Ghelamco Invest NV IFRS Consolidated Financial Statements at 31 December 2015 Approved by ...

484 Pages·2017·11.15 MB·English

by  Any Authorised User

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive
and for the purpose of giving information with regard to the Issuer (together with its subsidiaries, the "Issuer
Group"),the Guarantor(together withits subsidiaries,the "Guarantor Group")and the Notes which, according to
the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. Where
reference is made to the "Terms and conditions of the Notes"or to the "Conditions", reference is made to the Terms
and Conditions of the Notes as set out in Part IV (Terms and conditions of the Notes) of the Base Prospectus
and, in relation to any Series of Notes, to the Terms and Conditions of the Notes (as set out in Part IV (Terms
and conditions of the Notes) together with the relevant Final Terms of that Series. Where reference is made to
the "subsidiaries", reference is made to a subsidiary within the meaning of Article 6 of the Belgian Companies
Code.
Each of the Issuer and the Guarantor, having their registered office at Zwaanhofweg 10, 8900 Ieper, Belgium
(the "Responsible Persons") acceptsresponsibility for the information contained in this Base Prospectusand any
supplements of the Base Prospectus. The Issuer will be responsible for all the information contained therein.
The Guarantor will only be responsible for the information relating to itself and the Guarantee. To the best of
the knowledge of the Issuer and the Guarantor (the latter however only with respect to the information for
which it is responsible), each having taken all reasonable care to ensure that such is the case, the information
contained in this Base Prospectusis in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant
Member State, from the requirement to publish a Base Prospectus for offers of Notes. Accordingly any person
making or intending to make an offer in that Relevant Member State of Notes which are the subject of an
offering contemplated in this Base Prospectusas completed by final terms in relation to the offer ofthose Notes,
may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a Base
Prospectus pursuant to Article 3 of the Prospectus Directive or supplement a Base Prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer, nor the
Guarantor nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a Base
Prospectusfor such offer. The expression "ProspectusDirective"means Directive 2003/71/EC (and amendments
thereto), and includes any relevant implementing measure in the Relevant Member State.
This Base Prospectusis to be read in conjunction with all documents which are enclosed in Annex(see Part III
"Documents enclosed in Annex"of the Base Prospectus).
No person is or has been authorised to give any information or to make any representation other than
those contained in and consistent with this Base Prospectus in connection with the issue or sale of the
Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by or on behalf of the Issuer, the Guarantor or any of the Dealers or the Arrangers. Neither
the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or the
Guarantor or their subsidiaries since the date hereof or the date upon which this Base Prospectus has
been most recently amended or supplemented or that there has been no adverse change, nor any event
likely to involve any material change, in the condition (financial or otherwise) of the Issuer or the
Guarantor or their subsidiaries, since the date hereof or the date upon which this Base Prospectus has
been most recently amended or supplemented or that any other informationcontained in it orsupplied in
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connection with the Programme is correct as of any time subsequent to the date on which it is supplied or,
if different, the date indicated in the document containing the same.
The distribution of this Base Prospectusand the offering or saleof the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectuscomes are required by the Issuer,
the Guarantor, the Dealers and the Arrangers to inform themselves about and to observe any such
restriction. The Notes and the Guarantee have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other
jurisdiction of the United States.The Notes will be offered and sold solely outside the United States to non
U.S. persons in reliance on Regulation S under the Securities Act ("Regulation S"). Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account
or benefit of U.S. persons (as defined in Regulation S). For a description of certain restrictions on offers
and sales of Notes and on the distribution of this Base Prospectus, see Part XV (Subscription and Sale) of
the Base Prospectus.
If the Prohibition of Sales to EEA Retail Investors is specified as applicable in the applicable Final
Terms, the Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available
to and, with effect from such date, should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
("MiFID II") or(b) a customer within the meaning of Directive 2002/92/EC, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no
key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation.
If the Prohibition of Sales to Consumers isspecified as applicable in the applicable Final Terms, the Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any consumer (consument/consommateur) within the meaning ofthe Belgian
Code of Economic Law (Wetboek van economisch recht/Code de droit économique).
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor, the Arrangersor the Dealers to subscribe for, or purchase, any Notes.
None of the Dealers or the Arrangers has separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arrangers makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in this
Base Prospectus. To the fullest extent permitted by law, none of the Dealers or the Arrangersaccept any
responsibility for the contents of this Base Prospectus or for any other statement, made or purported to
be made by anArrangeror a Dealer or on its behalf in connection with the Issuer, the Guarantor, or the
issue and offering of the Notes.Each Arrangerand each Dealer accordingly disclaims all and any liability
whether arising in tort or contract or otherwise which it might otherwise have in respect of this Base
Prospectus or any such statement.
