Obbligazione Communauté Francophone Belge 2.876% ( BE6246391765 ) in EUR

Communauté Francophone Belge

100 EUR ⇌

Belgio

BE6246391765 ( in EUR )

2.876% per anno ( pagato 1 volta l'anno)

27/09/2034

Prospetto opuscolo dell'obbligazione Communauté française de Belgique [appelée Fédération Wallonie-Bruxelles] BE6246391765 en EUR 2.876%, scadenza 27/09/2034

100 000 EUR

100 000 000 EUR

28/09/2026 ( In 231 giorni )

La Fédération Wallonie-Bruxelles è l'ente pubblico belga responsabile dell'istruzione e della cultura nella comunità francofona della Vallonia e di Bruxelles.

The Obbligazione issued by Communauté Francophone Belge ( Belgium ) , in EUR, with the ISIN code BE6246391765, pays a coupon of 2.876% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 27/09/2034

OFFERING CIRCULAR
Communauté française de Belgique
4,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme described in this Offering Circular (the "Programme"), Communauté française de Belgique
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term
Notes (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed 4,000,000,000 (or the equivalent in
other currencies).
Application may be made to the Luxembourg Stock Exchange during a period of twelve (12) months from the date of this Offering Circular
for Notes issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the
regulated market of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for
the purposes of the Directive 2004/39/EC of 21 April 2004 on markets in financial instruments. However, unlisted Notes may be issued
pursuant to the Programme. The relevant Pricing Supplement (a form of which is contained herein) in respect of the issue of any Notes will
specify whether or not such Notes will be listed on the Luxembourg Stock Exchange (or any other stock exchange).
The Notes will be in dematerialised form and will not be exchangeable for bearer notes (whether in global or definitive form) or registered
notes. They will be cleared through the clearing system operated by the National Bank of Belgium (the "NBB") or any successor thereto (the
"NBB Clearing System") pursuant to the Belgian law of 6 August 1993 on transactions on certain transferable securities (loi relative aux
opérations sur certaines valeurs mobilières). Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") maintain accounts in the NBB Clearing System. The clearing of Notes through
the NBB Clearing System must receive the prior approval of the NBB.
Moody's Investors Service Ltd has assigned on 4 July 2012 a rating of Aa3 to the long-term debt and a rating of Prime-1 for the short term
debt of the Issuer (with negative outlook). The Programme has been rated by Moody's Investors Service Ltd on 22 June 2012 with a rating
of (P)Aa3 for the senior unsecured debt and a rating of (P)P-1 for the short-term debt. The credit ratings included or referred to in this
Offering Circular will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies, as amended by Regulation
(EU) No 513/2011 (the "CRA Regulation") as having been issued by Moody's Investors Service Ltd. Moody's Investors Service Ltd is
established in the European Union and is included in the updated list of credit rating agencies registered in accordance with the CRA
Regulation published on the European Securities and Markets Authority's website (http://www.esma.europa.eu). Tranches of Notes (as
defined in "Summary of the Programme Method of Issue") to be issued under the Programme will be rated or unrated. Where a Tranche of
Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Programme. Whether or not a rating in relation
to any Tranche of Notes will be treated as having been assigned by a credit rating agency established in the European Union and registered
under the CRA Regulation will be disclosed in the relevant Pricing Supplement. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning credit rating agency.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein,
in which event a supplementary offering circular, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Notes.
This Offering Circular dated 6 July 2012 constitutes a simplified base prospectus for the purposes of Chapter 2 of Part III of the Luxembourg
Act dated 10 July 2005 on prospectuses for securities (the "Luxembourg Act"). It does not constitute a prospectus pursuant to Part II of the
Luxembourg Act implementing Directive 2003/71/EC into Luxembourg law. Accordingly, this Offering Circular does not purport to meet
the format and the disclosure requirements of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the
"Prospectus Directive") and Commission Regulation (EC) No. 809/2004 implementing Directive 2003/71/EC, and it has not been, and will
not be, submitted for approval to any competent authority within the meaning of the Prospectus Directive. The Notes issued pursuant to this
Offering Circular will therefore not qualify for the benefit of the single European passport procedure pursuant to the Prospectus Directive.
The relevant Pricing supplement constitutes the Final Terms for the purposes of the listing of the Notes on the Luxembourg Stock Exchange.
Co-Arrangers for the Programme
Deutsche Bank AG, London Branch
Belfius Bank SA/NV
Dealers
Deutsche Bank
BNP Paribas Fortis
pbb Deutsche Pfandbriefbank
Crédit Agricole CIB
CBC Banque
HSBC France
KBC Bank NV
Belfius Bank SA/NV
The date of this Offering Circular is 6 July 2012
This Offering Circular replaces and supersedes the Offering Circular dated 8 July 2011
1

