i BRUSSELS AIRPORT COMPANY NV/SA

256 Pages·2017·3.6 MB·English

BRUSSELS AIRPORT COMPANY NV/SA
(incorporated with limited liability in Belgium with registered number 0890.082.292)
EUR 5,000,000,000 Multicurrency programme for the issuance of Bonds Guaranteed by DNB
Brussels Airport Company NV/SA (BAC) (the Issuer) established a multicurrency programme for the issuance by the Issuer of bonds (the Bonds)
from time to time on and after the Initial Issue Date, denominated in any currency agreed between the Issuer and the relevant Dealer (as defined
below) (the Programme). The aggregate nominal amount of Bonds outstanding will not at any time exceed EUR 5,000,000,000 (or the equivalent in
other currencies). Distributienet–Beheer Brussels Airport NV (DNB) provides a guarantee of the obligations of the Obligors (defined below) under
the Finance Documents (including the obligations of the Issuer under the Bonds) in accordance with the terms of the Security Trust and Intercreditor
Deed (defined below).
This offering circular (the Offering Circular) includes information on the terms of the Bonds, including security, covenants and transfer restrictions.
This Offering Circular constitutes a base prospectus for the purposes of the Luxembourg Act dated 10 July 2005 relating to prospectuses for
securities, as amended (the Prospectus Act 2005). Application has been made to the Luxembourg Stock Exchange in its capacity as market operator
of the Euro MTF market (the Euro MTF Market) under the Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour
valeurs mobilières) to list, and admit to trading, Bonds issued under the Programme on the Euro MTF Market. Application has been made to the
Luxembourg Stock Exchange in its capacity as competent authority (the Competent Authority) under Part IV of the Prospectus Act 2005 for the
approval of this Offering Circular as a base prospectus and application may be made to the Luxembourg Stock Exchange for Bonds issued under the
Programme to be listed on the Euro MTF Market operated by the Luxembourg Stock Exchange (the Euro MTF Market is not a regulated market
pursuant to the provisions of Directive 2004/39/EC (the Markets in Financial Instruments Directive) but is subject to the supervision of the
financial sector and exchange regulator, the Commission de Surveillance du Secteur Financier (CSSF)) and listed on the Official List of the
Luxembourg Stock Exchange (the Official List), during the period of 12 months from the date hereof. References in this Offering Circular to Bonds
being listed (and all related references) shall mean that such Bonds have been admitted to the Official List and admitted to trading on the Euro MTF
Market.
The Bonds may be issued, on a continuing basis, to one or more of the Dealers specified under "Overview of Brussels Airport and the Programme −
Parties and Some Characteristics of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer,
which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case
of an issue of Bonds being (or intended to be) subscribed by more than one Dealer or in respect of which subscriptions will be procured by more than
one Dealer, be to all Dealers agreeing to subscribe for such Bonds or to procure subscriptions for such Bonds, as the case may be.
Notice of the aggregate nominal amount of Bonds, interest (if any) payable in respect of Bonds, the issue price of Bonds and any other terms and
conditions not contained herein which are applicable to each Series (as defined herein) of Bonds will be set out in a final terms document (the Final
Terms), which, with respect to Bonds to be traded on the Euro MTF Market, will be delivered to the Luxembourg Stock Exchange.
The Programme provides that Bonds may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant
Dealer. The Issuer may also issue unlisted Bonds and/or Bonds not admitted to trading on the Market.
Bonds issued under the Programme and the guarantees thereof have not been and will not be registered under the United States Securities Act of
1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not
be offered, sold, pledged or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act (Regulation S)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and any applicable state securities laws.
Accordingly, the Bonds may be offered or sold in offshore transactions to persons that are not U.S. persons in reliance on Regulation S. For a
description of certain restrictions on resales and transfers, as to which each purchaser of Bonds will be deemed to have acknowledged, represented
and agreed, see "Subscription and Sale" in this Offering Circular.
The Bonds have not been approved or disapproved by the U.S. Securities and Exchange Commission (the SEC), any federal or state securities
commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Bonds or the accuracy or adequacy of this Offering Circular. Any representation to the contrary is a criminal offence in the
United States.
The Issuer may agree with any Dealer that Bonds may be issued in a form not contemplated by the Terms and Conditions of the Bonds herein, in
which event a new Offering Circular, in the case of listed Bonds only, if appropriate, will be made available which will describe the effect of the
agreement reached in relation to such Bonds.
