Bond Bekert 4.5% ( BE6213295577 ) in EUR

Issuer Bekert
Market price 100 %  ▼ 
Country  Belgium
ISIN code  BE6213295577 ( in EUR )
Interest rate 4.5% per year ( payment 1 time a year)
Maturity 23/12/2018 - Bond has expired



Prospectus brochure of the bond Bekaert BE6213295577 in EUR 4.5%, expired


Minimal amount 1 000 EUR
Total amount 100 000 000 EUR
Detailed description Bekaert is a global leader in wire, steel wire rope, and engineered textile solutions serving diverse industries.

The Bond issued by Bekert ( Belgium ) , in EUR, with the ISIN code BE6213295577, pays a coupon of 4.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 23/12/2018















NV BEKAERT SA
Bekaertstraat 2, 8550 Zwevegem
VAT BE 0405.388.536 RPR Kortrijk
Naamloze vennootschap (public limited liability company) under Belgian law

(`Bekaert' or the `Issuer')





Registration Document related to the Issuer






















Registration Document related to the Issuer dated 2 December 2010



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0
Risk factors regarding the Issuer ......................................................................................................... 2
0.1
Economical and cyclical risk ...................................................................................................... 2
0.2
Credit risk ................................................................................................................................... 3
0.3
Risks related to raw materials .................................................................................................... 3
0.4
Competition ................................................................................................................................ 4
0.5
Labour market ............................................................................................................................ 4
0.6
Financial risk management ........................................................................................................ 4
0.7
Internal control ............................................................................................................................ 5
0.8
Risks related to suppliers ........................................................................................................... 5
0.9
Risks related to IT-failures ......................................................................................................... 5
0.10
Natural disasters and geopolitical events .................................................................................. 6
0.11
Compliance with laws and regulations ....................................................................................... 6
0.12
Compliance with environmental laws and regulations ............................................................... 6
1
General ................................................................................................................................................ 7
1.1
Approval of the Luxembourg Commission de Surveillance du Secteur Financier ..................... 7
1.2
Responsible Persons ................................................................................................................. 7
1.3
Prior warning .............................................................................................................................. 8
1.4
Forward-looking statements ....................................................................................................... 8
2
The Issuer .......................................................................................................................................... 10
3
Statutory auditors ............................................................................................................................... 11
4
Selected financial information ............................................................................................................ 12
5
Information about the Issuer .............................................................................................................. 16
5.1
History and development of the Issuer .................................................................................... 16
5.2
Investments .............................................................................................................................. 16
5.3
Acquisitions and divestments ................................................................................................... 17
5.4
Principal activities ..................................................................................................................... 18
5.5
Principal markets ...................................................................................................................... 19
6
Information related to the subsidiaries of the Issuer .......................................................................... 20
7
Organisational structure ..................................................................................................................... 21
8
Trend information and recent events ................................................................................................. 21
9
Profit forecasts or profit estimates ..................................................................................................... 22
10 Administrative, management and supervisory bodies ....................................................................... 22
10.1
Board of Directors .................................................................................................................... 22
10.2
Executive Management ............................................................................................................ 24
10.3
The Comittees of the Board of Directors .................................................................................. 25
10.3.1
Audit and Finance Committee ......................................................................................... 25
10.3.2
Nomination and Remuneration Committee ..................................................................... 26
10.3.3.
Strategic Committee ........................................................................................................ 27
10.4
Corporate Governance ............................................................................................................. 27
10.5
Conflicts of interests of the administrative, management and supervisory bodies .................. 28
11 Major shareholders ............................................................................................................................ 28
12 Financial information concerning the Issuer's assets and liabilities, financial position and profits and
losses ................................................................................................................................................. 30
12.1
Historical and interim financial information .............................................................................. 30
12.2
Age of latest audited financial information ............................................................................... 30
12.3
Legal and arbitration proceedings ............................................................................................ 30
12.4
Significant change in the financial or trading position .............................................................. 30
13 Additional information ........................................................................................................................ 31
13.1
Share capital ............................................................................................................................ 31
13.2
Deed of Incorporation and Articles of Association ................................................................... 31
13.3
Material contracts ..................................................................................................................... 31
14 Third party information and statement by experts and declarations of any interest .......................... 32
15 Documents on display........................................................................................................................ 32
16 Documents incorporated by reference ............................................................................................... 32
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0 Risk factors regarding the Issuer

