Groene financiering

This information Memorandum (the “Information Memorandum”) has been prepared by or on behalf of Aquafin NV. Except for the financial figures, none of the information in these materials has been independently verified, approved, endorsed, audited by Aquafin NV’s auditor or reviewed by a third party. Due to rounding, numbers presented in these materials may not add up precisely to the totals provided and percentages may not exactly reflect the absolute figures. 

The Information Memorandum may contain forward-looking statements. Recipients are cautioned not to put undue reliance on such forward-looking statements because, as a result of a number of uncertainties or risks, many of which are out of control of Aquafin NV, actual results may vary materially from those expressed or implied. Any forward-looking statements contained in the Information Memorandum speak only as at the date of the Information Memorandum. All forward-looking statements are based on Information available to Aquafin and its management on the date of the Information Memorandum.

The Information Memorandum does not constitute any form of financial opinion or recommendation or investment advice. The Information Memorandum does not constitute a prospectus under Regulation (EU) 2017/1129 of the European Parliament and of 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 (the “Prospectus Regulation”) and has not been approved by the FSMA. Any decision to invest in the securities described in the Information Memorandum should be made after reviewing the Information Memorandum and conducting such investigations as you deem necessary and consulting your own financial, legal, accounting, regulatory and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the securities.

Aquafin NV does not provide legal, accounting, tax and/or investment advice in any way and the recipient of the Information Memorandum is strongly advised to consult its own independent advisors on any legal, accounting, tax, and or invest issues relating to the Information Memorandum. Persons into whose possession the Information Memorandum comes are required to inform themselves about this and observe any such restrictions.

The bonds (the “Bonds”) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the U.S. or other jurisdiction and the Bonds may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. The Issuer has not been and will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended.  Accordingly, any offering and sale of the Bonds will be made pursuant to Regulation S.

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of the following:

• a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments (as amended, “MiFID II”); or

• a customer within the meaning of the Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive” or “IDD”), where that cusomer would not qualify as a professional client as defined in point (10) of Article 4(1) of the MiFID II; or

• not a qualified investor as defined in the Prospectus Regulation.

The Bonds are not intended to be offered, sold to or otherwise made available to, and should not be offered, sold or otherwise made available in, Belgium to “consumers” (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek economisch recht/Code de droit économique) dated 28 February 2013, as amended from time to time (the “Belgian Code of Economic Law”).

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate.
 
NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

This document is not intended for distribution in the United States, or to any U.S. person.

By accepting any copy of the Information Memorandum, you agree to be bound by the foregoing limitations.