The key features of the Bonds are listed below:
Issuer – NV Bekaert SA (incorporated under Belgian law) Denomination – The Bonds are available in denominations of € 1 000
Form and status – Unsubordinated dematerialized securities, subject to Belgian law. The Bonds constitute direct, unconditional, unsubordinated and, subject to the provisions of the negative pledge, unsecured obligations of the Issuer. Offer period – From 9 October 2020 at 9.00 am CET until 16 October 2020 at 5.30 pm CET (subject to early close) Issue and payment date – 23 October 2020
Size – Up to € 200 million
Annual coupon – 2.75% (gross) paid annually on 23 October
Issue price – 101.875% (including a commission of 1.875% to be borne by retail investors1)
Gross Actuarial Yield at issue price – 2.455% (assuming that the Bonds will be held until the Maturity Date) Net Actuarial Yield after 30% withholding tax – 1.639% (assuming that the Bonds will be held until the Maturity Date) Scheduled Maturity Date – 23 October 2027
Repayment – 100% per denomination
Rating – The Bonds will not be rated
ISIN Code – BE0002735166
This document is an advertisement for the purposes of the Prospectus Regulation (as defined below).
The Bonds constitute debt instruments. An investment in the Bonds involves risks. By subscribing to the Bonds, investors lend money to Bekaert which undertakes to pay interest on an annual basis and to reimburse the principal on the maturity date. In case of bankruptcy or default on the part of Bekaert or it becoming insolvent, investors may not recover the amounts they are entitled to and risk losing all or part of their investment. The Bonds are intended for investors who are capable of evaluating the interest rate in light of their knowledge and financial experience. An investment decision must solely be based on the information contained in the prospectus related to the offering of the Bonds (the “Prospectus”). Before making any investment decision, the investors must read the Prospectus in its entirety (and, in particular, Part 2: Risk factors on pages 10 to 24 of the Prospectus). Investors should in particular note that the long tenor of the Bonds and the ongoing COVID-19 pandemic might increase the materiality of the identified risk factors related to the Issuer and the Bonds and that the Issuer’s debt ratio is high and that the Issuer is therefore exposed to a (re)financing risk. Each potential investor must investigate carefully whether it is appropriate for this type of investor to invest in the Bonds, taking into account his or her knowledge and experience and must, if needed, obtain professional advice.
Use of proceeds
The proceeds of the transaction will initially be held in cash by Bekaert and applied in full on 9 June 2021 to repay part of the outstanding amount of € 380 million under the 2016 Convertible Bonds, which will mature on such date. With the Bonds issue, Bekaert aims to increase the average maturity of its outstanding debt and achieve an optimal balance between bank financing and financing through the capital markets.
The minimum subscription amount for investors is € 1 000.
Retail Investors are encouraged to subscribe to the Bonds on the first business day of the subscription period (i.e., Friday 9 October 2020) before 5.30 pm (CET) to ensure that their subscription is taken into account when the Bonds are awarded, subject, as the case may be, in case of oversubscription, to a proportional reduction of their subscription. Subscribers may have different reduction percentages applicable to them depending on the financial intermediary through which they have subscribed to the Bonds.
Retail investors shall pay a selling and distribution commission of 1.875%. The financial services in relation to the Bonds will be provided free of charge by the Joint Lead Managers. Investors must inform themselves about the costs that their financial institutions might charge them.
Prospectus / Selling Restrictions
The Prospectus has been approved as a prospectus by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés Financiers/Autoriteit voor Financiële Diensten en Markten) (the “FSMA”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The FSMA only approved the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the FSMA should not be considered as an endorsement of the issuer or (of the quality of) the Bonds. Investors should make their own assessment as to the suitability of investing in the Bonds. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Bonds.
The Prospectus (which includes the applicable selling restrictions) can be consulted on the websites of the Belgian Financial Services and Markets Authority (https://www.fsma.be/…), on the website of Bekaert in the section addressed to investors (https://www.bekaert.com/…), on the website of BNP Paribas Fortis (www.bnpparibasfortis.be/…), on the website of ING (www.ing.be/en, go to “Retail – Investing – Investments – Bonds”)) and on the website of KBC (www.kbc.be/bekaert). The Prospectus is available in Dutch and English and a French language summary is also available.
Bekaert (bekaert.com) is a world market and technology leader in steel wire transformation and coating technologies. We pursue to be the preferred supplier for our steel wire products and solutions by continuously delivering superior value to our customers worldwide. Bekaert (Euronext Brussels: BEKB) is a global company with 28 000 employees worldwide, headquarters in Belgium and € 5 billion in combined revenue in 2019.
If you have a complaint to make, you can send it:
• By regular mail to BNP Paribas Fortis – Klachtenbeheer – Warandeberg 3, 1000 Brussel or by email to: firstname.lastname@example.org.
• By regular mail to ING, Customer Service, Sint-Michielswarande 60, 1040 Brussel or by email to: email@example.com.
• By email to KBC, firstname.lastname@example.org or by phone, 0800 62 084.
In case your complaint doesn’t get settled through the above channels, you can contact the Ombudsman in financial matters (https://www.ombudsfin.be/) by regular mail to North Gate II, Koning Albert II-laan 8, bus 2, 1000 Brussel or by e-mail, email@example.com.
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 securities, or an invitation to make an offer to purchase securities or subscribe to securities, and securities 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 is subject to special statutory or regulatory restrictions in certain jurisdictions. NV Bekaert SA 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 securities referred to in this document 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. This document is not an offering document or prospectus in connection with an offering of securities by NV Bekaert SA. Investors may not accept an offering of securities that are mentioned in this document nor acquire them unless they do this on the basis of information contained in the Prospectus. This document is an advertisement for the purposes of the Prospectus Regulation.
1 A different commission is applicable for qualified investors, as set out in the Prospectus.
NV Bekaert SA
Telefon: +32 (56) 766100
Telefax: +32 (56) 2305-43
Telefon: 32 (56) 76 66 10