Before taking an investment decision, potential investors should carefully read the risk factors
below, describing not only the risks related to the Issuer, but also related to its subsidiaries. The
described risks and uncertainties are not the only risks and uncertainties that influence the
Issuer. Any of these risk factors, as well as additional risks or uncertainties of which the Issuer
is not aware on the date the Registration Document was issued, or is considered as immaterial,
could also affect the business operations or its capacity to make payments regarding bonds or
other debt. Such risks could materially affect the Issuer's business, results of operations and its
financial position and cause the value of the securities offered hereunder to decline. Investors
could lose all or part of their investment. The Issuer is unaware of (material) risks today, other
than those described below. Some statements in this section contain forward-looking
information (see "Forward-looking Statements").

In case of doubt about the risks related to the Issuer, investors are requested to consult a
specialized financial advisor or, when the occasion arises, to abandon any investment decision
regarding the Issuer.
0.1 Economical and cyclical risk

Like many global companies, the Issuer is exposed to risks affecting businesses that are
expanding around the world both in mature markets and in rapidly developing growth markets.
The growth of these economies, the potential political and financial risks they present, the
emergence of new technologies and competitors, the shifting economic flows between
continents, the growing environmental awareness, the volatile supply of and demand for raw
materials and the probability of consolidation of all or part of industrial segments present as
many risks for the Issuer as they create opportunities. Strategically, the Issuer defends itself
against economical and cyclical risks by being active in different regions and different sectors.
The Issuer is active in more than 30 countries and its products can be clustered in seven
sectors. This sector spread is an advantage as it makes the Issuer less sensitive to sector-
specific trends. Nevertheless, a global economic crisis can impact the most important sectors in
which it is active, namely automotive, energy and utilities and construction. In the Issuer's case,
it are mainly replacement and infrastructure markets, which are less sensitive to market
changes.

The crisis in the financial sector impacted the real economy and also had its effect on the
markets and sectors in which the Issuer is active. The economic crisis caused a lower demand
at the end of 2008 and early 2009. Although the Issuer disposes of a broad customer base, a
deterioration of the economic situation could imply financing problems for some customers and
can lead to an increase of the bad debt provisions. Such an economic crisis could negatively
impact the Issuer's profitability.

Short and long-term visibility on market developments remains extremely limited. Bekaert has a
high exposure of more than 70% to emerging countries in which the market conditions can
differ from the mature markets. Political risks or a faster than anticipated slowdown cannot be
excluded. The Issuer invested heavily in new product development and changed in a
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substantial way the product mix over the last ten years. Innovative products could have shorter
life cycles than the traditional product mix of the Issuer.

Notwithstanding the economic circumstances, the Issuer is confident that its broad
geographical coverage with a strong presence in emerging markets, as well as its growing
portfolio of product innovations, will be of strategic importance. The Issuer will closely monitor
market developments and customer requirements, so advantage can be taken of opportunities
the moment they arise.

0.2 Credit risk

The Issuer does not have a credit rating and does not intend to apply for a credit rating.
The ability to pay the principal amount of and interest on the Bonds, and on other
indebtedness, depends on the future operating performance. The future operating performance
depends on the market situation and sector-related factors which are often beyond the control
of the Issuer, and consequently the Issuer cannot provide any assurance that it will have
sufficient cash flow available to repay the principal amount and the interest on the
indebtedness, although the net debt to EBITDA ratio amounted only to 0.83 at the end of June
2010, well under the Issuer's L/T guidance standing at below 2. It is also not certain that the
terms of the new debt financing may be the same as the current ones and that consequently
the financing cost may increase which will have a negative influence on the Issuer's profitability.
The Issuer is exposed to credit risk from its operating activities and certain financing activities.
In respect of its operating activities, the Issuer has a credit policy in place, which takes into
account the risk profiles of the customers in terms of the market segment to which they belong.