The Issuer having made all reasonable enquiries confirms that this Offering Circular contains all
information with respect to the Issuer and the Notes that is material in the context of the issue and
offering of the Notes, the statements contained in it relating to the Issuer and the Notes are in every
material particular true and accurate and not misleading, the opinions and intentions expressed in this
Offering Circular with regard to the Issuer are honestly held, have been reached after considering all
relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to
the Issuer or the Notes the omission of which would, in the context of the issue and offering of the Notes,
make any statement in this Offering Circular misleading in any material respect and all reasonable
enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such
information and statements. The Issuer accepts responsibility accordingly.
Without prejudice to the preceding paragraph, the Issuer accepts responsibility towards interested
parties for the losses which may occur as an immediate and direct result of the absence or inaccuracy of
any disclosure required to be made in this Offering Circular pursuant to Article 5 of the Belgian law of
22 July 1991 on treasury notes and certificates of deposit (loi relative aux billets de trésorerie et aux
certificats de dépôt, hereinafter the "Law of 22 July 1991"). This Offering Circular includes the
"prospectus" referred to in Article 5 of the Law of 22 July 1991.
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Dealers or the Co-Arrangers (as defined in "Summary of the Programme"). Neither
the delivery of this Offering Circular nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the
date hereof or the date upon which this Offering Circular has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer since the
date hereof or the date upon which this Offering Circular has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Offering Circular comes are required by
the Issuer, the Dealers and the Co-Arrangers to inform themselves about and to observe any such
restriction. The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States. Subject to certain exceptions, Notes may not be offered or sold within
the United States.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or
the Dealers to subscribe for, or purchase, any Notes.
The Co-Arrangers and the Dealers have not separately verified the information contained in this
Offering Circular. None of the Dealers or the Co-Arrangers makes any representation, express or
implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information in this Offering Circular. Neither this Offering Circular nor any other financial statements
are intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer, the Co-Arrangers or the Dealers that any recipient of this
Offering Circular or any other financial statements should purchase the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in this
Offering Circular and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Dealers or the Co-Arrangers undertakes to review the financial condition or
affairs of the Issuer during the life of the arrangements contemplated by this Offering Circular nor to
2

advise any investor or potential investor in the Notes of any information coming to the attention of any
of the Dealers or the Co-Arrangers.
In connection with any Tranche (as defined in "Summary of the Programme"), one of the Dealers will
act as a stabilising manager (the "Stabilising Manager"). The identity of the Stabilising Manager will be
disclosed in the relevant Pricing Supplement. References in the next paragraph to "the issue of any
Tranche" are to each Tranche in relation to which a Stabilisation Manager is appointed.
In connection with the issue of any Tranche, the Stabilising Manager or any person acting on behalf of
the Stabilising Manager may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager (or person(s) acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date of the relevant
Pricing Supplement and, if begun, may be ended at any time, but it must end no later than the earlier of
30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the
relevant Tranche. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or person(s) acting on behalf of any Stabilising Manager) in accordance with all applicable
laws and rules.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to
"euro", "EUR" and "" are to the lawful currency of the member states of the European Union that
adopted the single currency introduced by the Treaty on European Union (as amended), references to
"U.S. dollars", "USD", "U.S.$", "$" are to the lawful currency of the United States of America and to
"pound sterling", "GBP", "Sterling" and "£" are to the lawful currency of the United Kingdom.
3

