Green Bond 2023

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Notice of early closure (only available in Dutch)

Investing in the Flemish energy transition

Fluvius System Operator CV (“Fluvius”) is issuing green retail Notes for a minimum amount of EUR 150 million and a maximum amount of EUR 300 million with an annual gross coupon of 4% and a maturity of 4 years (the “Notes”). The Notes will be issued under a public offering in Belgium to retail investors and, to a lesser degree, qualified investors, with a subscription period that runs from 16 June 2023 until 21 June 2023 (subject to early termination). Belfius Bank, BNP Paribas Fortis, ING and KBC Bank will act as joint lead managers (the “Joint Lead Managers”).

In the coming years, Flanders will make the switch from fossil fuels to a more extensive use of renewable electricity. The Fluvius investment plan foresees an increase to 1.5 million electric cars in Flanders by 2030, massive numbers of heat pumps and solar panels and an increase of industrial power consumption.

To accommodate all this, Fluvius will invest an additional EUR 4 billion (on top of the EUR 7 billion for regular investments) over the course of the next ten years to reinforce 40 percent of the low-voltage grids, 13 percent of the mid-voltage grids and one third of the distribution cabins that distribute power in the streets.

"The energy transition is one of our major projects for the next few years. Green energy supply in Flanders is important for each and every citizen. We therefore believe it is important that every citizen can participate in this story through this investment."

Frank Vanbrabant, CEO Fluvius

Risk warning

The Notes are direct, unconditional, unsubordinated and (subject to the provisions of negative pledge) unsecured debt instruments, with a guarantee by the Guarantors (as defined in the base prospectus dated 6 June 2023 (the “Base Prospectus” (English version, Dutch version)), in accordance with, and subject to the pro rata limitation in, their respective Guarantees (as defined in the Base Prospectus), as further described in the Base Prospectus.

An investment in the Notes involves risks. By subscribing to the Notes, investors lend money to Fluvius who undertakes to pay interest and to reimburse the principal amount on 28 June 2027 (the “Maturity Date”). In case of bankruptcy or default by Fluvius or the Guarantors, however, investors may not recover the amounts they are entitled to and risk losing all or a part of their investment. Prospective investors should furthermore take into account the risks relating to the enforcement of the Guarantees as indicated in the risk factor entitled “The enforcement of the Guarantees is subject to limitations stemming from the particular nature of the Guarantors” in Part II – ‘Risk factors’ of the Base Prospectus. Each prospective investor must carefully consider whether it is suitable for that investor to invest in the Notes in light of its knowledge and financial experience and should, if required, obtain professional advice. Prospective investors should read the Base Prospectus in its entirety and, in particular, the risk factors described under Part II – ‘Risk factors’ of the Base Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Notes.

In light of the green nature of the Notes, investors should in particular read the risk factors entitled “Notes issued as Green Notes may not meet investor expectations or requirements (including any green or sustainable performance objective) and/or may not be aligned with the final version of the European green bond standard or any other sustainability-related regulations, each of which would not amount to an Event of Default or a breach of contract by the Issuer, may impair the value of such Green Notes and/or may have adverse consequences for investors”, “The application of an amount equal or equivalent to the net proceeds of Green Notes to finance and/or refinance Eligible Green Projects may not be capable of being (timely) implemented or may not be totally or partially disbursed as planned for reasons that are outside the Issuer’s control or which the Issuer is not able to anticipate as at the Issue Date of the relevant Green Notes, which would not amount to an Event of Default or a breach of contract by the Issuer and may impact the value of the Green Notes” and “The Second Party Opinion does not reflect the potential impact of all risks related to Green Notes and any withdrawal of such opinion may affect the value of Green Notes” which set out, among other things, the risk that the use of proceeds of the Notes does not necessarily meet the requirements set out in the Fluvius Green Financing Framework or certain investor expectations or requirements (including under any future applicable regulations).

How to take up this offering?

Interested investors can find the Base Prospectus (English version, Dutch version), the final terms (English version, Dutch version) and the issue-specific summary (English version, Dutch version, French version) relating to the Notes at www.fluvius.be/groene-belegging-voor-particulieren or at the joint lead managing banks:

Before making an investment decision, prospective investors should read the Base Prospectus (English version, Dutch version), the final terms (English version, Dutch version) and the issue-specific summary (English version, Dutch version, French version) to fully understand the potential risks and rewards associated with a decision to invest in the Notes.

Subscribing to the Notes is possible during the subscription period at the joint lead managing banks, through their digital channels or in one of their local offices. The subscription period starts on 16 June 2023 at 9 am and ends on 21 June 2023 at 5.30 pm. An early termination is possible, at the earliest as from 16 June 2023 at 5.30 pm. Investors are advised to subscribe on the first day of the subscription period.

The minimum subscription and denomination amounts to EUR 1,000. The Notes offer an annual coupon of 4.00%. The issue price amounts to 101.625% (including the retail commission of 1.625%). The gross actuarial yield amounts to 3.557% and the net actuarial yield amounts to 2.369%. The Noteholder is entitled to repayment of 100% of the nominal amount on the Maturity Date.

An application has been or will be made by Fluvius (or on its behalf) to Euronext Brussels for the Notes to be listed and admitted to trading on the regulated market of Euronext Brussels.

Use of proceeds

Fluvius will allocate an amount equal to the net proceeds of the Notes towards financing a portfolio of selected assets, projects and activities which contribute in particular to one of the sustainability objectives set out in the Fluvius Green Financing Framework, as amended, supplemented and replaced from time to time.

