Obbligazione Wallonie Région 2.76% ( BE6249030964 ) in EUR

Wallonie Région

100 EUR ▲

Belgio

BE6249030964 ( in EUR )

2.76% per anno ( pagato 1 volta l'anno)

06/07/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Wallonne Région BE6249030964 in EUR 2.76%, scaduta

250 000 EUR

40 000 000 EUR

La Vallonia è una delle tre regioni della comunità francofona del Belgio, caratterizzata da una ricca storia, un'industria diversificata e un paesaggio variegato.

The Obbligazione issued by Wallonie Région ( Belgium ) , in EUR, with the ISIN code BE6249030964, pays a coupon of 2.76% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 06/07/2023

Offering Circular
Région wallonne
2,000,000,000
Euro Medium Term Note Programme
For the issuance of Euro Medium Term Notes
This Offering Circular dated 2 May 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 (the Prospectus Directive) into Luxembourg law. Accordingly, this Offering Circular does not
purport to meet the format and the disclosure requirements of the Prospectus Directive and Commission
Regulation (EC) No.809/2004 implementing the Prospectus Directive, and it has not been, and will not be,
submitted for approval to any competent authority within the meaning of the Prospectus Directive (which for
Luxembourg is the Commission de Surveillance du Secteur Financier). The Notes issued pursuant to this
Offering Circular will therefore not qualify for the benefit of the single European passport to the Prospectus
Directive.
Application may be made to the Luxembourg Stock Exchange during a period of up to twelve (12) months
from the date of this Offering Circular for Notes (as defined below) issued under the Euro Medium Term
Note Programme described in this Offering Circular (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 (each such market being a Regulated Market). The
Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer
may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Final Terms
(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 created, cleared and settled in the clearing system operated by the National Bank of
Belgium or any successor thereto (the Securities Settlement System) pursuant to the law of 6 August 1993
on transactions in certain securities (Loi du 6 août 1993 relative aux opérations sur certaines valeurs
mobilières) (the Law of 6 August 1993). Euroclear Bank NV/SA as operator of the Euroclear System
(Euroclear) and Clearstream Banking, société anonyme, Luxembourg (Clearstream Luxembourg)
maintain accounts in the Securities Settlement System. The clearing of the Notes through the Securities
Settlement System is subject to prior approval of the National Bank of Belgium. Under the Programme,
Notes will not be issued for so long as they may not be cleared through the Securities Settlement System.
Under the Programme Région wallonne (the Issuer) may from time to time issue Notes (hereinafter each a
Note and together the Notes) denominated in any currency, to the discretion of the Issuer as may be agreed
by the Issuer and the relevant Dealer (as defined below), provided that Notes in such currency may be
cleared and settled in the Securities Settlement System, and subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements. The Securities Settlement System exclusively clears
securities denominated in currencies for which the European Central Bank daily publishes Euro foreign
exchange reference rates. The aggregate nominal amount of Notes outstanding will not at any time exceed
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2,000,000,000 (or the equivalent in other currencies). The Notes will have maturities as described in this
Offering Circular and the relevant Final Terms (as defined below). The Notes, which may be issued at their
principal amount or at a premium over or discount to their principal amount, may bear interest on a fixed or
floating rate or index or formula linked basis or be issued on a fully discounted basis and not bear interest,
and the amount payable upon redemption of the Notes may be fixed or variable or index or formula linked.
Notes may be issued on a fully or partly paid basis. Notes may provide that they will be redeemed in
instalments.
The Notes will be issued to one or more of the Dealers specified in "Overview of the Programme"
(hereinafter each a Dealer and together the Dealers, which expression shall include any additional Dealer
appointed under the Programme from time to time) on a continuing basis.
CO-ARRANGERS
BNP PARIBAS FORTIS
ING COMMERCIAL BANKING
DEALERS
BARCLAYS
Deutsche Bank
BELFIUS
HSBC France
BNP PARIBAS FORTIS
ING COMMERCIAL BANKING
CBC Banque SA
KBC Bank NV
The date of this Offering Circular is 2 May 2012
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TABLE OF CONTENTS
IMPORTANT NOTICE.............................................................................................................................4
RISK FACTORS ........................................................................................................................................6
DOCUMENTS INCORPORATED BY REFERENCE.............................................................................7
SUPPLEMENTAL OFFERING CIRCULAR...........................................................................................8
DESCRIPTION OF THE PROGRAMME................................................................................................9
SUMMARY OF THE PROGRAMME.................................................................................................... 11
FORM OF THE NOTES.......................................................................................................................... 16
TERMS AND CONDITIONS OF THE NOTES ..................................................................................... 17
DESCRIPTION OF THE ISSUER .......................................................................................................... 34
CERTIFICATION OF INFORMATION................................................................................................ 35
FORM OF FINAL TERMS ..................................................................................................................... 36
