Additional Tier 1 Securities - April 2018
Disclaimer ATR1 - April '18
You may not reproduce any part of the contents of this site.
You agree that you will not copy, print, download, record, distribute or re-transmit, in whole or in part, the investor roadshow presentation (the “Presentation”) contained on this site. You may not disclose the contents of the Presentation to any other person.
You understand that you should not rely on the Presentation but should refer to the prospectus dated 20 April 2018 for further and more complete information (including the risk factors) about the proposed offering and the Additional Tier 1 Securities (the “Securities”) issued by KBC Group NV (the "Issuer") to be sold in the proposed offering.
Restrictions on marketing and sales to retail investors.
The Securities discussed in the Preliminary Prospectus are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions (including the United Kingdom and Belgium), regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors.
In particular, in June 2015, the United Kingdom Financial Conduct Authority (the “FCA”) published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the “PI Instrument”).
In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based investment products (“PRIIPs”) became directly applicable in all EEA member states and (ii) the Markets in Financial Instruments Directive 2014/65/EU (as amended) (“MiFID II”) was required to be implemented in EEA member states by 3 January 2018. Together the PI Instrument, PRIIPs and MiFID II are referred to as the “Regulations”.
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and the (ii) offering, sale and distribution of packaged retail and insurance-based investment products and certain contingent write down or convertible securities such as the Securities.
Potential investors should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein), including the Regulations.
Each of BNP PARIBAS, Deutsche Bank AG London Branch, Goldman Sachs International, HSBC Bank plc, KBC Bank NV and Morgan Stanley & Co. International plc (together, the “Joint Lead Managers”) is required to comply with some or all of the Regulations. By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from the Issuer and/or any of the Joint Lead Managers, you will thereby represent, warrant, agree with and undertake to the Issuer and each of the Joint Lead Managers that:
(a) you are not a retail client (as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EC (recast) (“MiFID II”));
(b) whether or not you are subject to the Regulations, you will not:
- sell or offer the Securities (or any beneficial interest therein) to retail clients (as defined in MiFID II); or
- communicate (including the distribution of the Offer Documents) or approve an invitation or inducement to participate in, acquire or underwrite the Securities (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client (as defined in MiFID II).
In selling or offering the Securities or making or approving communications relating to the Securities you may not rely on the limited exemptions set out in the PI Rules; and
(c) you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Securities (or any beneficial interests therein), including (without limitation) MiFID II and any other applicable laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Securities (or any beneficial interests therein) by investors in any relevant jurisdiction.
You further acknowledge that:
(i) the identified target market for the Securities (for the purposes of the product governance obligations in MiFID II) is eligible counterparties and professional clients; and
(ii) no key information document (KID) under PRIIPs has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under PRIIPs.
The Securities are not intended to be offered, sold to or otherwise made available to and should not be offered, sold or otherwise made available in Belgium to "consumers"(consumenten / consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek economisch recht / Code de droit economique) dated 28 February 2013, as amended from time to time (the “Belgian Code of Economic Law”).
By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from the Issuer and/or the Joint Lead Managers you represent, warrant, agree with and undertake to the Issuer and the Joint Lead Managers that:
- you are not a “consumer” within the territory of Belgium (as defined in the Belgian Code of Economic Law);
- you will not sell, offer or otherwise make the Securities available to "consumers" within the territory of Belgium; and
- you will at all times comply with the applicable laws and regulations relating to the offering of investment instruments (such as the Securities) to "consumers" within the territory of Belgium, including (without limitation) the provisions of the Belgian Code of Economic Law.
Where you act as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase any Securities (or any beneficial interests therein) from the Issuer and/or any of the Joint Lead Managers, the foregoing representations, warranties, agreements and undertakings will be given by and be binding on both you and your client(s).
Viewing the Presentation on an internet website:
You are responsible for protecting against viruses and other destructive items. Your use of this website is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses or other items of a destructive nature.
You are reminded that any acquisition of the Securities in the proposed offering is made solely on the basis of information contained in the Offer Documents in connection with the proposed offering which may be different from the information contained in the Presentation.
IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS. They apply only to the extent that you are incorporated, resident or otherwise located in the country/region whose name appears as a heading to these requirements.
IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW OR A PROHIBITED COUNTRY, you must inform yourself about and observe any restrictions in relation to access to this website and receipt of the Presentation under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction.
The Presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Securities in the United States. Neither this presentation nor any part or copy of it may otherwise be re-taken or re-transmitted into the United States or re-presented or re-distributed, directly or indirectly, in the United States.
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. This presentation and the information contained herein are not an offer of securities for sale in the United States, its territories or possessions or to any U.S. person (within the meaning of Regulation S under the Securities Act) and this presentation and its contents may not be viewed by persons within the United States.
Any Member State in the EEA
The Presentation is an advertisement and not a prospectus and investors should not subscribe for or purchase any Securities referred to in the Presentation except on the basis of the Offer Documents.
The Presentation is only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (“Qualified Investors”).
The Presentation must not be acted on or relied on in any member state of the European Economic Area by persons who are not Qualified Investors. Any investment or investment activity to which the Presentation relates is available only to, in any member state of the European Economic Area, Qualified Investors, and will be engaged in only with such persons. The Presentation and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.
Note: You must also review and comply with the specific additional individual EEA Member State provisions applicable, as described below.
In the United Kingdom, the Presentation is being distributed only to, and is directed only at, Qualified Investors (as defined in the section above entitled “Any Member State in the EEA”) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) falling within Article 49(2) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”).
The Presentation must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which the Presentation relates is available in the United Kingdom only to Relevant Persons, and will be engaged in only with such persons. The Presentation and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.
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If you are accessing this website, you are not a U.S. person (within the meaning of Regulation S under the Securities Act);
If you are accessing this website from any member state of the European Economic Area, you are a Qualified Investor;
If you are accessing this website from the United Kingdom, you are a Relevant Person;
You are not a retail client (as defined in MiFID II);
You are not a “consumer” within the territory of Belgium (as defined in the Belgian Code of Economic Law);
You agree to the terms of Letter to Investors and to the ‘Disclaimer’ section of the Presentation;
Irrespective of where you are resident or incorporated, you are an institution that is permitted within your home jurisdiction and in the jurisdiction in which you are accessing this website, under applicable law and regulation, to access and receive information of the kind contained in this website; and
You acknowledge that each of the Issuer and the Joint Lead Managers will rely on the truth and accuracy of the above representations, warranties, agreements, undertakings and confirmations;
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