Neither this Base Prospectus nor any other financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Guarantor, the Arrangersor the Dealers that any recipient of this Base Prospectusor any other financial
statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the
relevance of the information contained in this Base Prospectusand its purchase of Notes should be based
upon such investigation as it deems necessary. The summaries and descriptions of legal provisions,
taxation, accounting principles or comparisons of such principles, legal company forms or contractual
relationships reported in the Base Prospectusmay in no circumstances be interpreted as investment, legal
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or tax advice for potential investors. Potential investors are urged to consult their own legal, accounting
or other advisors concerning the legal, tax, economic, financial and other aspects associated with the
subscription to the Notes. None of the Dealers or the Arrangers undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base
Prospectusnor to advise any investor or potential investor in the Notes of any information coming to the
attention of any of the Dealers or the Arrangers.
In connection with the issueof any Tranche (as defined in the Conditions), the Dealer or Dealers (if any)
named as the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of any
Stabilising Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be
ended at any time, but it must end no later than theearlier of 30 days after the issue date of the relevant
Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "euro"
and "€" are to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
Market data and other statistical information used in the Base Prospectus have been extracted from a
number of sources, including independent industry publications, government publications, reports by
market research firms or other independent publications. The Issuer confirms that such information has
been accurately reproduced and that, so far as it is aware, it is able to ascertain from information
published by the relevant independent source, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
This Base Prospectus may contain orincorporate by reference certain statements that constitute forward-
looking statements. Such forward-looking statements may include, without limitation, statements relating
to the Issuer Group’s or the Guarantor Group’s business strategies, trends in its business, competition
and competitive advantage, regulatory changes, and restructuring plans.
Words such as believes, expects, projects, anticipates, seeks, estimates, intends, plans or similar
expressions are intended to identify forward-looking statements but are not the exclusive means of
identifying such statements. The Issuer and the Guarantor do not intend to update these forward-looking
statements except as may be required by applicable securities laws.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general
and specific, and risks exist that predictions, forecasts, projections and other outcomes described or
implied in forward-looking statements will not be achieved. A number of important factors could cause
actual results, performance or achievements to differ materially from the plans, objectives, expectations,
estimates and intentions expressed in such forward-looking statements. These factors include: (i) the
ability to maintain sufficient liquidity and access to capital markets; (ii) market and interest rate
fluctuations; (iii) the strength of global economy in general and the strength of the economies of the
countries in which the Issuer Group or the Guarantor Group conducts operations; (iv) the potential
impact of sovereign risk in certain European Union countries; (v) the ability of counterparties to meet
their obligations to the Issuer Group or the Guarantor Group; (vi) the effects of, and changes in, fiscal,
monetary, trade and tax policies, financial and company regulation and currency fluctuations; (vii) the
possibility of the imposition of foreign exchange controls by government and monetary authorities; (viii)
operational factors, such as systems failure, human error, or the failure to implement procedures
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properly; (ix) actions taken by regulators with respect to the Issuer Group’s and/or the Guarantor
Group’s business and practices in one or more of the countries in which the Issuer Group or the
Guarantor Group conducts operations; (x) the Issuer Group’s and/or the Guarantor Group’s success at
managing the risks involved in the foregoing.
The foregoing list of important factors is not exclusive; when evaluating forward-looking statements,
investors should carefully consider the foregoing factors and other uncertainties and events, as well as the
other risks identified in this Base Prospectus.
This Base Prospectuscontains various amounts and percentages which are rounded and, as a result, when
these amounts and percentages are added up, they may not total.
PROSPECTUSSUPPLEMENT
If at any time the Issuer shall be required to prepare a Base Prospectussupplement pursuant to Article 34 of the
Prospectus Law, the Issuer will prepare and make available an appropriate amendment or supplement to this
Base Prospectus which, in respect of any subsequent issue of Notes to be listed and admitted to trading on the
Euronext Brussels' regulated market, shall constitute a Base Prospectussupplement as required by Article 34 of
the ProspectusLaw.
If at any time during the duration of the Programme there is a significant new factor, material mistake or
inaccuracy relating to information contained in this Base Prospectus which is capable of affecting the
assessment of any Notes and whose inclusion in or removal from this Base Prospectus is necessary for the
purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial position,
profits and losses and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shall prepare an
amendment or supplement to this Base Prospectus or publish a replacement Base Prospectus for use in
connection with any subsequent offering of the Notes and shall supply to each Dealer such number of copies of
such supplement hereto as such Dealer may reasonably request.
