"The Notes issued by Loan Invest NV/SA, institutionele VBS naar Belgisch recht / SIC institutionelle de droit belge, acting through its Compartments are not being offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended).
The Notes are only offered, directly or indirectly, to and may only be acquired, by direct subscription, by transfer or otherwise and may only be held by holders who satisfy the following criteria (Eligible Holders) : (i) they qualify as qualifying investors (in aanmerking komende beleggers / investisseurs éligibles) within the meaning of Article 5, §3/1 of the Belgian Act of 3 August 2012 on institutions for collective investment that satisfy the criteria of Directive 2009/65/EC and on institutions for investment in receivables (Wet betreffende de instellingen voor collectieve belegging die voldoen aan de criteria van Richtlijn 2009/65/EG en de instellingen voor belegging in schuldvorderingen / Loi relative aux organismes de placement collectif qui répondent aux conditions de la Directive 2009/65/CE et aux organismes de placement en créances), as amended from time to time, acting for their own account, (ii) they do not constitute investors that, in accordance with the Annex A, section (I), second indent, of the Royal Decree of 19 December 2017 concerning further rules for implementation of the directive on markets in financial instruments (“MiFID II”), have registered to be treated as non-professional investors and (iii) they are holders of an exempt securities account (“X-account”) with the clearing system operated by the National Bank of Belgium or (directly or indirectly) with a participant in such system and will use that X-Account for the holding of the Notes.
Notes may not be acquired by a transferee who is not subject to income tax or who is, as far as interest income is concerned, subject to a tax regime that is deemed by the Belgian tax authorities to be significantly more advantageous than the Belgian tax regime applicable to interest income (within the meaning of Articles 54 and 198, 11° of the Belgian Income Tax Code 1992 or any successor provision) or by a Belgian or foreign transferee that qualifies as an “affiliated company” (within the meaning of Article 11 of the Belgian Company Code) of Loan Invest NV/SA, save where such transferee also qualifies as a “financial institution” referred to in Article 56, §2, 2° of the Belgian Income Tax Code 1992 or by a transferee who is a resident of, or has an establishment in, or acts, for the purposes of the Notes, through a bank account held on, a tax haven jurisdiction, a low-tax jurisdiction or a non-cooperative jurisdiction within the meaning of Article 307, §1 of the Belgian Income Tax Code 1992 or any successor provision (“Excluded Holder”).
Any acquisition of a Note by or transfer of a Note to a person who is not an Eligible Holder and/or by a person who is an Excluded Holder shall be void and not binding on the Issuer and the Security Agent. If a Noteholder ceases to be an Eligible Holder and/or becomes an Excluded Holder, it is obliged to report this to the Issuer and it will promptly transfer the Notes it holds to a person that qualifies as an Eligible Holder and that does not qualify as an Excluded Holder.
Each payment of interest on Notes of which the Issuer becomes aware that they are held by a holder that does not qualify as an Eligible Holder or that qualifies as an Excluded Holder, will be suspended. Information related to the Notes that is available on this website is therefore reserved to Eligible Holders (Reserved Information).
By clicking the button herebelow, you confirm (i) that you are an Eligible Holder and not an Excluded Holder and (ii) that you will not transmit any Reserved Information to a person that is not an Eligible Holder and/or a person who is an Excluded Holder."