The Bonds will be issued in dematerialised form (gedematerialiseerd/dématérialisé) in accordance with Articles 468 et seq. of the Belgian Company
Code (Wetboek van Vennootschappen/Code des Sociétés) (the Belgian Company Code) and cannot be physically delivered. The Bonds will be
represented exclusively by book entry in the records of the clearing system operated by the National Bank of Belgium (NBB) or any successor thereto
(the Clearing System). Access to the Clearing System is available through those of its Clearing System participants whose membership extends to
securities such as the Bonds. Clearing System participants include certain banks, stockbrokers (beursvennootschappen/sociétés de bourse), and
Euroclear Bank NV/SA (Euroclear) and Clearstream Banking S.A., Luxembourg (Clearstream, Luxembourg). Accordingly, the Bonds will be
eligible to clear through, and therefore accepted by, Euroclear and Clearstream, Luxembourg, and investors can hold their Bonds within securities
accounts in Euroclear and Clearstream, Luxembourg. Bonds shall only be issued under the Programme insofar as these can be cleared through the
Clearing System and shall only be issued in accordance with the rules of the Clearing System.
The Bonds 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: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); or (ii) a customer
within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key
information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Bonds or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPS Regulation.
An investment in Bonds issued under the Programme involves certain risks. Please see "Risk Factors" beginning on page 15.
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The Bonds to be issued under the Programme are expected on issue to be assigned a "Baa1" rating by Moody's Investors Service Limited (Moody's)
and a "BBB" rating by Fitch Ratings Ltd (Fitch and, at the Initial Issue Date together with Moody's, the Rating Agencies). Each Rating Agency is
established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of
Moody's and Fitch is included in the list of credit agencies published by the European Securities and Markets Authority (ESMA) on its website (at
www.esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the CRA Regulation. Bonds issued under the Programme may be
rated or unrated by any one or more of the Rating Agencies. Where a Series or Tranche of Bonds is rated, such rating will be disclosed in the
applicable Final Terms. Such rating will not necessarily be the same as the rating assigned to the Programme. Whether or not a rating in relation to
any Tranche of Bonds will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA
Regulation will be disclosed 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. Please also refer to "Risk Factors − Credit ratings may not reflect all
risks relating to the Bonds" in this Offering Circular.
Arrangers and Dealers
Crédit Agricole CIB
RBC Capital Markets
NatWest Markets
The date of this Offering Circular is 20 April 2017
This Offering Circular is for the purpose of giving information with regard to the Issuer, the Obligors (as
defined below) and their subsidiaries and affiliates taken as a whole (the Group) and the Bonds which,
according to the particular nature of the Issuer, the Guarantor and the Bonds, 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 and the Obligors. This Offering Circular may only be used for the purpose for which
it has been published. Under the Programme the Issuer may, subject to all applicable legal and regulatory
requirements, from time to time on and after the Initial Issue Date issue Bonds, provided that the maximum
aggregate nominal amount of all Bonds from time to time outstanding under the Programme will not exceed
EUR 5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme
Agreement), subject to increase as described therein. Copies of each Final Terms will be available (in the
case of all Bonds) from the specified office set out on the back cover of this Offering Circular of Citicorp
Trustee Company Limited as the Bond Trustee and of each of the Paying Agents, provided that, in the case
of Bonds which are not listed on any stock exchange, copies of the relevant Final Terms will only be
available for inspection by the relevant Bondholders. For so long as the Bonds are listed on the Euro MTF
Market and the rules of the Luxembourg Stock Exchange so require, copies of the Issuer's organisational
documents, the Bond Trust Deed, the Agency Agreement and the Security Documents and the most recent
consolidated financial statements will be available at and can be obtained from the office of the Domiciliary
Agent.
Details of the aggregate principal amount, interest (if any) payable, the Issue Price and any other terms and
conditions not contained herein, which are applicable to each Series of Bonds will be set out in the relevant
Final Terms (see " − Final Terms" below). In the case of Bonds to be admitted to the Official List and to
trading on the Market, the Final Terms will be delivered to the Luxembourg Stock Exchange on or before the
relevant date of issue of the Bonds of such Series. The Issuer may also issue unlisted Bonds. The Issuer
may agree with any Dealer and the Bond Trustee that Bonds may be issued in a form not contemplated by
the Conditions herein, in which event (in the case of Bonds admitted to the Official List only) a
supplementary Offering Circular or further Offering Circular, if appropriate, will be made available which
will describe the effect of the agreement reached in relation to such Bonds.
Bonds issued under the Programme will be issued in one or more series (each a Series) on each Issue Date.
Each Bond may be fixed rate, floating rate or index-linked and may be denominated in sterling, euro, yen or
U.S. dollars (or in other currencies subject to compliance with applicable laws).
