DOCSLIB.ORG

Belgacom, Sa De Droit Public

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Belgacom, Sa De Droit Public PROSPECTUS 20 December 2012 BELGACOM, S.A. DE DROIT PUBLIC (incorporated with limited liability in Belgium) EUR2,500,000,000 Euro Medium Term Note Programme This Prospectus relating to the EUR2,500,000,000 Euro Medium Term Note Programme (the Programme) of Belgacom, S.A. de droit public (the Issuer) is valid, for the purpose of the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange and/or the listing of Notes on the Official List of the Luxembourg Stock Exchange, for a period of one year from the date of publication. Any Notes (as defined below) issued under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. Under the Programme, the Issuer may from time to time issue notes (the Notes) denominated in such currency and on such terms as may be agreed between the Issuer (as defined below) and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR2,500,000,000 (or its equivalent in other currencies calculated as described herein) subject to increase as described herein. A description of the restrictions applicable at the date of this Prospectus relating to the maturity of certain Notes is set out on pages 110-112. The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 112 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers). References in this Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) to approve this document as a base prospectus in its capacity as competent authority under the Luxembourg act dated 10 July 2005 on prospectuses for securities as amended by the Luxembourg law of 3 July 2012, (the Prospectus Act 2005) which implemented Directive 2003/71 EC of the European Parliament and of the Council of the European Union as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive) in Luxembourg. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Such application does not extend to money market instruments (as defined in the Prospectus Directive) having a maturity of less than one year (any such notes, Short Term Notes). Short Term Notes do not fall within the scope of the Prospectus Directive or Part II of the Prospectus Act 2005 and do not benefit from the passporting provisions of the Prospectus Directive, as further described in the section headed “Subscription, Sale and Transfer Restrictions” for selling restrictions relating to Short Term Notes. Application has also been made to the CSSF to approve this document as a base prospectus within the meaning of Part III, Chapter 1 of the Prospectus Act 2005 in respect of Short Term Notes. In addition application has been made to the Luxembourg Stock Exchange for Notes (other than Short Term Notes) issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market or have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg stock exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set forth in a final terms document (the Final Terms) which, with respect to Notes to be listed on the Official List of the Luxembourg Stock Exchange will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Official List of the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). The Programme provides that Notes may be listed and/or admitted to trading, as the case may be, on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Each Tranche of Notes will be cleared through the clearing system operated by the National Bank of Belgium or any successor thereto (the X/N Clearing System). Such Notes will be issued in dematerialised form. The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency (as defined under “Terms and Conditions of the Notes”) and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be €1,000 (or, if the Notes are denominated in a currency other than the euro, the equivalent amount in such currency). The Issuer has been rated A1 by Moody's Investors Service España, S.A. (Moody’s) and A by Standard & Poor's Credit Market Services France SAS (S&P). The Programme has been rated A1 by Moody’s and A by S&P. Obligations rated “A” by Moody’s are considered upper-medium grade and are subject to low credit risk. The modifier “1” indicates that the obligation ranks in the higher end of its generic rating category1. An obligation rated “A” by S&P is considered somewhat susceptible to adverse economic conditions and changes in circumstances than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong2. Each of Moody’s and S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). As such, each of Moody’s and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered- and-certified-CRAs) in accordance with the CRA Regulation. Tranches of Notes issued under the Programme may be rated or unrated by either of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. 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. Arranger BNP PARIBAS Dealers Barclays BNP PARIBAS Crédit Agricole CIB ING J.P. Morgan KBC Bank NV Lloyds Bank The Royal Bank of Scotland 1 Source: www.moodys.com 2 Source: www.standardandpoors.com IMPORTANT INFORMATION This document constitutes (1) for the purposes of Article 5.4 of the Prospectus Directive, a base prospectus for Belgacom (as defined below) in respect of all Notes other than Short Term Notes to be issued by Belgacom under the Programme and (2) a base prospectus falling within the scope of Part III, Chapter 1 of the Prospectus Act 2005 in respect of the Short Term Notes (together, the Prospectus). In this Prospectus, references to the Issuer are to Belgacom, as the issuer or intended issuer of Notes under the Programme and references to Group are to Belgacom and its consolidated subsidiaries. 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” below). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. The Dealers 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 Dealers 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 with the Programme. No Dealer 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 with the Programme.