FURTHER INFORMATION
For more information about the Issuer, please contact:
Ghelamco InvestNV
Zwaanhofweg 10
8900 Ieper
Belgium
Tel.: [phone]
[email protected]
www.ghelamco.com
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TABLE OF CONTENTS
IMPORTANT INFORMATION.............................................................................................................................2
PART I –OVERVIEW OF THE PROGRAMME..................................................................................................7
PART II –RISK FACTORS.................................................................................................................................11
PART III –DOCUMENTS ENCLOSED IN ANNEX I.......................................................................................27
PART IV –TERMS AND CONDITIONS OF THE NOTES...............................................................................29
PART V–FORM OF THE GUARANTEE.........................................................................................................55
PART VI –SETTLEMENT..................................................................................................................................59
PART VII –DESCRIPTION OF THE ISSUER...................................................................................................60
PART VIII –DESCRIPTION OF THE GUARANTOR......................................................................................79
PART IX –MANAGEMENT AND CORPORATE GOVERNANCE.................................................................87
PART X –MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS......................................92
PART XI –SELECTED FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND
LIABILITIES, FINANCIAL POSITION AND PROFIT AND LOSSES............................................................93
PART XII –USE OF PROCEEDS.....................................................................................................................102
PART XIII –TAXATION...................................................................................................................................103
PART XIV –FORM OF FINAL TERMS..........................................................................................................110
PART XV –SUBSCRIPTION AND SALE.......................................................................................................117
PART XVI –GENERAL INFORMATION........................................................................................................120
ANNEX I –FINANCIAL STATEMENTS........................................................................................................123
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PART I –OVERVIEW OF THE PROGRAMME
The following overview is qualified in its entirety by the remainder of this Base Prospectus.
Issuer: Ghelamco Invest NV.
Guarantor: Ghelamco Group Comm. V.A.
Description: Euro Medium Term Note Programme.
Size: Up to an aggregate nominal amount of EUR 250,000,000 of
Notes outstanding at any time.
Arrangers: BNP Paribas Fortis SA/NV and KBC Bank NV.
Dealers: ABN AMRO Bank N.V., BNP Paribas Fortis SA/NV, KBC
Bank NV and Société Générale.
The Issuer may from time to time terminate the appointment of
any dealer under the Programme or appoint additional dealers
either in respect of one or more Tranches or in respect of the
whole Programme. References in this Prospectus to "Permanent
Dealers" are to the persons listed above as Dealers and to such
additional persons that are appointed as dealers in respect of the
whole Programme (and whose appointment has not been
terminated) and references to "Dealers" are to all Permanent
Dealers and all persons appointed as a dealer in respect of one
or more Tranches.
Agent: KBC Bank NV.
Method of Issue: The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise identical
(or identical other than in respect of the first payment of
interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche (which
will be completed, where necessary, with the relevant terms and
conditions and, save in respect of the issue date, issue price,
first payment of interest and nominal amount of the Tranche,
will be identical to the terms of other Tranches of the same
Series) will be completed in the final terms (the "Final
Terms").
Issue Price: Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount.
Form of Notes: The Notes will be issued in dematerialised form in accordance
with Article 468 of the Belgian Companies Code and cannot be
physically delivered. The Notes will be exclusively represented
by book entry in the records of the securities settlement system
operated by the NBB or any successor thereto (the "Securities
Settlement System"). The Notes can be held by their holders
through participants in the Securities Settlement System,
including Euroclear SA/NV ("Euroclear") and Clearstream
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Banking, S.A. ("Clearstream, Luxembourg") and through
other financial intermediaries which in turn hold the Notes
through Euroclear and Clearstream, Luxembourg, or other
participants in the Securities Settlement System. The Notes
cannot be exchanged for notes in bearer form (effecten aan
toonder/titres au porteur). Title to the Notes will pass by
account transfer.
Settlement: The securities settlement system operated by the NBB or such
other system as may be agreed between the Issuer, the Agent
and the relevant Dealer.
Currency: EUR
Specified Denomination: The Notes will be in such denominations as may be specified in
the relevant Final Terms save that in any case, the minimum
specified denomination shall be at least €100,000 (and integral
multiples thereof).
Maturity Date The Maturity Date of the Notes will be specified in the relevant
Final Terms.