In the case of any Bonds offered to the public in a member state of the European Economic Area, the
minimum denomination shall be €100,000 or not less than the equivalent of €100,000 in any other Currency
as at the date of issue of the Bonds.
IMPORTANT NOTICES
This Offering Circular is being distributed only to, and is directed only at, relevant persons. This Offering
Circular, or any of its contents, must not be acted on or relied on by persons who are not relevant persons.
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Any investment or investment activity to which this Offering Circular relates is available only to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be engaged
in only with, relevant persons.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Bonds shall in any
circumstances imply that the information contained herein concerning the Issuer or the Obligors is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct or that there has been no adverse change in the financial position of the Issuer or the
Obligors as of any time subsequent to the date indicated in the document containing the same. None of the
Dealers, the Bond Trustee, the Security Trustee or the Agents (defined below) undertake to review the
financial condition or affairs of any of the Issuer or the Obligors during the life of the Programme or to
advise any investor in the Bonds of any information coming to their attention.
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer, any Obligor, any Dealer, the Bond Trustee, the Security
Trustee or any Agent that any recipient of this Offering Circular should purchase any of the Bonds.
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of the Bonds and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer, the
Guarantor or any of the Dealers (as defined in the section entitled “Overview of the Programme”). Neither
the delivery of this Offering Circular 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 since the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that there has been no adverse change in the financial position of the Issuer or
the Guarantor since the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that any other information supplied in 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.
Each person contemplating making an investment in the Bonds must make its own investigation and analysis
of the creditworthiness of the Issuer and the Obligors and its own determination of the suitability of any such
investment, with particular reference to its own investment objectives and experience and any other factors
which may be relevant to it in connection with such investment. A prospective investor who is in any doubt
whatsoever as to the risks involved in investing in the Bonds should consult independent professional
advisers.
In making an investment decision, investors must rely on their own examination of the Issuer and the
Obligors and the terms of the Bonds being offered, including the merits and risks involved.
The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
 have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits
and risks of investing in the Bonds and the information contained in this Offering Circular, any
supplemental Offering Circular or any applicable Final Terms;
 have access to, knowledge of and appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact the Bonds will have on its
overall investment portfolio;
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 have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including Bonds with principal or interest payable in one or more currencies or where the currency
for principal or interest payments is different from the potential investor's currency;
 understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
 be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Bonds are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as
a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. A potential investor should not invest in Bonds which are complex financial instruments
unless it has the experience (either alone or with a financial adviser) to evaluate how the Bonds will perform
under changing conditions, the resulting effects on the value of the Bonds and the impact this investment will
have on the potential investor's overall investment portfolio.
In addition, the investment activities of certain investors are subject to legal investment laws and regulations,
or review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent Bonds are legal investments for it, Bonds can be used as security for
indebtedness and whether other restrictions apply to its purchase or pledge of any Bonds. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Bonds under any applicable risk-based capital or similar rules.
The distribution of this Offering Circular and the offering, sale or delivery of the Bonds in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer, the Obligors and the Dealers to inform themselves about and to observe any such
restrictions. This Offering Circular does not constitute, and may not be used for the purposes of, an offer to
or solicitation by any person to subscribe for or purchase any Bonds in any jurisdiction or in any
circumstances in which such an offer or solicitation is not authorised or is unlawful.
THE SECURITIES AND THE GUARANTEES THEREOF HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER JURISDICTION AND ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS. THE SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED DIRECTLY
OR INDIRECTLY WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF
U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS.
ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN
WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
In connection with the issue of any Series of Bonds, the Dealer or Dealers (if any) named as Stabilising
Manager(s) (or any person acting on its or their behalf) (Stabilising Manager(s)) may over-allot Bonds or
effect transactions with a view to supporting the market price of the Bonds at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or any person
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acting on behalf of a 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 Series
of Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the Issue Date of the relevant Series of Bonds and 60 days after the date of the allotment of the relevant
Series of Bonds. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or any person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
If you are in any doubt about the contents of this Offering Circular you should consult your stockbroker,
bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of
securities and the income from them can go down as well as up.
All references herein to euro or € are to the single currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the Treaty on the functioning of the European Union,
as amended from time to time, all references herein to sterling or £ are to the lawful currency of the United
Kingdom, all references herein to U.S. dollars, U.S.$, $ and dollars are to the lawful currency of the United
States of America and all references herein to yen are to the lawful currency of Japan.
In this Offering Circular, words denoting the singular number only shall include the plural number also and
vice versa.
