Prospectus English

Ontex Group NV Korte Keppestraat 21/31, 9320 Erembodegem (Aalst), Belgium Offering of Ordinary Shares (including approximately €325 million of Newly Issued Ordinary Shares (representing a maximum of 19,696,969 Shares based on the low end of the Price Range) and up to 7,000,000 Existing Ordinary Shares) Listing of all Shares on Euronext Brussels This prospectus (the “Prospectus”) relates to the offering (the “Offering”) (i) by Ontex Group NV (the “Company”), a limited liability company organized under the laws of Belgium, of such number of newly issued ordinary shares, with no nominal value, of the Company (the “Shares”) as is necessary to raise gross proceeds of approximately €325 million (the “Primary Tranche”) (representing a maximum of 19,696,969 Shares based on the low end of the Price Range) and (ii) by Whitehaven B S.à r.l. (“Whitehaven B”), an investment vehicle ultimately owned by funds advised by affiliates of TPG Global, LLC (“TPG”) and funds advised by affiliates of The Goldman Sachs Group, Inc. (“GSCP”) and certain members of the previous and current executive management team of the Company (together, the “Selling Shareholders”), of up to 7,000,000 existing Shares (the “Secondary Tranche”). The Shares being offered by the Company and the Selling Shareholders are herein referred to as the “Offer Shares.” The Offering consists of (i) an initial public offering to retail and institutional investors in Belgium (the “Belgian Offering”); (ii) a private placement in the United States to persons who are reasonably believed to be “qualified institutional buyers” or “QIBs” (as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)), in reliance on Rule 144A; and (iii) private placements to institutional investors in the rest of the world. The Offering outside the United States will be made in compliance with Regulation S (“Regulation S”) under the U.S. Securities Act. The aggregate number of Offer Shares sold in the Secondary Tranche may be increased by up to 15% of the aggregate number of Offer Shares initially offered (the “Increase Option”). Any decision to exercise the Increase Option will be communicated, at the latest, on the date of the announcement of the Offer Price. Whitehaven B and certain other Selling Shareholders are expected to grant UBS Limited, as stabilization manager (the “Stabilization Manager”), on behalf of itself and the Underwriters (as defined herein), an option to purchase additional Shares in an aggregate amount equal to up to 15% of the number of Offer Shares sold in the Offering (including pursuant to any effective exercise of the Increase Option) at the Offer Price (as defined below) to cover over-allotments or short positions, if any, in connection with the Offering (the “Over-allotment Option”). The Over-allotment Option will be exercisable for a period of 30 days following the Listing Date (as defined below). As used herein, the term “Offer Shares” shall include any over-allotted Shares (unless the context requires otherwise). Within five business days after the end of the Stabilization Period (as defined below), information in relation to stabilization activities, if any, will be made public. An investment in the Offer Shares involves substantial risks and uncertainties. Prospective investors should read the entire document, and, in particular, should see “Risk Factors” beginning on page 26 for a discussion of certain factors that should be considered in connection with an investment in the Shares. All of these factors should be considered before investing in the Offer Shares. In particular, investors should be aware that we are highly leveraged. As of March 31, 2014, we had net financial debt of €862.1 million and our net financial debt to equity ratio was 2.3:1. Accordingly, investors should have particular regard to the risk factors entitled “The shares of certain of our subsidiaries and certain of our assets are pledged in favor of our creditors, and if we are unable to meet our obligations under the Senior Secured Notes and/or the Revolving Credit Facility, our creditors will be entitled to enforce the collateral securing these obligations,” “Our substantial leverage and debt service obligations could adversely affect our business” and “We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs.” Prospective investors must be able to bear the economic risk of an investment in the Shares and should be able to sustain a partial or total loss of their investment. PRICE RANGE: €16.50 TO €20.50 PER OFFER SHARE The price per Offer Share (the “Offer Price”) will be determined during the Offering Period (as defined herein) through a book-building process in which only institutional investors may participate. Among the factors to be considered in determining the Offer Price, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of its business potential and earnings prospects, an assessment of the Company’s management and consideration of the above factors in relation to the market valuation of companies in related businesses. The Offer Price may differ significantly from prices prevailing in over-the-counter transactions and price quotations that have historically been available. See ‘‘The Offering — Offer Price’’ for further information. The Offer Price, the number of Offer Shares sold in the Offering and the allocation of Offer Shares to retail investors is expected to be made public in the Belgian financial press on or about June 25, 2014 and in any event no later than the first business day after the end of the Offering Period. The Offer Price will be a single price in Euros, exclusive of the Belgian tax on stock exchange transactions, and of costs, if any, charged by financial intermediaries for the submission of applications. The Offer Price is expected to be between €16.50 and €20.50 per Offer Share (the “Price Range”). The Offer Price may be set within the Price Range or below the lower end of the Price Range but will not exceed the higher end of the Price Range. The offering period (the “Offering Period”) will begin on June 11, 2014 and is expected to end no later than 4:00 pm (CET) on June 24, 2014, subject to early closing, provided that the Offering Period will in any event be open for at least six business days from the availability of this Prospectus. However, in accordance with the possibility provided for in art. 3. § 2 of the Royal Decree of May 17, 2007 on primary market practices, we expect the subscription period for the retail offering to end on June 23, 2014, the day before the end of the institutional bookbuilding period, due to the timing and logistical constraints associated with the centralization of the subscriptions placed by retail investors with the Joint Lead Managers and with other financial institutions. Any early closing of the Offering Period will be announced in the Belgian financial press, and the dates for each of pricing and allocation, publication of the Offer Price and results of the Offering, conditional trading and closing of the Offering will in such case be adjusted accordingly. The Joint Lead Managers will use reasonable efforts to deliver the newly issued Shares to individual persons residing in Belgium and to investors subject to Belgian income tax on legal entities (rechtspersonenbelasting/impôt des personnes morales), in this order of priority. No tax on stock exchange transactions is due on the subscription of newly issued Shares (see “Taxation — Belgian Taxation — Capital Gains and Losses on Shares — Tax on Stock Exchange Transactions.”) Prior to the Offering, there has been no public market for the Shares. An application has been made to list the Shares on Euronext Brussels under the symbol “ONTEX.” Trading of the Shares on Euronext Brussels is expected to commence, on an “if-and-when-issued and/or delivered” basis, on or about June 25, 2014 (the “Listing Date”). Delivery of the Offer Shares is expected to take place in book-entry form against payment therefor in immediately available funds on or about June 30, 2014 (the “Closing Date”) to investors’ securities accounts via Euroclear Belgium, the Belgian central securities depository. See “The Offering.” This document constitutes an offer and listing prospectus for purposes of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council of the European Union (as amended, including by Directive 2010/73/EU, the “Prospectus Directive”) and has been prepared in accordance with Article 20 of the Belgian Law of June 16, 2006 on the public offering of securities and the admission of securities to trading on a regulated market, as amended (the “Prospectus Law”). The English version of this Prospectus was approved by the Belgian Financial Services and Market Authority (the “FSMA”) on June 10, 2014. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the Offer Shares in any jurisdiction or to any person to whom it would be unlawful to do so. The Shares have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Prospective purchasers are hereby notified that sellers of the Shares may be relying on the exemption from the provisions of Section 5 of the U.S.

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