value adjustment of acquired debt; (iv) adjustments for any differences resulting from
recognizing property revenues on a straight-line basis; (v) deferred unit compensation expense; (vi) deferred
asset management fees; and (vii) non-controlling interests calculated to reflect AFFO on the same basis as the
consolidated properties, and includes an estimated amount of normalized non-recoverable capital
expenditures, as well as initial direct leasing costs and tenant incentives expected to be incurred based on the
Guarantor’s current portfolio and expected average leasing activity over time. Other adjustments may be made
to AFFO as determined by the Guarantor’s Board of Trustees in their discretion.
“Debt-to-gross book value” means total debt divided by total assets, in each case including the Guarantor’s
share of amounts from investments in joint ventures.
“Debt-to-gross book value, net of cash” means total debt, less cash, divided by total assets, less cash in each
case including the Guarantor’s share of amounts from investments in joint ventures.
“FFO” means net income in accordance with IFRS, excluding: (i) fair value adjustments on investment
properties; (ii) gains (or losses) from sales of investment properties; (iii) amortization of lease incentives; (iv)
fair value adjustments to financial instruments; (v) internal direct leasing costs; (vi) cash settlement on interest
rate swaps; (vii) gain or loss on settlement of foreign currency contracts; and (viii) deferred income tax
expense, after adjustments for equity accounted entities, joint ventures and non-controlling interests calculated
to reflect FFO on the same basis as consolidated properties.
“net operating income” or “NOI” means total investment property revenue less investment property
operating expenses, including the share of net rental income from investment in joint ventures.
MARKET AND INDUSTRY DATA
Unless otherwise expressly indicated or noted below, all information regarding markets, market size, market
share, market position, growth rates and other industry data pertaining to the Guarantor’s business contained
in this Offering Memorandum is based on estimates prepared by the Guarantor. These estimates are based on
certain assumptions and the Guarantor’s knowledge of the industry in which it operates as well as data from
various primary and secondary sources, including publicly available information, market research and industry
publications. These publications generally state that the information they contain has been obtained from
sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed.
Neither the Issuer nor the Guarantor has independently verified such data.

(iii)
EMEA 114116430 v17
In many cases, there is no readily available external information (whether from trade associations, government
bodies or other organisations) to validate market-related analyses and estimates, requiring the Guarantor to
rely on its own internally developed estimates regarding the industry in which it operates, the Guarantor’s
position in the industry, the Guarantor’s market share and the market shares of various industry participants
based on experience, the Guarantor’s own investigation of market conditions and the Guarantor’s review of
industry publications, including information made available to the public by the Guarantor’s competitors.
While the Guarantor has examined and relied upon certain market or other industry data from external sources
as the basis of its estimates, neither the Issuer, the Guarantor nor the Sole Lead Manager make any
representation or warranty as to the accuracy or completeness of the market or other industry data set forth in
this Offering Memorandum, and neither the Issuer, the Guarantor nor the Sole Manager have verified that data
independently. Neither the Issuer nor the Guarantor can assure you of the accuracy and completeness of, and
take no responsibility for, such data. Similarly, while the Guarantor believes its internal estimates to be
reasonable, these estimates have not been verified by any independent sources and neither the Issuer nor the
Guarantor can assure you that any of these assumptions are accurate or correctly reflect the Guarantor’s
position in the industry. The Guarantor’s estimates involve risks and uncertainties and are subject to change
based on various factors.

(iv)
EMEA 114116430 v17
TABLE OF CONTENTS
INFORMATION INCORPORATED BY REFERENCE ................................................................................... 1
RISK FACTORS ................................................................................................................................................. 2
DESCRIPTION OF THE ISSUER.................................................................................................................... 32
DESCRIPTION OF THE GUARANTOR AND THE GROUP ....................................................................... 35
TERMS AND CONDITIONS OF THE NOTES .............................................................................................. 70
FORM OF GUARANTEE .............................................................................................................................. 115
TAXATION .................................................................................................................................................... 126
SELLING RESTRICTIONS ........................................................................................................................... 132
LISTING AND GENERAL INFORMATION ............................................................................................... 134

(i)
EMEA 114116430 v17
INFORMATION INCORPORATED BY REFERENCE
This Offering Memorandum should be read and construed in conjunction with the following documents
which have been previously published or are published simultaneously with this Offering Memorandum and
which have been filed with the Irish Stock Exchange and shall be deemed to be incorporated in by reference,
and form part of, this Offering Memorandum:
(a) the audited consolidated financial statements of the Guarantor as at and for the financial years ended
31 December 2015 and 2016, together with the notes thereto and the independent auditor’s reports
thereon;
(b) the unaudited condensed consolidated interim financial statements of the Guarantor as at 31 March
2017 and for the three month periods ended 31 March 2017 and 31 March 2016, together with the
notes thereto,
(c) the audited financial statements of Merin Group Holding B.V. as at and for the years ended
31 December 2015 and 2016;
(d) the unaudited interim financial statements of Merin Group Holding B.V. as at and for the three month
periods ended 31 March 2017 and 2016;
(e) the unaudited pro forma consolidated financial statements of the Guarantor, consisting of
a. the unaudited pro forma consolidated balance sheet of the Guarantor as at 31 March 2017;
b. the unaudited pro forma consolidated statement of Net Income (Loss) of the Guarantor for the
three months ended 31 March 2017 and the year ended 31 December 2016; and
c. the notes to the unaudited pro forma consolidated financial statements of the Guarantor.

1
EMEA 114116430 v17