RESPONSIBILITY STATEMENTS
This Offering Circular has been prepared on the basis that any offer of Bonds in any Member State of the
European Economic Area which has implemented Directive 2003/71/EC (as amended, including by
Directive 2010/73/EU and includes any relevant implementing measure in a relevant Member State of the
European Economic Area) (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 prospectus for offers of Bonds. Accordingly any person making or
intending to make an offer in that Relevant Member State of Bonds which are the subject of an offering
contemplated in this Offering Circular may only do so in circumstances in which no obligation arises for the
Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer. Neither
the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Bonds in
circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a
prospectus for such offer.
Each of the Issuer and the Obligors accepts responsibility for the information contained in this Offering
Circular and the Final Terms for each Series of Bonds issued under the Programme. To the best of the
knowledge of the Issuer and each Obligor (having taken all reasonable care to ensure that such is the case)
the information contained in this Offering Circular is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering Circular
in connection with an offer of Bonds are the persons named in the applicable Final Terms as the relevant
Dealers, as the case may be.
No person has been authorised to give any information or to make representations other than the information
or the representations contained in this Offering Circular in connection with the Issuer or the Obligors, or the
offering, issue or sale of the Bonds and, if given or made, such information or representations must not be
relied upon as having been authorised by the Issuer, the Obligors, the Dealers, the Bond Trustee, the Security
Trustee or any Agent. Neither the delivery of this Offering Circular nor any offering or sale of Bonds made
in connection herewith shall, under any circumstances, constitute a representation or create any implication
that there has been no change in the affairs of the Issuer or any Obligor since the date hereof or the date upon
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which this Offering Circular has been most recently amended or supplemented, or that any other information
supplied in 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. Unless otherwise indicated
herein, all information in this Offering Circular is given as at the date of this Offering Circular. This
Offering Circular does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or any Dealer
to subscribe for, or purchase, any of the Bonds.
To the fullest extent permitted by law, no Dealer makes any representation, express or implied, or accepts
any responsibility for the contents of this Offering Circular or for any other statement, made or purported to
be made by such Dealer or on its behalf in connection with the Issuer, any Obligor, or the issue and offering
of the Bonds. Each Dealer accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or
any such statement. Neither this Offering Circular 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 Obligors or the Dealers that any recipient of this Offering Circular or any other financial
statements should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the
relevance of the information contained in this Offering Circular and its purchase of Bonds should be based
upon such investigation as it deems necessary. No Dealer undertakes to review the financial condition or
affairs of the Issuer or any Obligor during the life of the arrangements contemplated by this Offering Circular
or to advise any investor or potential investor in the Bonds of any information coming to the attention of any
of the Dealers.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Agents as to the accuracy or completeness of the information contained in this Offering
Circular or any other information supplied in connection with the Bonds or their distribution. The statements
made in this paragraph are without prejudice to the responsibility of the Issuer for the information contained
in this Offering Circular. Each person receiving this Offering Circular acknowledges that such person has
not relied on any Dealer, the Bond Trustee, the Security Trustee or any Agent, or on any person affiliated
with any of them, in connection with its investigation of the accuracy of such information or its investment
decision.
None of the Issuer, the Obligors, any Dealer, the Bond Trustee, the Security Trustee or any Agent accepts
responsibility to investors for the regulatory treatment of its investment in the Bonds. If the regulatory
treatment of an investment in the Bonds is relevant to an investor's decision whether or not to invest, the
investor should make its own determination as to such treatment and for this purpose seek professional
advice and consult its regulator.
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FINAL TERMS
In relation to the different types of Bonds which may be issued under the Programme, the Issuer has
endeavoured to include in this Offering Circular all of the necessary information except for information
relating to the Bonds which is not known at the date of this Offering Circular and which can only be
determined at the time of an individual issue of a Series of Bonds.
Any information relating to the Bonds which is not included in this Offering Circular and which is required
in order to complete the necessary information in relation to a Series of Bonds will be contained in the
relevant Final Terms. For a Series of Bonds which is the subject of Final Terms, those Final Terms will, for
the purposes of that Series only, supplement this Offering Circular and must be read in conjunction with this
Offering Circular.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains various forward-looking statements regarding events and trends that are
subject to risks and uncertainties that could cause the actual results, performance or achievements of the
Issuer and/or the Obligors to differ materially from the information presented herein. Such forward-looking
statements are based on numerous assumptions regarding the Issuer’s and/or the Obligors’ present and future
business strategies and the environment in which the Issuer and/or the Obligors will operate in the future.
