Immobel SA/NV (“Immobel”) hereby announces that on 17 June 2022 it will launch a public offer in Belgium of 4-year green notes for a minimum nominal amount of EUR 75,000,000 and a maximum nominal amount of EUR 125,000,000 (the “Notes”). The Notes will be offered both to retail investors and to qualified investors. Upon issue, the Notes will be listed on the regulated market of Euronext Brussels.
The Notes will be issued on the basis of the base prospectus dated 14 June 2022 (the “Base Prospectus”) in relation to Immobel’s EUR 325,000,000 Euro Medium Term Note (EMTN) programme.
The net proceeds of the Notes will be used by Immobel to finance or refinance exclusively, in whole or in part, assets, projects and activities which contribute to Immobel’s ESG strategy in accordance with the eligibility criteria set out in Immobel’s Green Finance Framework. For more information, please read the Base Prospectus (and in particular section “Use of Proceeds” on page 102 and section “Green Finance Framework” on pages 103-105).
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This document is an advertisement for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
The Notes constitute unsecured debt instruments. By subscribing to the Notes, investors lend money to Immobel who undertakes to pay interest annually and to reimburse the principal amount on the maturity date. In case of insolvency or default by Immobel, investors may not recover all amounts they are entitled to and risk losing all or part of their investment. Investing in the Notes involves certain risks and may not be a suitable investment for all investors. Each prospective investor must carefully consider whether it is suitable for that investor to invest in the Notes and should, if required, obtain professional advice.
Each decision to invest in the Notes must be based solely on the information contained in the Base Prospectus, and in the Final Terms dated 14 June 2022 (including the issue-specific summary attached thereto). Prospective investors should read the Base Prospectus in its entirety, as well as the Final Terms (including the issue-investors specific summary attached thereto), and, in particular, the risk factors described under the section headed “Risk Factors” on pages 15 - 35 of the Base Prospectus, setting out certain risks in relation to an investment in the Notes including the risk factor “The allocation of the proceeds of Green Notes to Eligible Assets by the Issuer may not meet investor expectations and may not be aligned with future guidelines and/or regulatory or legislative criteria, which could adversely affect the value of the Green Notes”, before investing in the Notes.
The green projects to which the net proceeds of the Notes are allocated in accordance with Immobel’s Green Finance Framework, which is based on the ICMA Green Bond Principles (2018) and the Loan Market Association Green Loan Principles (2020) may not meet future legislative or regulatory requirements, or may not meet all investor expectations regarding sustainability performance, or may not continue to meet the relevant eligibility criteria.
The issue price is set at 100% of the nominal value of the Notes. The offer price for retail investors is set at 101.625% of the nominal amount of the Notes, which comprises the issue price and a selling and distribution commission of 1.625% to be borne by the retail investors. A different commission may apply to certain qualified investors. The gross coupons amount to 4.75%, payable on 29 June in each year and for the first time on 29 June 2023. The gross actuarial yield on the basis of the offer price (and assuming that the Notes will be held until the maturity date) will amount to 4.299%, while the net actuarial yield (namely the gross yield less deduction of the withholding tax of 30%) will amount to 2.889%. The financial services in relation to the Notes will be provided free of charge by the Joint Lead Managers (as defined below). Investors must inform themselves about the costs that other financial institutions might charge them.
The net proceeds of the Notes are expected to amount to EUR 74.900.000 after deduction of costs and expenses in case of a transaction size set at the minimum nominal amount and EUR 124.900.000 after deduction of costs and expenses in case of a transaction size set at the maximum nominal amount.
The Notes will be governed by Belgian law and will be redeemable at 100% of their nominal amount on the maturity date, namely 29 June 2026.
The nominal amount of each Note is EUR 1,000 and the minimum subscription amount is also EUR 1,000.
The subscription period will run from 17 June 2022 (9:00 a.m. CET) up to and including 22 June 2022 (5:30 p.m. CET), subject to the possibility of early closure by Immobel as from 17 June 2022 at 5:30 p.m. CET. The Notes will be issued on 29 June 2022. Retail investors are encouraged to subscribe to the Notes on the first business day of the subscription period before 5.30 p.m. (CET).
Belfius and BNP Paribas Fortis are acting in the capacity of “Joint Green Bond Structurers”. Belfius, BNP Paribas Fortis and KBC are acting as “Joint Bookrunners” and “Joint Lead Managers” (the “Joint Lead Managers”).
To subscribe to the Notes or to obtain any information, investors may contact Belfius (Tel. +32 (0)2 222 12 01 (French) or +32 (0)2 222 12 02 (Dutch) or web link www.belfius.be/obligatie-immobel-2022 (Dutch) or www.belfius.be/obligation -immobel-2022 (French)), BNP PARIBAS FORTIS (Tel. +32 (0)2 433 41 34 (Dutch) or +32 (0)2 433 41 31 (French) or web link https://www.bnpparibasfortis.be/emissies (Dutch) or https://www.bnpparibasfortis.be/emissions (French)), and KBC (web link www.kbc.be/bonds/immobel2022 (Dutch) or www.kbc.be/fr/bonds/immobel2022 (French))
The Base Prospectus has been approved by the Belgian Financial Services and Markets Authority (the “FSMA”). The approval of the Base Prospectus should not be understood as an endorsement of the Notes. Potential investors read the Base Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Notes.
The Base Prospectus (including the various selling restrictions set out therein) can be consulted on the websites of the FSMA (www.fsma.be),Immobel (https://www.immobelgroup.com/en/publications/bond-issues) and of Belfius, BNP Paribas Fortis and KBC on the websites mentioned in the previous paragraph of this press release.
The final terms of the Notes can be consulted on the website of Immobel (https://www.immobelgroup.com/en/publications/bond-issues). The Green Finance Framework can be consulted on the website of Immobel (https://www.immobelgroup.com/nl/publications/green-finance-framework).
COMPLAINTS
If you have a complaint to make, you can send it to:
Belfius
Your local Belfius bank branch, your financial adviser, or by email: [email protected].
If you are not satisfied with the reply, you can contact Belfius Bank NV/SA, Negotiation (number 7913), Place Charles Rogier 11, 1210 Brussels, or by email: [email protected].
BNP Paribas Fortis
BNP Paribas Fortis’ Complaints Management, whose address is Montagne du Parc 3, 1000 Brussels, or by email: [email protected].
If you do not immediately obtain a solution after having contacted the aforesaid parties, you can send your complaint to the Financial Disputes Ombudsman (L’Ombudsman en conflits financiers), at North Gate II, Boulevard du Roi Albert II, 8, 1000 Brussels (www.ombudsfin.be).
KBC
You can contact your financial advisor at your local KBC Bank branch.
If you feel that your suggestion or complaint cannot be addressed by your KBC bank branch or if you are not satisfied with the solution proposed, contact KBC Complaints Management, Brusselsesteenweg 100, 3000 Leuven, by phone 0800 62 084 or by e-mail [email protected].
If you are not satisfied with the answer or proposed solution by KBC, you can contact the ombudsman in financial disputes at North Gate II, Koning Albert II-laan 8 bus 2, 1000 Brussels, by phone 02 545 77 70, or by e-mail [email protected]