Kbc Ifima Nv
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BASE PROSPECTUS KBC INTERNATIONALE FINANCIERINGSMAATSCHAPPIJ N.V. (KBC IFIMA N.V.) (Incorporated with limited liability in The Netherlands) Unconditionally and irrevocably guaranteed by KBC Bank NV (Incorporated with limited liability in Belgium) €1,000,000,000 Retail Index Linked Euro Medium Term Note Programme Arranger and Dealer KBC Bank The date of this Base Prospectus is 9 November 2012. Application has been made to the Commission de Surveillance du Secteur Financier in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), as amended, for the approval of this document as a base prospectus for the purposes of Article 5.4 of the Prospectus Directive (as defined herein). According to Article 7(7) of the Luxembourg Act dated 10 July 2005, relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), the Commission de Surveillance du Secteur Financier does not assume any responsibility as to the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer or the Guarantor. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months from the date of approval of this Base Prospectus to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. 0058578-0000250 ICM:15682371.18 KBC INTERNATIONALE FINANCIERINGSMAATSCHAPPIJ N.V. (KBC IFIMA N.V.) (Incorporated with limited liability in The Netherlands) Unconditionally and irrevocably guaranteed by KBC Bank NV (Incorporated with limited liability in Belgium) €1,000,000,000 Retail Index Linked Euro Medium Term Note Programme Under this €1,000,000,000 Retail Index Linked Euro Medium Term Note Programme (the “Programme”), KBC Internationale Financieringsmaatschappij N.V. (the “Issuer” or “KBC IFIMA N.V.”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below), interest in respect of which will be linked to the level of an underlying equity index and which will be redeemed at par on the relevant maturity date, subject as provided herein. Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Notes issued prior to the date of this Base Prospectus. The payments of all amounts due in respect of the Notes will be guaranteed by KBC Bank NV (the “Guarantor” or “KBC Bank”) pursuant to a deed of guarantee dated 9 November 2012 as amended and/or supplemented and/or restated from time to time (the “Guarantee”) executed by the Guarantor. The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed €1,000,000,000 (or its equivalent in other currencies calculated as described under “General Description of the Programme”). The Notes may be issued on a continuing basis to KBC Bank NV or 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”). 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”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) for the approval of this document as a base prospectus for the purposes of Article 5.4 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 in a relevant Member State of the European Economic Area) (the “Prospectus Directive”). According to article 7 (7) of the Luxembourg Act dated 10 July 2005, relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), the Commission de Surveillance du Secteur Financier does not assume any responsibility as to the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer or the Guarantor. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months from the date of approval of this Base Prospectus to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes are intended to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and are intended to be listed on 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 payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche 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 at www.bourse.lu. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer(s). In the case of Notes which are (i) to be admitted to trading on a regulated market (as defined in the Prospectus Directive) of a European Economic Area Member State other than the regulated market of the Luxembourg Stock Exchange (a “Host Member State”); or (ii) offered to the public in a Host Member State, the Issuer will request that the CSSF delivers to the competent authority of the Host Member State a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive and, if so required by the relevant Host Member State, a translation of the summary set out in this Base Prospectus. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Notes of each Tranche will initially be represented by a temporary global Note (a “Temporary Global Note”) which will be delivered on or prior to the issue date thereof to a common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), and/or any other agreed clearance system which will be exchangeable, as specified in the applicable Final Terms, for a permanent global Note (a “Permanent Global Note”) upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. A Permanent Global Note will be exchangeable for definitive Notes only upon the occurrence of an Exchange Event, all as further described in “Form of the Notes” below. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended, (the “CRA Regulation”) will be disclosed in the applicable Final Terms. 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 and Dealer KBC Bank The date of this Base Prospectus is 9 November 2012. 0058578-0000250 ICM:15682371.18 The Notes have not been and will not be registered under the United States Securities Act 1933, as amended (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see “Subscription and Sale” below). All references in this document to “U.S. dollars”, “U.S.$” and “USD” refer to United States dollars, those to “£” and “Sterling” refer to pounds sterling, those to “forints” and “HUF” refer to Hungarian forints, those to “PLN” refer to Polish złoty, and those to “euro”, “EUR” or “€” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended. All references in this document to “KBC Bank Group” refer to the Guarantor together with its subsidiaries and all references in this document to “Group” refer to KBC Group NV (the parent company of the Guarantor) together with its subsidiaries. This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge and belief of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and contains no omissions likely to affect its import.