Prospectus
The document that you are seeking to access, is the electronic version of an information memorandum (the Information Memorandum) relating to an issuance of EUR 500,000,000 1.625 per cent. fixed rate green bonds due 17 January 2027 and EUR 500,000,000 2.250 per cent. fixed rate green bonds due 17 January 2030 (the Bonds) by VGP NV (the Issuer).
The Information Memorandum does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the Prospectus Regulation). The Information Memorandum has not been, and will not be, submitted for approval to the Belgian Financial Services and Markets Authority nor any other competent authority within the meaning of the Prospectus Regulation. Application has been made for the Bonds to be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the professional segment of the Euro MTF Market operated by the Luxembourg Stock Exchange from the issue date (Euro MTF Market). The Euro MTF Market is a multilateral trading facility and not a regulated market, in each case within the meaning of Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II).
In general, every person seeking to access the Information Memorandum will need to verify in advance that such access does not constitute a breach of the applicable legislation or regulation. The Issuer cannot be held liable in case of a breach of these restrictions by any person.
The Issuer has taken no action to offer the Bonds to the public and is not planning on doing so. The Information Memorandum is made available for information purposes only and does not constitute an offer of securities to the public as meant in the Prospectus Regulation, nor a solicitation to make such an offer. Under no circumstances shall the Information Memorandum constitute an offer or a solicitation to subscribe to the Bonds in any country where access to the Information Memorandum, the offer or the solicitation may be unlawful and under no circumstances may the Information Memorandum be used for such purposes or in that respect.
The Information Memorandum may not be published or circulated, directly or indirectly, in the United States of America, in Switzerland, or in any other jurisdiction where the publication or circulation of such information may be held unlawful.
The Information Memorandum does not constitute an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so. The Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state or other jurisdiction of the United States. The Securities are being offered and sold solely outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act (Regulation S), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Information Memorandum may not be forwarded or distributed to any U.S. person or person in the United States or to any U.S. address and may not be reproduced in any manner whatsoever in the United States. any forwarding, distribution or reproduction of this information 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 the United States or other jurisdictions.
The Bonds may be held only by, and transferred only to, eligible investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994, holding their securities in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the securities settlement system operated by the National Bank of Belgium. The Bonds are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, to "consumers" (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek economisch recht/Code de droit économique), as amended.
The Bonds are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
The Bonds are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the Financial Services and Markets Act) and any rules or regulations made under the Financial Services and Markets Act to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
The Information Memorandum is only directed at persons in the United Kingdom or in circumstances where the provisions of Section 21 of the Financial Services and Markets Act do not apply to the Issuer and is directed solely at persons in the United Kingdom who (i) have professional experience in matters relating to investments, such persons falling within the definition of “investment professionals” in Article 19(5) Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the Order) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order or others to whom it may lawfully be communicated (all such persons together being referred to as relevant persons). Any investment activity to which this communication may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Information Memorandum or any of its contents.
The information in these restricted pages is subject to changes without notice. The Issuer does not undertake any obligation to provide any additional information or to update the website. This website does not purport to be all-inclusive, nor to contain all the information a prospective investor may desire in deciding whether or not to invest. Neither the Issuer, nor any of its affiliated parties shall have any liability whatsoever for loss, howsoever arising, directly or indirectly, from the use of the information contained on this website. No reliance may be placed for any purpose whatsoever on the information contained on this website, or on its completeness, accuracy or fairness.
The information on these restricted pages is made available to you in an electronic form. You are reminded that information transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Issuer, the Joint Bookrunners (Belfius Bank NV, BNP Paribas, J.P. Morgan AG and KBC Bank NV) nor any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between the information made available to you in electronic format and the hard copy version. By accessing the website, you consent to receiving information in electronic form.
The distribution of the electronic version of the Information Memorandum on another website, as well as the reproduction, distribution or circulation thereof in printed or electronic form are strictly forbidden. The Issuer can under no circumstances be held liable for any unlawful reproduction or distribution of the Information Memorandum.
You are responsible for protecting against viruses and other destructive items. Your receipt of the electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.