On 20 May 2015 Vandemoortele NV announced the public issuance in Belgium of bonds with a seven-year duration for a minimum amount of € 75,000,000 and a maximum amount of € 100,000,000. The subscription period will run from 22 May 2015 (9 am CET) to 2 June 2015 (4 pm CET), subject to early closing.
Please read and accept the following disclaimer prior to downloading the Prospectus:
The document you are about to read is the electronic version of the prospectus regarding a public offering in Belgium by Vandemoortele NV (the “Issuer”) of 3,06% fixed rate bonds due 10 June 2022 (the ”Bonds”) in accordance with regulations applicable in Belgium (the “Prospectus”). The Prospectus was approved by the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Markten en Diensten / Autorité des services et marchés financiers) (the “FSMA”) on 19 May 2015. It is exclusively intended for Belgian residents who are physically present in Belgium, as well as for persons residing outside Belgium, who can access it and accept the offering in accordance with the applicable law and regulations of other countries.
Specifically, residents of a Member State of the European Economic Area other than Belgium may not have access to this Prospectus, unless the offering can be done in a Member State by virtue of one of the exemptions provided by Directive 2003/71/EC of the European Parliament and Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended and adapted to each Member State (the “Prospectus Directive”), insofar as such offering in any Member State does not require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
In general, any person wishing to access the Prospectus must first ensure that this access does not violate applicable legislation or regulations. The Issuer shall not be liable in the event of a violation of such restrictions by any person.
The Prospectus does not in any way constitute an offering or invitation to subscribe Bonds in any country in which the access to the Prospectus, the offering, or the invitation, could be illegal and cannot in any circumstance whatsoever be used for this purpose or in these circumstances.
The Issuer did not, and does not intend to, make any effort to offer its securities to the public outside Belgium; it has obtained no authorization for the distribution of the Prospectus in any jurisdiction other than Belgium.
The Prospectus may not be directly or indirectly distributed or circulated in the United States of America, in Switzerland or in any other jurisdiction that deems the distribution or circulation of such information illegal.
In particular, the Prospectus does not constitute an offering of securities in the United States of America or in any other country. Securities may be neither offered nor sold in the United States of America without registration or registration exemption pursuant to the 1933 US Securities Act, as amended (the “Securities Act”). The Issuer does not intend to register the offering, in whole or in part, in the United States of America or to initiate a public offering in the United States of America and, subject to certain exceptions, the Bonds shall not be offered, sold or distributed on the territory of the United States of America or to citizens of the United States or to their benefit. The offering takes place outside of the United States of America in accordance with the Securities Act and its implementing regulations.
The circulation of the electronic version of the Prospectus on a website different than the websites included in the following paragraphs and its duplication, distribution or dissemination in paper or electronic form are strictly prohibited. The Issuer shall under no circumstances be held liable in the event of illegal duplication or distribution of the Prospectus.
Investors are invited to carefully read the Prospectus of 19 May 2015 which was approved by the FSMA on 19 May 2015. The Prospectus is available in English, which is the version approved by the FSMA, and in Dutch. The summary of the prospectus is also available in French. The Issuer has verified and is responsible for the consistency between the respective versions. In case of differences between the English version, the Dutch version and the French summary, the English version shall prevail.
The Prospectus (in English and in Dutch) and the translation of the summary in French are available free of charge at the office of Vandemoortele NV at Moutstraat 64, 9000 Ghent, Belgium. They are also available free of charge from KBC Bank NV on +32 (0)78 152 153 (in English), on +32 (0)78 152 153 (in Dutch) and +32 (0)78 152 154 (in French), Belfius Bank SA/NV on +32 2 222 12 02 (in English), on +32 2 222 12 02 (in Dutch) and +32 2 222 12 01 (in French), BNP Paribas Fortis SA/NV on +32 2 433 41 34 (in English), on +32 2 433 41 34 (in Dutch) and +32 2 433 41 31 (in French), ING Bank N.V. on +32 2 464 60 04 (in English), on +32 2 464 60 01 (in Dutch) and +32 2 464 60 02 (in French), Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”) on +32 3 289 28 88 (in English), on +32 3 289 28 88 (in Dutch) and +32 3 289 29 99 (in French) and Bank Degroof NV/SA on +32 2 287 91 56 (in English), on +32 2 287 91 56 (in Dutch) and +32 2 287 91 56 (in French). They are also available on the websites of the Issuer (www.vandemoortele.com), KBC Bank NV (www.kbc.be/Vandemoortele), Belfius Bank SA/NV (www.belfius.be/vandemoortele), BNP Paribas Fortis SA/NV (www.bnpparibasfortis.be/emissies or www.bnpparibasfortis.be/emissions), ING Bank N.V. (www.ing.be (beleggen – obligaties) or www.ing.be (investor - obligations), Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”) (www.rabobank.be/nl/beleggen/particulier/obligaties and
www.rabobank.be/fr/investir/particulier/obligations), Bank Degroof NV/SA (www.degroof.be).
Link to Prospectus:
I wish to read the Prospectus and hereby certify (1) that I have read and agreed to the above; (2) that I am a Belgian resident physically present in Belgium or a resident outside of Belgium who has access to the Prospectus and can accept the offering in accordance with applicable legislation and regulations; (3) that I agree to refrain from duplicating, distributing or circulating the Prospectus whether in paper or electronic form; and (4) that I hereby confirm my agreement to the restrictions stated heretofore.