On 15 June 2022 Immobel SA/NV (“Immobel”) announced the launch of a public offer in Belgium of 4-year green notes (the “Notes”) to both retail and qualified investors. The Notes were succesfully placed on 17 June 2022 with mostly retail investors following a book-building process where Belfius and BNP Paribas Fortis have acted as Joint Green Bond Structurers, and Belfius, BNP Paribas Fortis and KBC have acted as Joint Bookrunners and Joint Lead Managers.
Since the maximum amount of EUR 125 million was raised, Immobel decided to close the subsciption period early on 17June 2022 at 5.40 CET.
In case of oversubscription, a reduction of the subscriptions may apply, i.e., the subscriptions will be scaled back proportionally, with an allocation of a multiple of EUR 1,000 and, to the extent possible (i.e., to the extent there are not more investors than Notes), a minimum nominal amount of EUR 1,000 which corresponds to the denomination of the Notes and is the minimum subscription amount for investors. Subscribers may have different reduction percentages applied in respect of the amounts subscribed by them depending on the financial intermediary through which they have subscribed to the Notes. The subscribers will be informed regarding the number of Notes that have been allotted to them as soon as possible by the relevant financial intermediary.
The Notes will be issued on 29 June 2022 and will be listed and admitted to trading on the regulated market of Euronext Brussels (ISIN BE0002866474). The gross actual coupon pays 4.75%. The gross actuarial yield amounts to 4.299% on an annual basis and the net actuarial yield amounts to 2.889% on an annual basis.
“The issuance of this bond will allow us to continue developing our projects with high sustainability requirements. The success of this transaction is a clear sign of continued investor interest in environmental concerns and shows the investor confidence in our company,” explains Karel Breda, Chief Financial Officer.
For this transaction, Immobel was advised by Linklaters and the Joint Lead Managers by Jones Day.
This press release must be read together with the Base Prospectus dated 14 June 2022, and the Final Terms dated 14 June 2022 (including the issue-specific summary attached thereto), which are available on the websites of Immobel (https://www.immobelgroup.com/en/publications/bond-issues), Belfius (www.belfius.be/obligatie-immobel-2022 (Dutch) or www.belfius.be/obligation -immobel-2022 (French)), BNP Paribas Fortis (https://www.bnpparibasfortis.be/emissies (Dutch) or https://www.bnpparibasfortis.be/emissions (French)) and KBC (www.kbc.be/bonds/immobel2022 (Dutch) or www.kbc.be/bonds/immobel2022 (French)).
THIS COMMUNICATION IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS FORBIDDEN UNDER APPLICABLE LAW. This communication does not constitute an offer to sell or to subscribe to any securities (including the Notes), or an invitation to make an offer to purchase such securities or subscribe to such securities, and securities (including the Notes) shall not be sold or subscribed to in any jurisdiction in which such offer, invitation, sale or subscription would be illegal without advance subscription or qualification under the financial legislation of such jurisdiction. The issue of, subscription to or purchase of securities (including the Notes) is subject to special statutory or regulatory restrictions in certain jurisdictions. Immobel is not liable in the event that there is a violation by any person of these restrictions. No public offering shall be made of any securities, referred to in this document, in the United States. The securities referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any other supervisory authority of securities of any state or other jurisdiction of the United States and may not be offered, sold or delivered in any other way, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. The Notes have not been approved or rejected by the SEC, any other supervisory authority of securities of any state or other supervisory body of the United States, nor have these authorities assessed the appropriateness of this proposed offer or the adequateness or accuracy of this document. Any statement to the contrary is a criminal offence in the United States. The Notes may not be sold in any Member State in the European Economic Area (“Member State”) to the public except to the public in Belgium and, otherwise, in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of Notes shall require the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement to a prospectus pursuant to Article 23 of the Prospectus Regulation, and for purposes of this paragraph, the expression “an offer to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. The Notes may not be offered, sold or otherwise made available to any person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA 2000”) and any rules or regulations made under the FSMA 2000 to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and for purposes of this paragraph, the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. The Notes have also not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”) and the Notes may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan. The Notes may only be offered or sold in France to, and the Base Prospectus and the applicable Final Terms or any other offering material relating to the Notes can only be distributed to qualified investors as defined in Article 2(e) of the Prospectus Regulation. This document is not an offering document or prospectus in connection with the offering of the Notes by Immobel. Investors may not accept an offering of Notes nor acquire them unless they do this on the basis of information contained in the Base Prospectus and the final terms in relation to the Notes.