The Fluvius Green Financing Framework (English version, Dutch version), as well as the ‘second party opinion’ delivered by ISS Corporate Solutions (English version, Dutch version) can be consulted at the Fluvius website (https://over.fluvius.be/en/investor-relations/green-financing). These documents are not part of, and are not included by way of reference in, the Base Prospectus.

Basisprospectus

The Base Prospectus (English version, Dutch version), drawn up in English, was approved by the Belgian Financial Services and Markets Authority (the “FSMA”) on 6 June 2023 in its capacity as competent authority under Regulation (EU) 2017/1129 of the European parliament and the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “Prospectus Regulation”). The FSMA only approved the Base Prospectus as meeting the standards of completeness, comprehensibility and consistency as imposed by the Prospectus Regulation. Approval by the FSMA should not be considered as an endorsement of Fluvius or of the quality of the Notes, nor should it be construed as an endorsement of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes.

Before making an investment decision, prospective investors should read the Base Prospectus in its entirety, and in particular Part II – ‘Risk factors’ on the pages 16 to 42 of the Base Prospectus, to fully understand the potential risks and rewards associated with the decision to invest in the Notes. Prospective investors should make their own assessment before making an investment decision in respect of the Notes. Each prospective investor should carefully consider whether it is suitable for this type of investor to invest in the Notes in view of its own circumstances, knowledge and experience and should, if required, obtain professional advice. In light of the green nature of the Notes, investors should in particular read the risk factors entitled “Notes issued as Green Notes may not meet investor expectations or requirements (including any green or sustainable performance objective) and/or may not be aligned with the final version of the European green bond standard or any other sustainability-related regulation, each of which would not amount to an Event of Default or a breach of contract by the Issuer, may impact the value of such Green Notes and/or may have adverse consequences for investors”, “The application of an amount equal or equivalent to the net proceeds of Green Notes to finance and/or refinance Eligible Green Projects may not be capable of being (timely) implemented or may not be totally or partially disbursed as planned for reasons that are outside the Issuer’s control or which the Issuer is not able to anticipate as at the Issue Date of the relevant Green Notes, which would not amount to an Event of Default or a breach of contract by the Issuer and may impact the value of the Green Notes” and “The Second Party Opinion does not reflect the potential impact of all risks related to Green Notes and any withdrawal of such opinion may affect the value of Green Notes” which set out, among other things, the risk that the use of proceeds of the Notes does not necessarily meet the requirements set out in the Fluvius Green Financing Framework or certain investor expectations or requirements (including under any future applicable regulations).

Complaints

If you have a complaint to make, you can address it to:

  • Belfius
    Your local Belfius branch, your financial advisor or by e-mail: complaints [at] belfius [dot] be (complaints[at]belfius[dot]be).
    If you are not satisfied with the reply, you can contact Belfius Bank NV-SA, Negotiation (number 7913), Karel Rogierplein 11, 1210 Brussels, or by e-mail: negotiation [at] belfius [dot] be (negotiation[at]belfius[dot]be).
  • BNP Paribas Fortis
    Complaints Management Department of BNP Paribas Fortis, Warandeberg 3, 1000 Brussels, 
    or by e-mail: gestiondesplaintes [at] bnpparibasfortis [dot] com (gestiondesplaintes[at]bnpparibasfortis[dot]com).
  • ING
    ING, Customer Service, Sint-Michielswarande 60, 1040 Brussels or by email, klachten [at] ing [dot] be (klachten[at]ing[dot]be).
  • KBC
    You can contact your financial advisor at your local KBC bank branch.
    If you feel your suggestion or complaint cannot be addressed by your KBC bank branch or if you are not satisfied with the proposed solution, please contact KBC Complaint Management, Brusselsesteenweg 100, 3000 Leuven, at the phone number 0800 62 084 or by e-mail klachten [at] kbc [dot] be (klachten[at]kbc[dot]be).

If you do not find an immediate solution after having contacted the services mentioned above, you can contact the Ombudsman in financial disputes, North Gate II, Koning Albert II-laan 8, box 2, 1000 Brussels at the phone number 02 545 77 70, or by e-mail: ombudsman [at] ombudsfin [dot] be (ombudsman[at]ombudsfin[dot]be).

Disclaimer

THIS ANNOUNCEMENT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS PROHIBITED BY APPLICABLE LAW.

This announcement does not constitute an offer to sell or to subscribe to securities, or an invitation to make an offer to purchase securities or to subscribe to securities, and securities shall not be sold or subscribed to in a jurisdiction where such offer, invitation, sale or subscription would be illegal without prior subscription or qualification under the financial legislation of such jurisdiction. The issue of, subscription to or purchase of securities is subject to special statutory or regulatory restrictions in certain jurisdictions. Fluvius is not liable in the event of any violation of such restrictions by any person.

No public offering of any securities referred to in this document shall be made in the United States. The securities referred to in this document have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any securities law of any State or any jurisdiction in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. persons, except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.  Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The securities referred to in this document, have not been approved or disapproved by the SEC, any other State securities commission or any other supervisory body of the United States, nor have these authorities assessed the adequacy of this proposed offering or the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

This document is not an offering document or prospectus in connection with an offering of securities by Fluvius. Investors must not accept any offering of the securities referred to in this document nor acquire them, unless they do so on the basis of the information contained in the Base Prospectus and the final terms relating to the Notes. This document is an advertisement for the purposes of the Prospectus Regulation.

Approval by the FSMA should not be considered as a recommendation of Fluvius or of the quality of the Bonds nor should it be considered as commendation of the Bonds.