Fluvius System Operator Cv
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FLUVIUS SYSTEM OPERATOR CV organised as a cooperative company (coöperatieve vennootschap/société coopérative) under Belgian law Brusselsesteenweg 199, 9090 Melle, Belgium BE 0477.445.084 (RLE Ghent, section Ghent) EUR 5,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed on a several but not joint basis by Fluvius Antwerpen, Fluvius Limburg, Fluvius West, Gaselwest, Imewo, Intergem, Iveka, Iverlek, PBE, Riobra and Sibelgas Under the EUR 5,000,000,000 Guaranteed Euro Medium Term Note Programme (the “Programme”) described in this base prospectus (the “Base Prospectus”), Fluvius System Operator CV (the “Issuer”) may from time to time issue notes denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below) (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 5,000,000,000 (or its equivalent in any other currencies). The Notes are guaranteed by Fluvius Antwerpen, Fluvius Limburg, Fluvius West, Gaselwest, Imewo, Intergem, Iveka, Iverlek, PBE, Riobra and Sibelgas (each a “Guarantor” and together the “Guarantors”), each on a several but not joint basis, subject to the pro rata limitations set out in their respective guarantee (each a “Guarantee”). Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. Notes to be issued under the Programme may be Fixed Rate Notes, Floating Rate Notes, Zero-Coupon Notes (each as defined in Part IV – ‘Terms and conditions of the Notes’) or a combination of the foregoing, depending on the Interest and Redemption basis (each as defined in Part IV – ‘Terms and conditions of the Notes’) specified in the relevant Final Terms (as defined below). The Notes will be issued in the Specified Denomination(s) specified in the relevant Final Terms. The minimum Specified Denomination of the Notes shall be at least EUR 100,000 (or its equivalent in any other currency). The Notes have no maximum Specified Denomination. The Notes may be issued on a continuing basis to the Dealers specified below 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 Base 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. The English version of this Base Prospectus has been approved on 17 November 2020 by the Belgian 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 Regulation (EU) 2017/1129 (the “Prospectus Regulation”). It contains information relating to the issue by the Issuer of Notes under the Programme and must be read in conjunction with the documents incorporated by reference herein. The FSMA has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. This approval should not be considered as an endorsement of the Issuer or the Guarantors nor of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in any Notes. This Base Prospectus has been prepared in English and has been translated into Dutch. Without prejudice to the responsibility of the Issuer and the Guarantors for inconsistencies between the different language versions of the Base Prospectus, in case of inconsistencies between the English and Dutch language versions of the Base Prospectus, the English version will prevail. Application has been made to Euronext Brussels (“Euronext Brussels”) for Notes issued under the Programme during the period of twelve months from the date of approval of the Base Prospectus to be listed on Euronext Brussels and to be admitted to trading on the regulated market of Euronext Brussels. References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been listed and admitted to trading on the regulated market of Euronext Brussels. The regulated market of Euronext Brussels is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended (“MiFID II”). The Issuer may also issue Notes which are not listed or request the listing of Notes on any other stock exchange or market. This Base Prospectus is valid for twelve months from its 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. The Notes will be issued in dematerialised form in accordance with the provisions of the Belgian Companies and Associations Code (Wetboek van Vennootschappen en Verenigingen/Code des Sociétés et des Associations), as amended (the “Belgian Companies and Associations Code”) and cannot be physically delivered. The Notes will be represented exclusively by book entry in the records of the securities settlement system operated by the National Bank of Belgium (the “NBB”) or any successor thereto (the “NBB- SSS”). The Notes can be held by their holders through direct participants in the NBB-SSS, whose membership extends to securities such as the Notes (each a “Participant”) and through other financial intermediaries which in turn hold the Notes through any Participant. Information on the aggregate nominal amount of Notes, interest (if any) payable in respect of such Notes, the issue price of such Notes and other information which is applicable to each Tranche (as defined in Part IV – ‘Terms and conditions of the Notes’) of such Notes will be set out in a final terms document (the “Final Terms”) which will be delivered to the FSMA and Euronext Brussels on or before the date of issue of the Notes of such Tranche. Copies of Final Terms in relation to Notes to be listed on Euronext Brussels will be published on the website of the Issuer (https://over.fluvius.be/en/thema/investor-relations/ratings-and-bonds/bonds). The Issuer has been rated A3 by Moody’s Investor Service Ltd. and A+ by Creditreform Rating AG. The Guarantors are not rated. Notes issued under the Programme may be rated or unrated. When an issue of a certain Series (as defined in Part IV – ‘Terms and conditions of the Notes’) of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Issuer and such rating will be specified in the relevant Final Terms. Whether or not a rating in relation to any Series of Notes will be treated as having been issued by a credit rating agency established in the European Union or the United Kingdom and registered under Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the “CRA Regulation”) will be disclosed in the relevant Final Terms. A 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. Notes issued under this Programme constitute debt instruments. An investment in such Notes involves risks. By subscribing to the Notes, investors lend money to the Issuer who undertakes to pay interest (if any) and to reimburse the principal on the maturity date. In case of bankruptcy or default by the Issuer or the Guarantors, however, investors may not recover the amounts they are entitled to and risk losing all or a part of their investment. Prospective investors should furthermore take into account the risks relating to the enforcement of the Guarantees as indicated in the risk factor entitled “The enforcement of the Guarantees is subject to limitations stemming from the particular nature of the Guarantors” in Part II – ‘Risk factors’. Each prospective investor must carefully consider whether it is suitable for that investor to invest in the Notes in light of its knowledge and financial experience and should, if required, obtain professional advice. Prospective investors should read the Base Prospectus in its entirety and, in particular, the risk factors described under Part II – ‘Risk factors’ before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Notes. The Notes are not intended to be offered, sold or otherwise made available, and will not be offered, sold or otherwise made available, in Belgium by any Dealer to “consumers” (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended. Co-Arrangers and Dealers of the Programme BELFIUS BANK BNP PARIBAS FORTIS The date of this Base Prospectus is 17 November 2020. A42060361 Important information IMPORTANT INFORMATION IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS In this Base Prospectus, references to (i) the “Fluvius Economic Group” are to the Issuer, its subsidiaries, joint ventures and associated companies (being, on the date of this Base Prospectus, Atrias CV, De Stroomlijn CV, Fluvius OV, Interkabel and Synductis CV) and the Guarantors and (ii) “capital” and “share capital” are, where the context requires, to contribution (inbreng/apport) in accordance with applicable provisions of the Belgian Companies and Associations Code1. This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation and for the purpose of giving the necessary information with regard to the Issuer, the Guarantors and the Notes which, according to the particular nature of the Issuer, the Guarantors and the Notes, is material to enable investors to make an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer and the Guarantors, the rights attaching to the Notes and the reasons for the issuance of the Notes and its impact on the Issuer and the Guarantors.