SES SES GLOBAL AMERICAS HOLDINGS GP Château De Betzdorf 4 Research Way L-6815 Betzdorf Princeton Luxembourg New Jersey 08540 United States of America
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PROSPECTUS SES (incorporated as a société anonyme under the laws of Luxembourg) SES GLOBAL AMERICAS HOLDINGS GP (established as a general partnership under the laws of the State of Delaware) €4,000,000,000 Euro Medium Term Note Programme This document comprises two base prospectuses (together, the Prospectus): (i) the base prospectus for SES in respect of non-equity securities within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation) (the Notes) to be issued by it under this €4,000,000,000 Euro Medium Term Note Programme (the Programme) and (ii) the base prospectus for SES Global Americas Holdings GP (SES Americas) in respect of Notes to be issued by it under this Programme. Under the Programme, SES and SES Americas (each an Issuer and, together, the Issuers) may from time to time issue Notes denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). The payment of all amounts due in respect of the Notes issued by SES Americas will be unconditionally and irrevocably guaranteed by SES and the payment of all amounts due in respect of the Notes issued by SES will, subject to the provisions of Condition 17 in “Terms and Conditions of the Notes”, be unconditionally and irrevocably guaranteed by SES Americas (each in its capacity as guarantor, the Guarantor). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €4,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. 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” on pages 5 to 27. 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 16 July 2019 on prospectuses for securities, as amended (the Prospectus Law), for the approval of this Prospectus comprising two base prospectuses for the purposes of Article 8 of the Prospectus Regulation. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme described in the Prospectus to be listed on the official list of the Luxembourg Stock Exchange (the Official List) and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the Regulated Market). References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been listed on the Official List and admitted to trading on the Regulated Market. The Luxembourg Stock Exchange’s Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU (as amended, MiFID II)). This Prospectus has been approved by the CSSF as competent authority under the Prospectus Law and the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuers or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. By approving a prospectus, in accordance with Article 20 of Regulation 2017/1129, the CSSF does not engage in respect of the economic and financial opportunity of the operation or the quality and solvency of the Issuers or of the Notes to be issued hereunder. Pursuant to the Prospectus Law, the CSSF is not competent to approve prospectuses for the offering to the public or for the admission to trading on regulated markets of money market instruments (as defined in point (17) of Article 4(1) of Directive 2014/65/EU) having a maturity at issue of less than 12 months. This Prospectus is valid for a period of twelve months from the date of approval and the obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any final terms not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the Final Terms). The minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or the United Kingdom or offered to the public in a Member State of the European Economic Area or the United Kingdom in circumstances which require the publication of a prospectus under the Prospectus Regulation will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the relevant Issuer, the relevant Guarantor and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. The rating of a certain Series (as defined under “Terms and Conditions of the Notes) of Notes to be issued under the Programme may be specified in the applicable Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union or the United Kingdom and registered under the Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation) (and such registration has not been withdrawn or suspended). Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). Bearer Notes of each Tranche will initially be represented by a temporary global Note (each a Temporary Bearer Global Note) which will be deposited on the issue date thereof with a common depositary (the Common Depositary) or a common safekeeper (the Common Safekeeper), as the case may be, on behalf of Euroclear Bank SA/NV (Euroclear), and Clearstream Banking S.A. (Clearstream, Luxembourg) and/or any other agreed clearance system which will be exchangeable, as specified in the applicable Final Terms, for either a permanent global Note (each a Permanent Bearer Global Note and, together with a Temporary Bearer Global Note, the Bearer Global Notes) or Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. If the Bearer Global Notes are stated in the applicable Final Terms to be issued in new global note (NGN) form, the Bearer Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to the Common Safekeeper for Euroclear and Clearstream, Luxembourg. A Permanent Bearer Global Note will be exchangeable for definitive Notes in certain limited circumstances, all as further described in “Form of the Notes” below. Registered Notes of each Tranche will initially be represented by a global note in registered form (a Registered Global Note) which will be deposited with a Common Depositary or a Common Safekeeper, as the case may be, on behalf of Euroclear and Clearstream, Luxembourg. If a Registered Global Note is held under the New Safekeeping Structure (the NSS) the Registered Global Note will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. A Registered Global Note will be exchangeable for definitive Notes, in certain limited circumstances, all as further described in “Form of the Notes” below. Bearer Global Notes which are not issued in NGN form and Registered Global Notes which are not held under the NSS will be deposited on the issue date of the relevant Tranche with a Common Depositary on behalf of Euroclear and Clearstream, Luxembourg. Arranger BNP PARIBAS Dealers Banca IMI Bank of China Banque et Caisse d’Epargne de l’Etat, Luxembourg BBVA BNP PARIBAS Commerzbank Deutsche Bank Goldman Sachs International HELABA HSBC ING Bank N.V., Belgian Branch J.P. Morgan Landesbank Baden-Württemberg Mizuho Securities MUFG NatWest Markets SMBC Nikko Société Générale Corporate & Investment Banking The date of this Prospectus is 29 May 2020 2 Each of SES and SES Americas (the Responsible Persons) accepts responsibility for the information contained or incorporated by reference in this Prospectus (including, for the avoidance of doubt, any information contained in the Final Terms relating to an issue of Notes under the Programme). To the best of the knowledge of each of SES and SES Americas, the information contained or incorporated by reference in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The only persons authorised to use this Prospectus in connection with an offer of Notes are the persons named as the relevant Dealer or the Managers in relation to the offer of Notes.