0.3 Risks related to raw materials

The primary raw material is wire rod, a long steel product. As the leading purchaser in the world
of wire rod, the Issuer buys more than 2.5 million tons of wire rod annually. Wire rod represents
about 35% of cost of sales. The last two years have been characterized by high price volatility.
Prices started to increase in 2008 by more than 10 % in the second quarter and by more than
40 % in the third quarter, followed by a decrease of the same magnitude in the fourth quarter of
2008 and to a lesser extent in the first months of 2009. After a period of relative stabilization,
prices have to a lesser extent increased again in 2010. In principle, price movements are
passed to sales prices as soon as possible. Being unsuccessful in passing on cost increases to
the customers in due time can negatively influence the financial results of the Issuer.

Raw materials in inventories are valued at the lower of cost and net realizable value. Cost is
determined by the first-in, first-out (FIFO) method. Although sales prices do reflect price
decreases of raw materials, the drop in wire rod prices has caused important write-downs of
inventories in the first half of 2009 by -40 million in order to value at replacement value.
Following the price increases in the first half of 2010, there was a positive adjustment of the
consolidated operating result by 20 million.

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0.4 Competition
The Issuer is active in a competitive global and regional industry. Risks related to competition
can possibly influence the profit margins, which can affect both the net result and the
operational cash flows. The Issuer continuously evaluates the risks of competitive and possible
alternative products.
The competitive landscape consists of international, national, regional and local actors, which
can be integrated or active in a specific market segment. In the major markets, customers can
even be competitors. Tire makers such as Michelin, Goodyear, Bridgestone and others do not
only use steel cord from the Issuer, but also produce the product themselves. In new markets,
as China, competitors as Xingda arise and become not only important local actors, but become
also active on the international market. Examples of other competitors are KIS (Korea), Davis
Wire (USA), Keystone (USA), Gerdau (Latin America), Uralkord (Russia), etc.
To face the future and ever-stronger competition, the Issuer doubled its investments in
Research and Development (R&D) over the last years in a continuous search for innovative
products and processes. The Issuer is particularly R&D intensive. The means, as defined in the
consolidated profit and loss statement as cost for research and development, that are invested
in technology and innovation are estimated at 80 million in 2010 or about 3 % of consolidated
sales. The Issuer started new R&D centres in China and in India and looks for an intensive
cooperation with a variety of institutions and organisations such as: SRI Consulting Business
Intelligence, USA; LMC International, UK; Massachusetts Institute of Technology, USA.
The Issuer also takes into account possible substitution by competitive technologies or
products. Risks are frequently evaluated by the Issuer, possibly together with the above-
mentioned institutions and organisations. On the basis of technological and cost related
barriers, substitution is not a severe threat today. However, the Issuer continues to evaluate
the risks in a systematic way.
The efforts to remain competitive, to keep or to increase market share against competition
could influence the net result and the operational cash flow and are not a guarantee for a sales
increase.
0.5 Labour market
A competitive labour market can increase costs for the Issuer and as such decrease the
results. The success of the Issuer depends mainly on its capacity to hire and to retain at all
levels qualified people. The Issuers competes with other companies on its markets for hiring
people. A shortage of qualified people could force the Issuer to increase wages or other
benefits in order to be effectively competitive when hiring or retaining qualified employees or
retaining expensive temporary employees. It is uncertain that higher labour cost can be
compensated by efforts to increase effectiveness in other activity areas of the Issuer.
0.6 Financial risk management
The Issuer is exposed to risks from fluctuations in exchange rates, interest rates and market
prices that affect its assets and liabilities. Financial risk management of the Issuer aims at
reducing the impact of these market risks through ongoing operational and financing activities.
Selected derivative hedging instruments are used depending on the assessment of risk
involved. The Issuer hedges only the risks that affect the Issuer's cash flow. Derivatives are
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used exclusively as hedging instruments and not for trading or other speculative purposes. To
reduce the credit risk, hedging transactions are generally only concluded with financial
institutions whose credit rating is at least A. The guidelines and principles of the Issuer's
financial risk policy are defined by the Audit and Finance Committee and overseen by the
Issuer's Board of Directors. The Issuer's Group Treasury is responsible for implementing the
financial risk policy. This encompasses defining appropriate policies and setting up effective
control and reporting procedures. The Audit and Finance Committee is regularly kept informed
as to the currency and interest-rate exposure. However, there is no guarantee that the risk
management system covers all risks completely or in a sufficient way and that adverse
currency movements can be excluded.
The financial crisis has an important impact on the credit market. The restrictive credit policy
makes it more difficult, but not impossible, to organise financing. However the Issuer strives to
continue its historically strong balance structure, its relatively low gearing and strong cash flow.
Traditionally the Issuer has a capital ratio (equity to total assets) of more than 40% and a
gearing (net financial debt to equity) of about 50 %. The financing cost however increases by
the higher risk premiums applied by the financial markets. More information on financial risk
management and financial derivatives can be found in Note 7.3. of the Bekaert Annual Report
2009 on pages 183-194 (see section 16 of this Registration Document).
0.7 Internal control

