PART A CONTRACTUAL TERMS

Transcription

1 KBC IFIMA S.A. Issue of 250 Long Index Warrants Guaranteed by KBC Bank NV under the EUR 1,000,000,000 Warrant Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the Conditions ) set forth in the base prospectus dated 21 September 2018, the Base Prospectus, which constitutes a base prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Warrants described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive ) and must be read in conjunction with the Base Prospectus. Full information on the Issuer, the Guarantor and the offer of the Warrants is only available on the basis of a combination of these Final Terms and the Base Prospectus. A summary of the issue of the Warrants (which comprises the summary in the Base Prospectus as amended to reflect the provision of these Final Terms) is annexed to these Final Terms. The Base Prospectus available on the website of Euronext Brussels at the website of the Luxembourg Stock Exchange at and the website of the Issuer at and copies may be obtained during normal business hours at the registered office of the Issuer. A copy of the Final Terms will be available on the website of Euronext Brussels at and on the website of the Issuer at GENERAL DESCRIPTION OF THE WARRANTS 1 (i) Series Number: WO0002 (ii) Tranche Number: 1 (iii) Date on which the Warrants will be consolidated and form a single Series: (iv) Type of Warrants: Interim Exercisable Warrants 2 Specified Currency: EUR 3 Number of Warrants: (i) Series: 250 (ii) Tranche: Warrant Issue Price: 100, per Warrant 5 Issue Date: 26 October (i) Scheduled Expiration Date: 26 October 2023 (ii) Business Day Convention for Scheduled Expiration Date: (iii) Additional Business Centre(s): TARGET 2 Following Business Day Convention 7 Reference Item linked to Warrants: Index Linked Warrants 1

2 PROVISIONS RELATING TO EXERCISE Interim Exercisable Warrants 8 Long Warrants: 9 Short Warrants: 10 Warrant Multiplier: Applicable 100,000.00/Long 11 Early Cash Settlement Amount: (i) Specified Interim Observation Date(s): 28 October 2019; 26 October 2020; 26 October 2021; 26 October 2022 (ii) Cap/Floor Election: Cap or Floor (iii) Intermediate Floor_i(s): Interim Observation Date(s) (prior to adjustment due to occurrence of a Disrupted Day) Intermediate Floor_i(s) 28 October % of Long 26 October % of Long 26 October % of Long 26 October % of Long Long : Closing Price of EURO STOXX 50 Price on 29 October 2018 (iv) Intermediate Cap_i(s): 2

3 (v) Payoff_InterimLR_i: Interim Observation Date(s) (prior to adjustment due to occurrence of a Disrupted Day) Intermediate Floor_i(s) 28 October % of Long 26 October % of Long 26 October % of Long 26 October % of Long Payoff_InterimLR_i 106% of Long 112% of Long 118% of Long 124% of Long (vi) Payoff_InterimSR_i: (vii) Payoff_InterimLR_Floor_i: (viii) Payoff_InterimLR_Cap_i: (ix) Payoff_InterimSR_Floor_i: (x) Payoff_InterimSR_Cap_i: 12 Early Settlement Date: 30 October 2019; 28 October 2020; 28 October 2021; 28 October Cash Settlement Amount: (i) Long Warrants: (a) Payoff_LR: 0.00 (b) Long Strike 1: 0.00 (c) Long Strike 2: 65% of Long (d) Long : Closing Price of EURO STOXX 50 Price on 29 October 2018 (e) Long Payoff Multiplier 1: 1.00 (f) Long Payoff Multiplier 2: 1.00 (g) Long Payoff Multiplier 3: (h) X 1: X 1_FRP (i) Y 2: Y 2_LS3 (j) Z 3: Z 3_FIX, such fixed amount to be 30% of Long 3

4 (ii) Short Warrants: Expiration Settlement Warrants and Interim Exercisable Warrants: 14 Settlement Date: 30 October Additional Disruption Event: Applicable, in accordance with Condition Index Linked Warrants: Applicable (i) Index and details of the relevant Sponsors: Index: Index Sponsor: STOXX Exchange: Related Exchange: Designated Multi- Exchange Index: EURO STOXX 50 Price Designated Multi-Exchange Eurex Frankfurt AG Applicable The Index is a Designated Multi-Exchange Index Further information about the Index can be obtained at (ii) Valuation Date: Each Specified Interim Observation Date and the Averaging Dates (iii) Reference Price Averaging: Applicable (a) Averaging Dates: 24 October 2023; 25 October 2023 (b) Consequences of Disrupted Days: (iv) Valuation Time: Postponement As per Condition 7(e) (v) Correction of Index Levels: Correction of Index Levels applies, subject to Condition 7(c)(iii) (vi) Correction Cut-Off Date: 17 Equity Linked Warrants 18 Currency Linked Warrants GENERAL PROVISIONS APPLICABLE TO THE WARRANTS 2 Business Days prior to the Scheduled Expiration Date 19 Calculation Agent responsible for making calculations pursuant to Condition 4(c), Condition 5, Condition 6, Condition 7, Condition Additional Financial Centre(s) and/or other elections relating to Payment Days: KBC Bank NV, Havenlaan 2, 1080 Brussels, Belgium 4