Fixed Rate Notes: Fixed interest will be payable in arrear on the date or dates in
each year specified in the relevant Final Terms.
Floating Rate Notes: Floating Rate Notes will bear interest determined separately for
each Series as follows:
(i) on the same basis as the floating rate under a notional
interest rate swap transaction in EUR governed by an
agreement incorporating the 2006 ISDA Definitions, as
published by the International Swaps and Derivatives
Association, Inc.,or
(ii) by reference to EURIBOR as adjusted for any
applicable margin.
Interest periods will be specified in the relevant Final Terms.
Interest Periods and Interest Rates: The length of the interest periods for the Notes and the
applicable interest rate or its method of calculation may differ
from time to time or be constant for any Series. Notes may have
a maximum interest rate, a minimum interest rate, or both. The
use of interest accrual periods permits the Notes to bear interest
at different rates in the same interest period. All such
information will be set out in the relevant Final Terms.
Redemption: The relevant Final Terms will specify the basis for calculating
the redemption amounts payable. The Notes will be redeemed
at an amount at least equal to their nominal amount plus interest
accrued until the date fixed for redemption(if any).
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Optional Redemption: The Final Terms issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated
maturity at the option of the Issuer (either in whole or in part)
and if so the terms applicable to such redemption.
The holders of the Notes may request redemption of their Notes
upon the occurrence of a Change of Control (as defined in the
Conditions) subject to the terms set out in theConditions.
See "Terms and Conditions of the Notes – Redemption and
purchase".
Status of Notes: The obligations of the Issuer under the Notes shall, save for
such exceptions as may be provided by applicable legislation
and subject to Condition 3 (Negative Pledge), at all times rank
at least equally and ratably with all other present and future
unsecured and unsubordinated obligations of the Issuer. See
"Terms and Conditions of the Notes –Status of the Notes".
Status of the Guarantee: The obligations of the Guarantor under the Guarantee constitute
direct, unconditional, unsubordinated and unsecured obligations
of the Guarantor and, save for such exceptions as may be
provided by applicable legislation, rank and will at all times
rank pari passu, without any preference among themselves, and
equally and rateably with all other existing and future
unsubordinated and unsecured obligations of the Guarantor. See
"Terms and Conditions of the Notes –Status of the Guarantee".
Negative Pledge: See "Terms and Conditions of the Notes –Negative Pledge".
Cross Default: See "Terms and Conditions of the Notes –Events of Default".
Ratings: Tranches of Notes will be rated or unrated. Where a Tranche of
Notes is to be rated, such rating will be specified in the relevant
Final Terms.
A rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency.
Early Redemption: Except as provided in "OptionalRedemption"above, Notes will
be redeemable at the option of the Issuer prior to maturity only
for tax reasons.
See "Terms and Conditions of the Notes – Redemption and
purchase".
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Withholding Tax: If both the Tax Call Option and Prohibition of Sales to
Consumers are specified as applicable in the applicable Final
Terms, all payments of principal and interest in respect of the
Notes will be made free and clear of any present or future taxes,
duties, assessments or governmental charges of whatever nature
(the "Taxes") imposed, levied, collected, withheld or assessed
by or on behalf of any jurisdiction (including any political
subdivision or any authority therein or thereof having power to
tax) as a result of any connection existing between the Issuer or
the Guarantor and such jurisdiction unless the withholding or
deduction of the Taxes is required by law. In such event, the
Issuer, failingwhom, the Guarantor,shall, subject to customary
exceptions (including the ICMA Standard EU Tax exemption
Tax Language), pay such additional amounts as shall result in
receipt by the Noteholder of such amounts as would have been
received by it had no such withholding been required, all as
described in "Terms and Conditions of the Notes –Taxation".
Governing Law: Belgian law.
Listing and Admission to Trading: Application has been made to admit Notes issued under the
Programme to trading on the regulated market of Euronext
Brussels or as otherwise specified in the relevant Final Terms
and references to listing shall be construed accordingly. As
specified in the relevant Final Terms, a Series of Notes may be
unlisted.
Selling Restrictions: The Public Offer Selling Restriction under the Prospectus
Directive, The United States, the United Kingdom and
restrictions to offer the Notes to consumers
(consumenten/consommateurs) within the meaning of the
Belgian Code of Economic Law (Wetboek Economisch
Recht/Code de droit économique) and/or to "retail investerors"
in the European Economic Area as defined below, as may be
specified in the Final Terms.See "Subscription and Sale".
The Issuer is Category 2for the purposes of Regulation S under
the Securities Act.
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