An effective internal control on financial reporting is necessary to reach a reasonable level of
assurance related to the Issuer's financial reports and in order to prevent fraud. Internal control
on financial reporting cannot prevent or trace all errors due to limits peculiar for control, such as
possible human errors, misleading or circumventing controls, or fraud. That's why an effective
internal control only generates a reasonable assurance for the preparation and the fair
presentation of the annual report.

0.8 Risks related to suppliers

Political and economical instability in supplier based countries, the financial instability of
suppliers, suppliers not complying with the Issuer's standards, labour issues at the supplier,
availability of raw material with the Issuer or with its suppliers, quality problems, currency
movements, available transport and related costs, inflation, and other factors related to the
suppliers and countries where they are based, are outside the Issuer's control. Moreover,
import duties and other taxes on imported goods, trading sanctions imposed against certain
countries, import restrictions out of other countries of certain products or goods containing
certain raw materials and other factors related to foreign trade are outside the Issuer's control.
All those factors that have an influence on the Issuer's suppliers and access to products can
negatively influence the financial results of the Issuer.

0.9 Risks related to IT-failures

Many operational activities of the Issuer depend on IT-systems, developed and maintained by
internal and external experts. A failure in one of these IT-systems could interrupt the Issuer's
activities, which could result in a negative influence on its sales and profitability.
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0.10 Natural disasters and geopolitical events

One or more natural disasters, such as hurricanes, earthquakes, tsunami or pandemics, and
geopolitical events, such as civil commotion in a country where the Issuer is active or its
suppliers are based and attacks disturbing transport systems, could negatively impact the
Issuer's activities and financial results.

0.11 Compliance with laws and regulations

Many aspects of the Issuer's activities are subject to federal, regional, national and local laws
and rules in Belgium, the United States and other countries. Compliance with those laws and
regulations could lead to additional costs or capital expenditures, which could negatively impact
the possibilities of the Issuer to develop activities.

0.12 Compliance with environmental laws and regulations

The Issuer has a possible risk for environmental liability due to the number of properties owned
or rented by itself or its subsidiaries in or outside Belgium. The Issuer is subject to laws,
regulations and decrees applicable on the activities and transactions that could imply negative
environmental effects. Those laws, regulations and decrees could force the Issuer to pay for
cleaning up and damages for sites where dangerous waste was dumped. Under the
environmental laws, the Issuer can be liable for repairing the environmental damage and be
subject to related costs in its production sites, warehouses and offices as well as the soil on
which they are located, irrespective of the fact that the Issuer owns, rents or sublets those
production sites, warehouses and offices and irrespective of whether the environmental
damage was caused by the Issuer or by a previous owner or tenant. Costs for research, repair
or removal of environmental damage can be substantial. It's uncertain that environmental
damage caused by previous, existing or future warehousing will not harm the Issuer through,
for instance, a business interruption, repair costs or reputation damage.
0.13 No audited financial information for the period after 31 December 2009
The Registration Document does not contain audited financial information for the period after
31 December 2009. The interim financial information in sections 4.2 and 16 has not been
audited or reviewed by external auditors. Investors are informed that the audited financial
statements for the financial year ending on 31 December 2010 may reveal differences
compared to the unaudited financial information incorporated by reference in this Registration
Document.