5 DISTRIBUTION 21 Name of relevant Dealer: KBC Bank NV 22 Total commission and concession: An annual running cost of 0.80% of the Warrant Issue Price will be charged on a daily basis until the Scheduled Expiration Date of the Warrants for the service of providing liquidity on the Warrants. 23 Additional selling restrictions: This product can only be sold to investors which have liquid assets with KBC Bank or CBC Banque which exceed EUR 500,000 and who finances their investment in this product with the part of their liquid assets with KBC Bank or CBC Banque which exceeds EUR 500, Public Offer Consent: 25 General consent: 26 Other conditions to consent: Signed on behalf of the Issuer: By: BW $ Duly authorisef Director Signed on behalf of the Guarantor: By: ivo By: V1KÇUr4o `Ekoi.D.co ṯ Duly audz Dull, authorised 5

6 PART B OTHER INFORMATION 1. ADMISSION TO TRADING: Admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Warrants to be admitted to trading on the Regulated Market of Euronext Brussels with effect from on or around the Issue Date. 2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE: Save for any fees payable to the Authorised Offerors, so far as the Issuer is aware, no person involved in the offer of the Warrants has an interest material to the offer. The Authorised Offerors and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business. 3. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES: (i) Reasons for the offer: The net proceeds will be applied for profit making and risk hedging purposes (ii) Estimated net proceeds: 24,998, (iii) Estimated total expenses: 1, PERFORMANCE OF INDEX AND OTHER INFORMATION CONCERNING THE INDEX: The details of past and future performance and volatility of the index/formula can be obtained on SX5E INDEX. STOXX Limited, Deutsche Boërse Group and their licensors, research partners or data providers have no relationship to the KBC Group NV, other than the licensing of the EURO STOXX 50 Index and the related trademarks for use in connection with the Warrants. STOXX, Deutsche Boërse Group and their licensors, research partners or data providers do not: sponsor, endorse, sell or promote the Warrants. recommend that any person invest in the Warrants or any other securities. have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Warrants. have any responsibility or liability for the administration, management or marketing of the Warrants. consider the needs of the Warrants or the owners of the Warrants in determining, composing or calculating the EURO STOXX 50 Index or have any obligation to do so. STOXX, Deutsche Boërse Group and their /licensors, research partners or data providers give no warranty, and exclude any liability (whether in negligence or otherwise), in connection with the Warrants or their performance. 6

7 Internal STOXX does not assume any contractual relationship with the purchasers of the Warrants or any other third parties. Specifically, STOXX, Deutsche Boërse Group and their licensors, research partners or data providers do not give any warranty, express or implied, and exclude any liability about: The results to be obtained by the Warrants, the owner of the Warrants or any other person in connection with the use of the EURO STOXX 50 Index and the data included in the EURO STOXX 50 Index; The accuracy, timeliness, and completeness of the EURO STOXX 50 Index and its data; The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50 Index and its data; The performance of the Warrants generally. PERFORMANCE OF THE UNDERLYING EQUITY AND OTHER INFORMATION CONCERNING THE UNDERLYING EQUITY 5. TERMS AND CONDITIONS OF THE OFFER: Total amount of the Offer: 25,000, Conditions to which the offer is subject: Description of the application process: Offer Period: Time period during which the offer will be open: Details of the minimum and/or maximum amount of application: Description of possibility to reduce: subscriptions and manner for refunding excess amount paid by applicants Details of the method and time limits for paying up and delivering the Warrants: This product can only be sold to investors which have liquid assets with KBC Bank or CBC Banque which exceed EUR 500,000 and who finances their investment in this product with the part of their liquid assets with KBC Bank or CBC Banque which exceeds EUR 500,000 Minimum 1 Warrant Manner in and date on which results of the offer and the Additional 7

8 Settlement Date(s) (if relevant) are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and addresses, to the extent known to the Issuer, of the placers in the various countries where the offer takes place: 6. OPERATIONAL INFORMATION: (i) ISIN: LU (ii) Common Code: (iii) CFI: (iv) FISN: (v) Any clearing system(s) other than Interprofessionele Effectendeposito- en Girokas SA/NV (Euroclear Belgium) and the relevant identification number(s): (vi) Delivery: (vii) Warrant Agent: (viii) Paying Agent: (ix) Names and addresses of additional Paying Agent(s) (if any): Delivery against payment KBC Bank NV KBC Bank NV (x) Relevant Benchmark[s]: 8