Load more

Recommended publications
  • Review of the Roaming Regulation
    STUDY Policy Department Economic and Scientific Policy REVIEW OF THE ROAMING REGULATION IP/A/IMCO/FWC/2006-186/C1/SC3 IP/A/IMCO/ST/2008-17 PE 408.583 JANUARY 2004 This study was requested by the European Parliament's committee on Internal Market and Consumer Protection (IMCO) Only published in English. Authors: Mr Dermot Glynn Mr Gian Carlo Scarsi Mr Adam Paul Levine Europe Economics Chancery House 53-64 Chancery Lane London WC2A 1QU Tel: (+44) (0) 20 7831 4717 Fax: (+44) (0) 20 7831 4515 www.europe-economics.com Administrators: Mr Balazs Mellar Ms Karyn Hyldelund Ms Maya Gadzheva Policy Department Economy and Science DG Internal Policies European Parliament Rue Wiertz 60 B-1047 Brussels Tel: +32 (0)2 283 22 02 Fax: +32 (0)2 284 69 29 E-mail: [email protected] Manuscript completed in December 2008. The opinions expressed in this document do not necessarily represent the official position of the European Parliament. Reproduction and translation for non-commercial purposes are authorised provided the source is acknowledged and the publisher is given prior notice and receives a copy. Rue Wiertz – B-1047 Bruxelles - 32/2.284.43.74 Fax: 32/2.284.68.05 Palais de l‘Europe – F-67000 Strasbourg - 33/3.88.17.25.56 Fax: 33/3.88.36.92.14 E-mail: [email protected] TABLE OF CONTENTS EXECUTIVE SUMMARY................................................................................................................i 1. INTRODUCTION ..........................................................................................................................1
    [Show full text]
  • Proximus, Sa De Droit Public
    PROXIMUS, SA DE DROIT PUBLIC Koning Albert II-laan 27, B-1030 Brussels incorporated with limited liability in Belgium Enterprise number 0202.239.951, Register of Legal Entities Brussels EUR 3,500,000,000 Euro Medium Term Note Programme This base prospectus (the Base Prospectus) relating to the EUR 3,500,000,000 Euro Medium Term Note Programme (the Programme) of Proximus, SA de droit public (the Issuer) is valid, for the purpose of the admission to trading and listing of the Notes (as defined below) on the regulated market of Euronext Brussels, for a period of twelve months from the date of approval. The obligation to supplement the Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. Any Notes issued under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. Under the Programme, the Issuer may from time to time issue notes (the Notes) in the Specified Denomination(s) specified in the applicable Final Terms as may be agreed between the Issuer and the relevant Dealer (as defined below). The Notes issued under the Programme may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes (each as defined herein) or a combination of any of the foregoing. The minimum Specified Denomination of Notes shall be EUR 100,000 (or its equivalent in other currencies). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR 3,500,000,000 (or its equivalent in other currencies) subject to increase as described herein.
    [Show full text]
  • Placing the Consumer at the Heart of the Strategy BRAND NEW Focus Sessions
    15th Annual passes for Middle TopThe Strapline largest and longest established Middle Eastern Eastern OperatorsFREE Event for Telcos - Now in its 15th year! worth US$2299 15th Annual www.comworldseries.com/me 30 November – 1 December 2010 Dubai International Convention and Exhibition Centre, Dubai, UAE Placing the Consumer at the Heart of the Strategy BRAND NEW focus sessions: from COMPETITION Mobile Enhancing to COOPERATION Network Consumer Developments Fixed Market 10 Experience Evolution Bringing you more speakers, attendees and valuable, interactive content than any other Middle Eastern telecoms show Special Focus: 2 Day Conference n 80+ speakers including 45 operators n The Mobile Healthcare Industry Agendas dedicated to: – 30 at CxO level – learn from the leaders Summit – a 2 day conference running how to solve the challenges facing your alongside the show taking mobile business today healthcare to the next level n Brand NEW focus streams in the n 2000 attendees - 59% at CxO/Director agenda – 10 streams focusing on the level in 2009 – do business with the hottest topics of Middle Eastern telecoms Middle East telecoms elite today n 75 operator companies in 2009 - 72% n A whole day dedicated to LTE - FREE operator attendance – record-breaking LTE seminars, briefings, technical overview number of operator decision-makers and network optimisation PLUS n 120 exhibitors displaying the latest Strategic Special Telecoms n Operator Training Courses MENA Telecoms HR & Recruitment products, services and technologies Partner Summit - incorporating
    [Show full text]
  • The Belga Group
    For further information: Florence Coppenolle Vice President Group Communication 09 Bd du Roi Albert II/Koning Albert II-laan, 27 B - 1030 Brussels Tel: + 32 2 202 40 23 E-Mail: [email protected] belgacom09 The Belgacom For CSR information: Concetta Fagard Vice President Group CSR, Sponsoring, annual report PR and Events Group Bd du Roi Albert II/Koning Albert II-laan, 27 B - 1030 Brussels Tel: + 32 2 202 89 03 E-Mail: [email protected] Bolstered by its long-standing experience as Belgium’s incumbent operator For financial information: and thanks to the multiple talents of its teams, the Belgacom Group is the Nancy Goossens country’s reference provider of integrated telecommunications services. By Vice President Investor Relations continuously investing in state-of-the-art technology, we are able to offer our Bd du Roi Albert II/Koning Albert II-laan, 27 customers high-speed solutions on all networks, both fixed and mobile. B - 1030 Brussels Tel: + 32 2 202 82 41 Fax: + 32 2 201 54 94 E-Mail: [email protected] Our mission As a responsible company, Belgacom wants to be the preferred provider of intuitive end-to-end solutions combining fixed and mobile telecom, IT and media, thereby empowering its customers to master and enrich their professional and private lives in a sustainable way. Our organisation • Residential customers are taken care of by the Consumer Business Unit (CBU). • Professional customers, meanwhile, benefit from the services of the Enterprise Business Unit (EBU). • Service Delivery Engine and Wholesale (SDE&W) groups together the network and IT services.