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1 General

1.1 Approval of the Luxembourg Commission de Surveillance du Secteur Financier

This registration document related to the Issuer of 2 December 2010 prepared in English (the
`Registration Document') was approved by the Luxembourg Commission de Surveillance du
Secteur Financier (the `CSSF') on 2 December 2010, with application of article 7 of the
Luxembourg law dated 10 July 2005 relating to prospectuses for securities. This approval does
not involve any assessment of the opportunity or quality of the transaction, or of the situation of
the person realising it (the Issuer).

The Registration Document is a registration document within the meaning of Article 5(3) of
Directive 2003/71/EC of the European Parliament and the 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 (the `Prospectus Directive') and has been prepared in
accordance with Chapter II of the EU Regulation no. 809/2004 from the European Commission
(the "Regulation') and, together with a securities note (the `Securities Note') concerning the
offer of bonds (the `Bonds') and the summary concerning the offer of the Bonds, forms the
prospectus with respect to the transaction referred to in the Securities Note concerning the
Bonds (the `Prospectus').

1.2 Responsible Persons

NV Bekaert SA, a naamloze vennootschap (public limited liability company) under Belgian law,
with its registered office at Bekaertstraat 2, BE-8550 Zwevegem, VAT BE 0405.388.536
RPR Kortrijk (the `Issuer') assumes the responsibility for the information in the Registration
Document.

The Issuer declares that, having taken all reasonable care to ensure that such is the case, to
the best of its knowledge, the information contained in the Registration Document is in
accordance with the facts and that the Registration Document makes no omission likely to
affect its import.

Nobody is authorised to issue information or make statements that are not included in the
Registration Document and such information or statements can never be considered as having
been permitted by the Issuer. The circulation of this Registration Document, at any time, does
not imply that all the information it contains is still accurate after the date of the Registration
Document and under no circumstances implies that the situation of the Issuer has remained
unchanged since this date.

This Registration Document was prepared in English.

The Registration Document is available free of charge to the investors, in English, at the office
of Bekaert located at President Kennedypark 18, BE-8500 Kortrijk. It is also available on the
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website of Bekaert (www.bekaert.com) and on the website of the Luxembourg Stock Exchange
(www.bourse.lu).

1.3 Prior warning

The Registration Document has, as part of a Prospectus, been prepared to provide information
on the Issuer. When potential investors make a decision to invest in bonds of the Issuer, they
should base this decision on their own research of the Issuer and the conditions of the bonds,
including, but not limited to, the associated benefits and risks, as well as the conditions of the
public offer itself. The investors are urged to consult their own advisor, their own bookkeeper or
other advisors concerning the legal, tax, economical, financial and other aspects associated
with the subscription to bonds.

The summaries and descriptions of legal provisions, accounting principles or comparisons of
such principles, legal company forms or contractual relationships reported in the Registration
Document may in no circumstances be interpreted as investment, legal or tax advice for
potential investors.

The investors themselves are exclusively responsible for analysing and assessing the
advantages, disadvantages and risks associated with the subscription to bonds.

Any important new development, material errors or inaccuracies related to the information
contained in the Registration Document, that could affect the assessment of the securities,
between the time of the approval of the Registration Document and the final closure of the
public offer, or, if applicable, the time at which trading on a regulated market commences, will
be published by the Issuer as a supplement to the Registration Document. This supplement will
be published in compliance with at least the same regulations as the Registration Document,
and will be published on the website of the Issuer. The Issuer will ensure that this supplement
is published as soon as possible.

Investors who have already agreed to purchase or subscribe to securities before the publication
of the supplement to the Registration Document, have the right to withdraw their agreement
during two working days after the publication of the supplement.
1.4 Forward-looking statements

This Registration Document contains forward-looking statements, among other things
statements related to the convictions and expectations of the Issuer and statements related to
projections and exertions towards the future. These statements are based on the current plans,
estimations, assumptions and projections of the Issuer, as well as on its expectations towards
various circumstances and events.

Forward-looking statements inherently contain risks and uncertainties and only have value on
the date they have been made. The Issuer by no means commits itself to adjust or update
these statements, except if obliged by law. The Issuer warns potential investors that a number
of important elements may cause that the actual results and consequences materially deviate
from the results and consequences as described in the forward-looking statements. These
elements include, but are not limited to, macro-economical developments, developments in the
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regulations and other elements described in this Registration Document, like amongst others
the description of the "Risk factors".


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Document Outline