TAXATION IN BELGIUM ..................................................................................................................... 45
SUBSCRIPTION AND SALE.................................................................................................................. 51
GENERAL INFORMATION .................................................................................................................. 53
CLEARING AND SETTLEMENT OF THE NOTES ............................................................................ 55
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IMPORTANT NOTICE
The Issuer has prepared this Offering Circular for the purpose of giving information with regard to the
Programme and the Notes to be issued under the Programme.
The Programme is governed by and construed in accordance with the laws of Belgium. More specifically,
the Notes will be issued either in dematerialised form governed by the law of 2 January 1991 on the public
debt securities market and instruments of monetary policy (Loi relative au marché des titres de la dette
publique et aux instruments de la politique monétaire) (the Law of 2 January 1991) as made applicable to
debt securities issued by Région wallonne or, under the form of dematerialised treasury notes (billets de
trésorerie) governed by the law of 22 July 1991 on treasury notes and certificates of deposit (Loi relative aux
billets de trésorerie et aux certificats de dépôt) (the Law of 22 July 1991) and the Royal Decree of 14
October 1991 on the same subject, all as amended from time to time. The Notes cannot be physically
delivered.
The Issuer confirms that the statements contained in this Offering Circular are in every material respect true
and accurate and not misleading, that this Offering Circular does not contain any untrue statement of any
material fact and is not misleading in any material respect, that this Offering Circular does not omit to state
any material fact necessary to make the statements herein or to enable the potential investors to make an
informed assessment of the Issuer and the Notes, in the context in which they are made, not misleading and
that all reasonable inquiries have been made with all due diligence to ascertain the facts and to verify the
accuracy of all such statements. The Issuer accepts responsibility for the information contained in this
Offering Circular accordingly.
This Offering Circular includes the "prospectus" referred to in article 5 of the Law of 22 July 1991.
The Co-Arrangers and the Dealers have not independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Co-Arrangers and the Dealers as to the accuracy or completeness of the
information contained or incorporated in this Offering Circular or any other information provided by the
Issuer in connection with the Programme. Neither the Co-Arrangers nor any Dealer accepts any liability in
relation to the information contained in this Offering Circular or any other information provided by the
Issuer in connection with the Programme.
No dealer, salesman or other person has been authorised to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other document entered
into in relation to the Programme or any information supplied by the Issuer and, if given or made, such
information or representation should not be relied upon as having been authorised by the Issuer.
The Notes will be issued on the terms of this Offering Circular and the relevant Final Terms.
The delivery of this Offering Circular at any time does not imply the information herein is correct as of any
time subsequent to the date of this Offering Circular. The Dealers expressly do not undertake to review the
financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the
Notes of any information coming to their attention. This Offering Circular does not constitute and may not
be used for the purposes of an offer of or an invitation by or on behalf of the Issuer or the Dealers to
subscribe for or purchase any of the Notes.
Neither this Offering Circular nor any further information supplied in connection with the Notes are intended
to provide the basis of any credit or other evaluation and should not be considered as recommendations by
the Issuer and/or any of the Dealers that any recipient of this Offering Circular or of any further information
supplied in connection with the Notes should purchase any of the Notes. Each investor contemplating
purchasing Notes should make its own independent investigation of the condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. The Issuer and the Dealers do not represent that this Offering Circular may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
4

responsibility for facilitating any such distribution or offering. Persons into whose possession this Offering
Circular comes are required by the Issuer to inform themselves about and to observe any such restrictions.
For a further description of certain restrictions on offering and sale of the Notes and on distribution of this
Offering Circular, see below under section "Subscription and Sale".
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the Securities Act) and will only be sold outside the United States in offshore transactions in
reliance on Regulation S under the Securities Act and, absent registration under the Securities Act, may only
be offered or sold in the United States to an available exemption from such registration requirements.
In this Offering Circular all references to decrees, royal decrees, decisions of the Walloon government,
income tax codes and laws are to such decrees, royal decrees, decisions of the Walloon government, income
tax codes and laws, as amended from time to time.
In connection with this Programme, one or more Dealers could be appointed as stabilisation manager(s)
(hereinafter the Stabilisation Managers) in the relevant Final Terms. Stabilisation Managers or any person
acting for them 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
Stabilisation Managers (or any person acting for them) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Notes is made 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 Notes and 60 days after the date of the allotment of the Notes. Any stabilisation
action or over allotment shall be conducted in accordance with all applicable laws and rules.
5