AMENDMENTS OR SUPPLEMENTS
This Offering Circular should be read and construed in conjunction with any amendments or supplements to
this Offering Circular and each relevant Pricing Supplement which shall be deemed to modify or supersede the
contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent
with such contents.
SUPPLEMENTAL OFFERING CIRCULAR
The Issuer has given an undertaking to the Luxembourg Stock Exchange and to the Dealers that if, at any time
during the duration of the Programme, there is a significant change affecting any matter contained in this
Offering Circular (including the "Terms and Conditions of the Notes") whose inclusion would reasonably be
required by investors and their professional advisers, and would reasonably be expected by them to be found
in this Offering Circular, for the purpose of making an informed assessment of the assets and liabilities,
financial position and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shall prepare an
amendment or supplement to this Offering Circular or publish a replacement Offering Circular for use in
connection with any subsequent offering of Notes and shall supply to each Dealer and to the Luxembourg
Stock Exchange such number of copies of such amendment or supplement hereto or of the replacement
Offering Circular as such Dealer and the Luxembourg Stock Exchange may reasonably request. All documents
prepared in connection with the listing of the Programme will be available at the specified office of the Paying
Agent in Luxembourg.
4

TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME................................................................................................................6
TERMS AND CONDITIONS OF THE NOTES...............................................................................................13
USE OF PROCEEDS ........................................................................................................................................31
DESCRIPTION OF THE ISSUER....................................................................................................................32
DEBT OF THE ISSUER....................................................................................................................................37
BELGIAN TAXATION .....................................................................................................................................42
SUBSCRIPTION AND SALE...........................................................................................................................46
FORM OF PRICING SUPPLEMENT ..............................................................................................................48
GENERAL INFORMATION.............................................................................................................................56
5

SUMMARY OF THE PROGRAMME
The following summary is qualified in its entirety by the remainder of this Offering Circular. The Notes will be
issued on such terms as shall be agreed between the Issuer and the relevant Dealer(s) and, unless specified to
the contrary in the relevant Pricing Supplement, will be subject to the Terms and Conditions set out on pages
13 to 30.
Issuer:
Communauté française de Belgique
Description:
Euro Medium Term Note Programme
Programme Limit:
Up to 4,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate nominal amount of Notes
outstanding at any one time.
Co-Arrangers:
Deutsche Bank AG, London Branch.
Belfius Bank SA/NV.
Dealers:
Deutsche Bank AG, London Branch, pbb Deutsche
Pfandbriefbank, CBC Banque SA, KBC Bank NV, Fortis Bank
NV/SA (acting under the commercial name of BNP Paribas
Fortis), Crédit Agricole Corporate and Investment Bank, HSBC
France, Belfius Bank SA/NV.
The Issuer may from time to time terminate the appointment of
any Dealer under the Programme or appoint additional Dealers
either in respect of one or more Tranches or in respect of the
whole Programme. References in this Offering Circular to
"Permanent Dealers" are to the persons listed above as
Dealers and to such additional persons that are appointed as
Dealers in respect of the whole Programme (and whose
appointment has not been terminated) and to "Dealers" are to
all Permanent Dealers and all persons appointed as a dealer in
respect of one or more Tranches.
At the date of this Offering Circular, may only be Dealers: (i)
Belgian credit institutions or Belgian investment firms duly
licensed by the National Bank of Belgium (the "NBB") to
underwrite bond issues in Belgium, (ii) credit institutions or
investment firms incorporated in another Member State of the
European Union which are duly licensed by the relevant
authority of their Member State to underwrite bond issues and
are authorised to conduct such services in Belgium either
through a branch or an establishment or on a cross border basis
(after the relevant authority of their Member State has notified
the NBB of their intention), or (iii) certain credit institutions or
investment firms that are not incorporated in a Member State of
the European Union, provided certain conditions are met
(including a notification in advance to the NBB).
Paying Agent:
Belfius Bank SA/NV.
Domiciliary Agent:
Belfius Bank SA/NV.
Listing Agent:
Banque Internationale à Luxembourg.
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated
6

basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise identical
(or identical other than in respect of the first payment of
interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche (which
will be supplemented, where necessary, with supplemental
terms and conditions and, save in respect of the issue date, issue
price, first payment of interest and nominal amount of the
Tranche, will be identical to the terms of other Tranches of the
same Series) will be set out in a pricing supplement to this
Offering Circular (a "Pricing Supplement").
Issue Price:
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly Paid Notes may be
issued, the issue price of which will be payable in two or more
instalments.
Form of Notes:
The Notes will be issued in dematerialised form governed by
the Belgian law of 2 January 1991 on the market for public debt
securities, and monetary policy instruments (loi relative au
marché des titres de la dette publique et aux investissements de
la politique monétaire), as made applicable to debt securities of
the Communities and Regions by the Royal Decree of 16
November 1994 (the "Law of 2 January 1991") or under the
form of dematerialised treasury notes (billets de trésorerie)
governed by the Law of 22 July 1991 and the Belgian Royal
Decree of 14 October 1991 on the same subject, all as amended
from time to time. They will be represented by book entries in
the records of the NBB Clearing System or of an approved
account holder, within the meaning of article 3 of the Law of
2 January 1991 (an "Approved Account Holder"). The
Noteholders will not be entitled to exchange the Notes into
definitive notes in bearer or registered form.
Clearing Systems:
NBB Clearing System and, in relation to any Tranche, such
other clearing system as may be agreed between the Issuer, the
Paying Agent and the relevant Dealer.
Euroclear and Clearstream, Luxembourg maintain accounts
with the NBB Clearing System.
Initial Delivery of Notes:
Subject to the rules imposed by the NBB Clearing System
Regulations, the Notes denominated in euro will be created in
the account of the Domiciliary Agent with the NBB Clearing
System. An amount thereof, as previously notified to the
Domiciliary Agent by those Dealers who are participants in the
NBB Clearing System and elect to receive their Notes in such
system (the "NBB Notes") will be transferred on the same day
from the Domiciliary Agent's account with the NBB Clearing
System to the account of the relevant Dealers with the NBB
Clearing System, on a "delivery versus payment" basis (i.e.
against payment by the relevant Dealers of the corresponding
7

subscription funds into the account of the Domiciliary Agent
with the NBB Clearing System). The remaining Notes (the
"International Notes") will be transferred on the same day
from the Domiciliary Agent's account with the NBB Clearing
System to the account held by the Dealers with Euroclear
and/or Clearstream, Luxembourg, on a "delivery versus
payment" basis (i.e. against payment by the Dealers of the
corresponding subscription funds into the account of the
Domiciliary Agent with the NBB Clearing System).
The Notes denominated in a currency other than euro will be
created in the account of the Domiciliary Agent in the NBB
Clearing System. Under current NBB Clearing System
Regulations, they cannot be transferred to Dealers in the NBB
Clearing System. They will be transferred on the same day, free
of payment, to Euroclear's and/or Clearstream, Luxembourg's
account with the NBB Clearing System. On the basis of this
transfer, Euroclear and/or Clearstream, Luxembourg will credit
the Notes to the account held by the Domiciliary Agent with
Euroclear and/or Clearstream, Luxembourg. The Notes will be
transferred from the Domiciliary Agent's account at Euroclear
and/or Clearstream, Luxembourg to the account held by the
Dealers with Euroclear and/or Clearstream, Luxembourg in
accordance with the current Euroclear or Clearstream,
Luxembourg procedures, on a "delivery versus payment" basis
(i.e. against payment by the Dealers in Euroclear and/or
Clearstream, Luxembourg of the corresponding subscription
funds into the account of the Domiciliary Agent with Euroclear
and/or Clearstream, Luxembourg).
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency agreed between
the Issuer and the relevant Dealers.
The NBB Clearing System exclusively clears securities
denominated in any lawful currency for which the European
Central Bank daily publishes Euro foreign exchange reference
rates.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity between one month and 50 years from
the date of the original issue.
Denomination:
Notes will have a denomination of one unit of the currency in
which they are denominated. If issued under the form of
treasury notes (billets de trésorerie), the Notes may only be
traded in any nominal amount equal or in excess of 250,000
(or its equivalent in other currencies). However, Notes issued
under the form of treasury notes (billets de trésorerie) to
investors which qualify as public administrations
(administrations publiques) pursuant to article 6 of the Belgian
Royal Decree of 14 October 1991 on treasury notes and
certificates of deposit (arrêté royal relatif aux billets de
trésorerie et aux certificats de dépôt) may be traded in any
8

