KBC BANK NV (Incorporated with Limited Liability in Belgium) USD 1,000,000,000 8.00 Per Cent
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KBC BANK NV (Incorporated with limited liability in Belgium) USD 1,000,000,000 8.00 per cent. Contingent Capital Securities due 25 January 2023 This prospectus (the “Prospectus”) constitutes a listing prospectus in relation to the issue of tier 2 USD 1,000,000,000 8.00 per cent. Contingent Capital Securities due 25 January 2023 (the “Securities”) by KBC Bank NV (the “Issuer” or “KBC Bank”). The issue price of the Securities is 100 per cent. of their principal amount. Interest will accrue on the principal amount of the Securities from and including 25 January 2013 (the “Issue Date”) at an initial rate of 8.00 per cent. per annum, and after the Reset Date (as defined herein), at a fixed rate determined on the basis of the initial credit spread and the then prevailing USD 5-year Mid-Swap Rate (as defined herein). Interest will be payable semi-annually in arrear on 25 January and 25 July of each year, commencing on 25 July 2013. Unless previously redeemed or purchased and cancelled, and subject to a Contingent Write-down (as defined herein), the Securities will mature on 25 January 2023. Subject to the satisfaction of certain conditions described herein and applicable law, the Securities may be redeemed prior to their maturity at the option of the Issuer, in whole but not in part, at their aggregate principal amount, together with any accrued but unpaid interest thereon, (a) on the Reset Date; (b) for taxation reasons; and (c) upon the occurrence of a Regulatory Event (each as defined herein). Upon the occurrence of a Trigger Event (as defined herein), a Contingent Write-down will occur on the relevant Trigger Event Write-down Date (as defined herein) and (i) the holders will be automatically deemed to irrevocably waive their right to receive, and no longer have any rights against the Issuer with respect to, repayment of the aggregate principal amount of the Securities written down pursuant to paragraph (iv) below; (ii) the Issuer will pay (A) any accrued and unpaid interest on the Securities and (B) any additional amounts as provided or referred to in Condition 7, in the case of each of sub-clauses (A) and (B) of this paragraph (ii), if and only to the extent that such interest or additional amounts, as applicable, became due and payable to the holders prior to the relevant Trigger Event Write-down Notice Date; (iii) except as described in paragraph (ii) above, all rights of any holder for payment of any amounts under or in respect of the Securities (including, without limitation, any amounts arising as a result of, or due and payable upon the occurrence of, an event described in Condition 9) will become null and void, irrespective of whether such amounts have become due and payable prior to the relevant Trigger Event Write-down Notice Date or the relevant Trigger Event Write-down Date; and (iv) the full principal amount of each Security will automatically be written down to zero, the Securities will be cancelled and all references to the principal amount of the Securities in these Conditions will be construed accordingly, as described in Condition 6. The Securities will constitute direct, unconditional, unsecured and subordinated obligations of the Issuer, ranking pari passu among themselves without any preference, as more particularly described in Condition 2. An investment in Securities involves certain risks. For a discussion of these risks see “Risk Factors”. Investors should review and consider these risk factors carefully before purchasing any Securities. In particular, investors should review and consider the risk factors relating to a Contingent Write-down and the impact this may have on their investment. Application has been made to the Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des services et marchés financiers) (the “FSMA”) in its capacity as competent authority under Article 23 of the Belgian Law dated 16 June 2006 concerning the public offer of investment securities and the admission of investment securities to trading on a regulated market (the “Prospectus Law”) to approve this document as a Prospectus for the purposes of Article 23 of the Belgian Prospectus Law and Article 5.3 of the Prospectus Directive (as defined herein). This approval cannot be considered as a judgment by the FSMA as to the opportunity or the quality of the transaction, nor on the situation of the Issuer. Application has also been made for the Securities to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Prospectus Directive. The Securities will be issued in minimum denominations of USD 200,000. The Securities may be held and transferred, and will be offered and sold, in the principal amount of USD 200,000. The Securities will be issued in dematerialised form under the Belgian Companies Code (Wetboek van Vennootschappen/Code des Sociétés) and cannot be physically delivered. The dematerialised Securities will be represented exclusively by book entries in the records of the X/N securities and cash clearing system operated by the National Bank of Belgium (the “NBB”) or any successor thereto (the “Securities Settlement System”). The Securities are expected to be rated BB+ by Standard & Poor’s Credit Market Services Italy Srl, a subsidiary of Standard & Poor’s Financial Services LLC (“Standard & Poor’s”). Standard & Poor’s is established in the European Economic Area (the “EEA”) and registered under the Regulation (EC) No 1060/2009 on credit rating agencies (“CRA Regulation”), as amended, and is included in the list of registered credit rating agencies published by European Securities and Markets Authority (“ESMA”) on its website in accordance with CRA Regulation (the information contained on this website does not form part of this Prospectus unless otherwise specifically incorporated by reference hereto). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Structuring adviser to the Issuer J.P. Morgan Joint Bookrunners and Joint Lead Managers BofA Merrill Lynch Credit Suisse Goldman Sachs J.P. Morgan Morgan Stanley International Joint Lead Manager KBC Bank The date of this Prospectus is 21 January 2013. IMPORTANT INFORMATION This listing Prospectus comprises a prospectus in respect of Securities issued for the purposes of Article 5.3 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented or applied in a Relevant Member State of the European Economic Area) (the “Prospectus Directive”). The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Market data and other statistical information used in this Prospectus has been extracted from a number of sources, including independent industry publications, government publications, reports by market research firms or other independent publications (each an “Independent Source”). The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant Independent Source, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are incorporated in and form part of this Prospectus. The Joint Lead Managers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection thereto. None of the Joint Lead Managers accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection thereto. The statements made in this paragraph are made without prejudice to the responsibility of the Issuer under the Prospectus. To the fullest extent permitted by law, no Joint Lead Manager accepts any responsibility for the contents of this Prospectus or for any other statement, made or purported to be made by a Joint Lead Manager or on its behalf in connection with the Issuer or the issue and offering of the Securities. Each Joint Lead Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to in this section) which it might otherwise have in respect of this Prospectus or any such statement. The statements made in this paragraph are made without prejudice to the responsibility of the Issuer under the Prospectus. No person is or has been authorised by the Issuer or the Joint Lead Managers to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with this Prospectus or the Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or by any of the Joint Lead Managers.