When used in this Offering Circular, the words "estimate", "project", "intend", "anticipate", "believe",
"expect", "should", "plan", "targets", "aims", "will", "would", "may", "could", "continue" and similar
expressions, as they relate to the Issuer and/or the Obligors and their management, are intended to identify
such forward-looking statements. All statements other than statements of historical fact included in this
Offering Circular, including, without limitation, those regarding the Issuer’s and/or the Obligors’ financial
position, business strategy, management plans and objectives for future operations, are forward-looking
statements. These forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause the Issuer’s and/or an Obligor’s actual results, performance or achievements, or
industry results, to be materially different from any future results, performance or achievements expressed or
implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as at the date hereof. Save as otherwise required by any rules
or regulations, neither the Issuer nor the Obligors undertake any obligations publicly to release the result of
any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events.
Additional factors that could cause actual results, performance or achievements to differ materially include,
but are not limited to, those discussed under "Risk Factors". Any forward-looking statements contained in
this Offering Circular speak only as at the date of this Offering Circular. Without prejudice to any
requirements under applicable laws and regulations, the Issuer and the Obligors expressly disclaim any
obligation or undertaking to disseminate after the date of this Offering Circular any updates or revisions to
any forward-looking statements contained herein to reflect any change in expectations thereof or any change
in events, conditions or circumstances on which any such forward-looking statement is based.
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CONTENTS
Page
Documents Incorporated by Reference...............................................................................................................1
Overview of Brussels Airport and the Programme.............................................................................................3
Risk Factors.......................................................................................................................................................15
Business of Brussels Airport.............................................................................................................................35
Financial Information and Results of Operations.............................................................................................62
Airport Regulation............................................................................................................................................64
Summary of the Finance Documents................................................................................................................73
Terms and Conditions.....................................................................................................................................106
Forms of the Bonds.........................................................................................................................................140
Book-Entry Clearance Procedure....................................................................................................................141
Pro Forma Final Terms...................................................................................................................................142
Use of Proceeds...............................................................................................................................................150
Tax Considerations..........................................................................................................................................151
Subscription and Sale......................................................................................................................................158
General Information........................................................................................................................................163
Glossary...........................................................................................................................................................189
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DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed in conjunction with:
(i) the audited consolidated financial statements of the Issuer for the year ended 31 December 2014
together with the auditors’ report thereon;
(ii) the audited consolidated financial statements of the Issuer for the year ended 31 December 2015
together with the auditors’ report thereon;
(iii) the provisional,1 audited consolidated financial statements of the Issuer for the year ended
31 December 2016, as approved by the board of directors of the Issuer by way of a board resolution
dated 19 April 2017, together with the audit report thereon;
(iv) the audited financial statements of DNB for the year ended 31 December 2014 together with the
auditors’ report thereon;
(v) the audited financial statements of DNB for the year ended 31 December 2015 together with the
auditors’ report thereon; and
(vi) The terms and conditions of the Bonds as set out in the offering circular dated 24 June 2013 relating
to the Issuer’s multicurrency programme for the issuance of Bonds, as amended (pages 87 to 120
inclusive),
which have all been previously or simultaneously published and which have been filed with the Luxembourg
Stock Exchange. Such documents shall be incorporated in, and form part of, this Offering Circular, save that
any statement contained in a document which is incorporated by reference herein shall be modified or
superseded for the purpose of this Offering Circular to the extent that a statement contained herein modifies
or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so
modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering
Circular.
Following the publication of this Offering Circular, a supplement may be prepared by the Issuer and
approved by the Luxembourg Stock Exchange in accordance with Article 16 of the Prospectus Directive and
Article 13 of the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities. Statements
contained in any such supplement (or contained in any document incorporated by reference therein) shall, to
the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede
statements contained in this Offering Circular or in a document which is incorporated by reference in this
Offering Circular. Any statement so modified or superseded shall not, except as so modified or superseded,
constitute part of this Offering Circular.
The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to
information included in this Offering Circular, which is capable of affecting the assessment of the Bonds,
prepare an amendment or supplement to this Offering Circular or publish a replacement Offering Circular for
use in connection with any subsequent offering of the Bonds and shall supply to each Dealer such number of
copies of such supplement hereto as such Dealer may reasonably request.
Copies of documents incorporated by reference to this Offering Circular may be obtained (without charge)
from the website of the Luxembourg Stock Exchange at (www.bourse.lu).
1 BAC’s 2016 audited consolidated financial statements are “provisional”, as at the date of this Offering Circular, as such are not able to be
approved by the shareholders of BAC until the BAC general shareholders' meeting, which is scheduled to occur on 11 May 2017.

1
Any documents themselves incorporated by reference in the documents incorporated by reference in this
Offering Circular shall not form part of this Offering Circular. Any non-incorporated parts of a document
referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in the
Offering Circular. Where a document listed above has been extracted from another document, the remainder
of the document from which it is extracted is not relevant for the purposes of this Offering Circular.

2