Prospectus
20.11.2019
The document that you are seeking to access, is the electronic version of a prospectus relating to a public offer in Belgium by VGP NV (the “Issuer”) of 2.75% bonds with maturity date in 2023 (the “Bonds”) in accordance with the applicable legislation in Belgium (the “Prospectus”). The Prospectus in English was approved by the FSMA on 19 November 2019. The Prospectus is solely intended for residents of Belgium who are physically present in Belgium, as well as for persons who reside outside of Belgium and who may access it and who may accept the offer in accordance with the legislation and regulation of the other countries where they may be applicable.
In particular residents of a Member State of the European Economic Area other than Belgium are not allowed to access the Prospectus unless the offer may be made in a Member State in accordance with one of the exemptions as set forth in Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended (the “Prospectus Regulation”), to the extent that such exemptions are implemented in the relevant Member State and to the extent that such offer does not entail, in any of these Member States, an obligation for the Issuer to publish a prospectus in accordance with article 3 of the Prospectus Regulation, as implemented in any of the Member States.
In general, every person seeking to access the Prospectus will need to verify in advance that such access does not constitute a breach of the applicable legislation or regulation. The Issuer cannot be held liable in case of a breach of these restrictions by any person.
Under no circumstances shall the Prospectus constitute an offer or a solicitation to subscribe to the Bonds in any country where access to the Prospectus, the offer or the solicitation may be unlawful and under no circumstances may the Prospectus be used for such purposes or in that respect.
The Issuer has taken no action to offer its securities to the public outside of Belgium and is not planning on doing so; the Issuer has not obtained any approval for the circulation of the Prospectus in a jurisdiction outside of Belgium.
The Prospectus may not be published or circulated, directly or indirectly, in the United States of America, in Switzerland, or in any other jurisdiction where the publication or circulation of such information may be held unlawful.
In particular, the Prospectus does not constitute an offer of securities in the United States of America or in any other country. The securities may not be offered or sold on the territory of the United States of America, without registration or exemption from registration under the US Securities Act 1993, as amended from time to time (the “Securities Act”). The Issuer does not intend to register the entire offer or a part thereof in the United States of America, nor does it intend to make a public call for savings in the United States of America. With the exception of certain exemptions, the Bonds may not be offered, sold or distributed on the territory of the United States of America, or on account of or for the benefit of American citizens. The offer is made outside of the United States of America in accordance with the regulations of the Securities Act.
The distribution of the electronic version of the Prospectus on a website other than the websites referred to in the next paragraph, as well as the reproduction, distribution or circulation thereof in printed or electronic form are strictly forbidden. The Issuer can under no circumstances be held liable for any unlawful reproduction or distribution of the Prospectus.
Investors are invited to read the Prospectus of 19 November 2019 that was approved by the FSMA on 19 November 2019 attentively. The Prospectus is available in English and in Dutch and the summary of such Prospectus is available in French, free of charge, upon request from the Issuer (+32 3 289 14 30). These documents can also be consulted on the website of the Issuer (https://www.vgpparks.eu/en/investors/bonds/), on the KBC Bank or CBC Banque website (www.kbc.be/vgp or www.cbc.be/vgp) and on the Belfius Bank SA/NV website (www.belfius.be/vgp2019).