Additional Tier 1 Securities - September 2023
Disclaimer ATR1 - September '23
You may not reproduce any part of the contents of this site.
You understand that you should refer to the prospectus dated 1 September 2023 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").
Restrictions on marketing and sales to retail investors.
The Securities discussed in the Prospectus are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions (including the United Kingdom, Belgium and Hong Kong), 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 Belgium, the Securities are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, to "consumers" (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law;
- In the United Kingdom, the Financial Conduct Authority (the "FCA") Conduct of Business Sourcebook ("COBS") requires, in summary, that the Securities should not be offered or sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the United Kingdom.
- In Hong Kong, the Hong Kong Monetary Authority (the "HKMA") issued updated guidance and a set of answers to frequently asked questions on enhanced investor protection measures on the sale and distribution of debt instruments with loss-absorption features and related products in October 2022 (the "HKMA Circular"). Under the HKMA Circular, debt instruments with loss absorption features, being subject to the risk of being written down or converted to ordinary shares, and investment products that invest mainly in, or whose returns are closely linked to the performance of such instruments (together, "Loss Absorption Products"), are to be sold and distributed in Hong Kong only to "professional investors" ("HK Professional Investors") as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and are generally not suitable for retail investors in either the primary or secondary markets.).
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).
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 in the European Economic Area ("EEA") or the United Kingdom;
(b) you are not a consumer (consument/consommateur) within the meaning of the Belgian Code of Economic Law in Belgium; and
(c) you will not sell or offer the Securities (or any beneficial interest therein) to retail clients in the United Kingdom or the EEA or to retail investors in Hong Kong; or communicate (including the distribution of this Prospectus) 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 in the EEA or the United Kingdom or by a client in Hong Kong who is not a HK Professional Investor;
(d) you will not sell, offer or otherwise make the
Securities available to "consumers" within the meaning of the Belgian
Code of Economic Law in Belgium; and
(e) offering of investment instruments (such as the
Securities) to "consumers" within the meaning of the Belgian Code of
Economic Law in Belgium, including (without limitation) the provisions of the
Belgian Code of Economic Law.
You further acknowledge that:
- 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
- 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 have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold 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), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S.
The Securities are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder.
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).
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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 Prospectus under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction.
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