Notes Issuance Programme

Transcription

1 MiFID II PRODUCT GOVERNANCE Solely for the purposes of the product approval process of each Manufacturer (i.e., each person deemed a manufacturer for purposes of the EU Delegated Directive 2017/593, hereinafter referred to as a Manufacturer ), the target market assessment in respect of the Notes as of the date hereof has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients each as defined in Directive 2014/65/EU (as amended, MiFID II ); (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Notes to retail clients are appropriate investment advice, portfolio management, non-advised sales and pure execution services subject to the distributor s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Notes (a Distributor ) should take into consideration each Manufacturer s target market assessment. A distributor subject to MiFID II is, however, responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining a Manufacturer s target market assessment) and determining appropriate distribution channels. Final Terms dated 21 December 2018 Belfius Financing Company SA Issue of Belfius Financing Company (LU) Multicall Megatrends 02/2029 Guaranteed by Belfius Bank SA/NV under the Belfius Financing Company SA and Belfius Bank SA/NV Notes Issuance Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 25 September 2018, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus and any supplement thereto. These Final Terms and the Base Prospectus together constitute the Programme for the Tranche. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for inspection at the office of the Guarantor, the office of the Issuer and the website A summary of the offer of the Notes is provided in an annex to the Final Terms. 1 (i) Issuer: Belfius Financing Company SA (ii) Guarantor: Belfius Bank SA/NV (iii) Calculation Agent: Belfius Bank SA/NV 2 (i) Series Number: 748 (ii) Tranche Number: 1 Final Terms IPV Belfius Financing Company (LU) Multicall Megatrends 02/2029 Page 1

2 3 Specified Currency or Currencies: EUR 4 Maximum Amount: (i) Series: (ii) Tranche: 5 Minimum Amount: (i) Series: EUR 3,000,000 (ii) Tranche: 6 Offering Period: From 24 December 2018 until 31 January 2019 (21:00 Brussels time, except in case of early closing) 7 Issue Price: 100 per cent. 8 s: EUR 1,000 9 Issue Date: 7 February Maturity Date: 7 February Interest Basis: 12 Redemption/Payment Basis: Variable Linked Redemption (further particulars specified below) 13 Change of Interest or Redemption/Payment Basis: 14 Call Options: Applicable (further particulars specified below, see 24.) 15 Mandatory Early Redemption: 16 (i) Status of the Notes: Preferred Senior Notes 17 Date Board approval for issuance of Notes obtained: 11 September Form of Notes: Bearer Notes 19 New Global Note: PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 20 Fixed Rate Note Provisions 21 Floating Rate Note Provisions 22 Zero Coupon Note Provisions 23 Variable Linked Rate Note Provisions Final Terms IPV Belfius Financing Company (LU) Multicall Megatrends 02/2029 Page 2

3 PROVISIONS RELATING TO REDEMPTION 24 Call Option Applicable Optional Redemption Date(s): Optional Redemption Period: Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s): 7 February 2025, 7 February 2026, 7 February 2027 and 7 February 2028, subject to adjustment with the Following Business Days Convention Optional Redemption Date: Optional Redemption Amount: 7 February 2025 EUR 1,180 per 7 February 2026 EUR 1,210 per 7 February 2027 EUR 1,240 per 7 February 2028 EUR 1,270 per If redeemable in part: Notice period: 10 Business Days 25 Mandatory Early Redemption 26 Redemption Amount(s) of each Note Variable Linked Redemption (i) Underlying: Share Index (ii) Variable Linked Redemption Amount: Category C. Structures with one payment at maturity without cap (prospectus page 102) + [ (Participation Rate i max(x% i, Performance i ) + Bonus i )] 1) Underlying : Solactive Megatrends Europe Index (Bloomberg Code : SOLMTEUP); 2) Performance will be Price; Final Price Initial Price Initial Price (Subdivision c) is applicable), no reset for the Initial 3) Applicable. The Issuer has the right to call the structure on 7 February 2025, 7 February 2026, 7 February 2027 and 7 February 2028 by paying respectively 118%, 121%, 124% and 127% with a 10 Business Days notice. (see 24. Call Option) 4) Condition is activated in respect of the Participation Rate and Bonus; 5) Bonus = 0% if the issue has not been called in 2025, 2026, 2027 or 2028; Otherwise, the Bonus shall be = 100%; 6) Participation Rate = 100% if the issue has not been called in 2025, 2026, 2027 or 2028; Otherwise, the Participation Rate shall be 0%; 7) X% = 0%; 8) no Daycount; Final Terms IPV Belfius Financing Company (LU) Multicall Megatrends 02/2029 Page 3

4 By applying the components above, to the Formula mentioned above, the Variable Linked Redemption Amount shall be calculated by applying the following formula: + [ (iii) Business Days: (Participation Rate Max (0%, TARGET Final Price Initial Price ) + Bonus )] Initial Price (iv) Business Day Convention: (v) Initial Averaging: Following (vi) Averaging: Applicable (vii) Averaging Dates: 07/02/ /03/ /04/ /05/ /06/ /07/ /08/ /09/ /10/ /11/ /12/ /01/ /01/ Partial Redemption: VARIABLE LINKED PROVISIONS (i) Index: Solactive Megatrends Europe Index (Bloomberg Code : SOLMTEUP) (ii) Exchange: Multiple Exchange (iii) Related Exchange: (iv) Valuation Date(s): All Exchanges The Final Averaging Date (v) Initial Valuation Date: 7 February 2019 REASONS FOR THE OFFER Reasons for the offer: The net proceeds of Notes, i.e. the Nominal Amount less any expenses and fees, will be used for general corporate purposes of Belfius Bank. Belfius Financing Company will transfer the proceeds to Belfius Bank. DISTRIBUTION Dealer(s): Selling fees: Total commission and concession: Belfius Bank SA/NV 1. Fees included in the Issue Price, linked to the structuration and management of the Notes and borne by the investors: Upfront fee: 2.05% of the subscribed nominal amount of Notes. Recurring annual fees: 0.64% of the subscribed nominal amount of Notes, i.e. a maximum of 6.4% if the Notes are Final Terms IPV Belfius Financing Company (LU) Multicall Megatrends 02/2029 Page 4

5 held until the scheduled Maturity Date. The above mentioned fees are indicative only. These fees may fluctuate either upwards or downwards depending on the market conditions during the Offer Period. 2. Fees and other costs not included in the Issue Price, and borne by the investors: Brokerage Fee: Additional selling restrictions: OPERATIONAL INFORMATION ISIN Code: XS Common Code: Clearing System(s): Principal Paying Agent: Relevant Benchmark: Euroclear / Clearstream Banque Internationale à Luxembourg, SA Solactive Megatrends Europe Index provided by Solactive AG. As at the date hereof, Solactive AG does not appear in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmark Regulation SECONDARY MARKET Applicable Maximum Spread: Maximum Commission: Maximum Exit Penalty: Conform to the market conditions 0.60 per cent per cent. RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By:... Duly authorised Final Terms IPV Belfius Financing Company (LU) Multicall Megatrends 02/2029 Page 5

6 Signed on behalf of the Guarantor: By:... Duly authorised Final Terms IPV Belfius Financing Company (LU) Multicall Megatrends 02/2029 Page 6