    [Show full text]
  • Tapa Final 2008
    GSMAAugust 2008 LA VISION GSMA LA VISION GSMA LA 3G en Latinoamérica: Roaming en Latinoamérica: Consideraciones relevantes YEAR BOOK - AUGUST 2008 AUGUST YEAR BOOK - La evolución que esperábamos Roaming in Latin America: Relevant considerations 3G in Latin America: The evolution we were waiting for Telefonía móvil: Una herramienta complementaria en situaciones de emergencia Mobile telephony: Copyright(c) 2008 GSMA LA Vision. All rights reserved, including the right to reproduce the magazine or portions there in any form. A complementary tool in emergency situations Without commercial value. Contenido / Content Staff 005 Presentación / Presentation Director General / General Director 006 GSMA LA hoy / GSMA LA today Juan Carlos Jil 010 Miembros de GSMA LA 2008 / GSMA LA Members 2008 Sub Director 012 Optimización. La clave del éxito en la evolución del mundo del Bernardita Oyarzún roaming / Optimization. The key to success in roaming’s evolving world 015 GSMA LA Plenary Meetings Editor Adjunto / Adjunct Editor 018 Las barreras se continúan desmoronando - Quién gobernará el mercado Alexis Arancibia de la próxima generación / Barriers continue to crumble - Who will govern the next generation marketplace Director de Producción / Production Director 023 GSMA LA Working Groups y sus proyectos / GSMA LA Working Rodolfo Reich Groups and their projects 032 Presionando la posición del medio / Squeezing the guy in the middle Diseño / Design 036 3G en Latinoamérica: la evolución que esperábamos / 3G in Latin Sebastián Miranda America: the evolution
    [Show full text]
  • Proximus, Sa De Droit Public
    PROXIMUS, SA DE DROIT PUBLIC Koning Albert II-laan 27, B-1030 Brussels incorporated with limited liability in Belgium Enterprise number 0202.239.951, Register of Legal Entities Brussels EUR 3,500,000,000 Euro Medium Term Note Programme This base prospectus (the Base Prospectus) relating to the EUR 3,500,000,000 Euro Medium Term Note Programme (the Programme) of Proximus, SA de droit public (the Issuer) is valid, for the purpose of the admission to trading and listing of the Notes (as defined below) on the regulated market of Euronext Brussels, for a period of twelve months from the date of approval. Any Notes issued under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. Under the Programme, the Issuer may from time to time issue notes (the Notes) in the Specified Denomination(s) specified in the applicable Final Terms as may be agreed between the Issuer and the relevant Dealer (as defined below). The Notes issued under the Programme may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes (each as defined herein) or a combination of any of the foregoing. The minimum Specified Denomination of Notes shall be EUR 100,000 (or its equivalent in other currencies). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR 3,500,000,000 (or its equivalent in other currencies) subject to increase as described herein. A description of the restrictions applicable at the date of this Base Prospectus relating to the maturity of certain Notes is set out on pages 132-134.
    [Show full text]
  • BELGACOM, S.A. DE DROIT PUBLIC (Incorporated with Limited Liability in Belgium) EUR2,500,000,000 Euro Medium Term Note Programme
    Proof 2: 23.9.10 PROSPECTUS 24 September 2010 BELGACOM, S.A. DE DROIT PUBLIC (incorporated with limited liability in Belgium) EUR2,500,000,000 Euro Medium Term Note Programme On 3 April 2000, Belgacom, S.A. de droit public became an issuer (the Issuer) under the U.S.$1,000,000,000 Euro Medium Term Note Programme (the Programme). This Prospectus supersedes any previous Prospectus or Offering Circular and supplements thereto describing the Programme and is valid, for the purpose of the listing of Notes on the Official List of the Luxembourg Stock Exchange, for a period of one year from the date of publication. Any Notes (as defined below) issued under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. Under the Programme, the Issuer may from time to time issue notes (the Notes) denominated in such currency and on such terms as may be agreed between the Issuer (as defined below) and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR2,500,000,000 (or its equivalent in other currencies calculated as described herein) subject to increase as described herein. A description of the restrictions applicable at the date of this Prospectus relating to the maturity of certain Notes is set out on page 20. The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 20 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers).
    [Show full text]