nominal amount equal or in excess of 100,000 (or its
equivalent in other currencies). Unless otherwise permitted by
then current laws and regulations, Notes (including Notes
denominated in pound sterling) having a maturity of less than
one year and in respect of which the issue proceeds are to be
accepted by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of section 19 of the
Financial Services and Markets Act 2000 (the "UK FSMA")
will have a minimum denomination of £100,000 (or its
equivalent in other currencies).
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in
each year specified in the relevant Pricing Supplement.
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for
each Series as follows:
(i)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the
2006 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc. or
(ii)
by reference to LIBOR, LIBID, LIMEAN or EURIBOR
(or such other benchmark as may be specified in the
relevant Pricing Supplement) as adjusted for any
applicable margin.
Interest periods will be specified in the relevant Pricing
Supplement.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their nominal amount or
at a discount to it and will not bear interest.
Dual Currency Notes:
Payments (whether in respect of principal or interest and
whether at maturity or otherwise) in respect of Dual Currency
Notes will be made in such currencies, and based on such rates
of exchange as may be specified in the relevant Pricing
Supplement.
Dual Currency Notes will not be issued for so long as they
may not be cleared through the NBB Clearing System.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption
Notes or of interest in respect of Index Linked Interest Notes
will be calculated by reference to such index and/or formula as
may be specified in the relevant Pricing Supplement.
Index Linked Notes will not be issued for so long as they
may not be cleared through the NBB Clearing System.
Interest Periods and Interest Rates:
The length of the interest periods for the Notes and the
applicable interest rate or its method of calculation may differ
from time to time or be constant for any Series. Notes may have
a maximum interest rate, a minimum interest rate, or both. The
use of interest accrual periods permits the Notes to bear interest
at different rates in the same interest period. All such
information will be set out in the relevant Pricing Supplement.
9

Day count fractions in respect of Notes denominated in euro are
computed and interest payment dates in respect of all Notes are
set in accordance with the rules applicable to the NBB Clearing
System.
Redemption Amount:
The relevant Pricing Supplement will specify the basis for
calculating the redemption amounts payable. Unless otherwise
permitted by then current laws and regulations, Notes
(including Notes denominated in pound sterling) which have a
maturity of less than one year and in respect of which the issue
proceeds are to be accepted by the Issuer in the United
Kingdom or whose issue otherwise constitutes a contravention
of section 19 of the UK FSMA must have a minimum
redemption amount of £100,000 (or its equivalent in other
currencies).
Redemption by Instalments:
The Pricing Supplement issued in respect of each issue of
Notes that are redeemable in two or more instalments will set
out the dates on which, and the amounts in which, such Notes
may be redeemed.
Other Notes:
Terms applicable to high interest Notes, low interest Notes,
step-up Notes, step-down Notes, reverse dual currency Notes,
optional dual currency Notes, Partly Paid Notes and any other
type of Note that the Issuer, and any Dealer or Dealers may
agree to issue under the Programme will be set out in the
relevant Pricing Supplement.
Optional Redemption:
The Pricing Supplement issued in respect of each issue of
Notes will state whether such Notes may be redeemed prior to
their stated maturity at the option of the Issuer (either in whole
or in part) and/or the Noteholders, and if so the terms
applicable to such redemption.
Status of Notes:
The Notes will constitute unsubordinated and (subject to the
provisions of Condition 3) unsecured obligations of the Issuer
and will at all times rank pari passu and without any preference
among themselves and equally and rateably with all other
present or future unsecured and unsubordinated obligations of
the Issuer, from time to time outstanding.
Negative Pledge:
See "Terms and Conditions of the Notes - Negative Pledge".
Cross Default:
See "Terms and Conditions of the Notes - Events of Default".
Rating:
Moody's Investors Service Ltd has assigned on 4 July 2012 a
rating of Aa3 to the long-term debt and a rating of Prime-1 for
the short term debt of the Issuer (with negative outlook). The
Programme has been rated by Moody's Investors Service Ltd
on 22 June 2012 with a rating of (P)Aa3 for the senior
unsecured debt and a rating of (P)P-1 for the short-term debt.
The credit rating included or referred to in this Offering
Circular will be treated for the purposes of Regulation (EC) No
1060/2009 on credit rating agencies, as amended by Regulation
(EU) No 513/2011 (the "CRA Regulation") as having been
issued by Moody's Investors Service Ltd. Moody's Investors
10

Document Outline

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