RISK FACTORS
Investing in the Notes may entail several risks. Each potential investor in the Notes must determine the
suitability of that investment in light of its own circumstances. In case of doubt, potential investors should
consult their financial and legal advisors about the risks of investing in the Notes and the suitability of this
investment in light of their particular situation. In particular and without limitation, each potential investor
should:
(A) have sufficient knowledge and experience to understand the specific merits and risks of a sovereign
issuer and Région wallonne in particular as regards, inter alia, the impact of the general economic
climate on the Belgian banks and on the future financing needs for the sovereigns, the current challenges
of the sovereign issuers of the Euro zone, the possible difficulty to obtain or enforce judgements against
sovereign regions and the precise scope of the Butterfly Agreement (the 6th State Reform in Belgium)
and its impact on the competence transfers and on the new finance act;
(B) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Offering Circular or any applicable supplement;
(C) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(D) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(E) understand thoroughly that the value of the Notes may be affected by the creditworthiness of the Issuer
and a number of additional factors, such as market interest and yield rates and the time remaining to the
maturity date and more generally all economic, financial and political events, including factors affecting
capital markets generally and the stock exchange(s) on which the Notes are traded;
(F) understand thoroughly that in the event of a default by Région wallonne, they might not receive the
amounts to which they would have been entitled to and could lose all or part of the capital invested;
(G) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices,
credit risks and financial markets; and
(H) be able to fully evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The risks described above are not the only ones that Région wallonne faces or that relate to an investment in
the Notes. Additional risks (i) that are not currently known to Région wallonne or, (ii) that are currently
known to Région wallonne but that it believes are immaterial, may also adversely affect it. Many of these
risks are interrelated and occur under similar economic conditions, and the occurrence of certain of them
may in turn cause the emergence, or exacerbate the effect, of others. Such a combination could materially
increase the severity of the impact on Région wallonne. As a result, should certain of these risks emerge,
Région wallonne may need to raise additional funds through borrowing in the internal or external capital
markets, and there is no assurance that Région wallonne will be able to borrow needed funds on terms that it
considers acceptable or at all.
6

DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed together with any amendments or supplements to this
Offering Circular, the relevant Final Terms, the description of the Issuer that is included in a separate
document dated 2 May 2012 (the Description of the Issuer) that is available on the website of the Issuer at
www.wallonie.be and on the website of the Luxembourg Stock Exchange at www.bourse.lu and, the budget
of the Issuer as annually determined in the Decree of Région wallonne on the Région wallonne budget for
the respective budget year (Décret contenant le budget des recettes de la Région wallonne pour l'année
budgétaire respective) (the Budget) which documents shall be deemed to be incorporated in, and to form
part of, this Offering Circular and 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. All documents incorporated by reference in this Offering Circular are available on the website of
the Issuer at www.wallonie.be and on the website of the Luxembourg Stock Exchange at www.bourse.lu or,
may be obtained, free of charge, at the office of the Paying Agent set out at the end of this Offering Circular
during normal business hours so long as any of the Notes are outstanding.
7

SUPPLEMENTAL OFFERING CIRCULAR
The Issuer has given an undertaking 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 such number of copies of such amendment or supplement
hereto as such Dealer may reasonably request.
Furthermore, following the publication of this Offering Circular a supplement may be prepared by the Issuer
and approved by the Luxembourg Stock Exchange in accordance with Part III, Chapter 2, Article 55 of the
Luxembourg Act. Statements contained in any such supplement (or contained in any document incorporated
by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be
deemed to modify or supersede statements contained in this Offering Circular or in a document which is
incorporated by reference in the Offering Circular.
All documents prepared in connection with the listing of the Programme will be available at the specified
office of the Domiciliary Agent.
8

DESCRIPTION OF THE PROGRAMME
General
The Issuer may from time to time (and within the framework of this Offering Circular) issue Notes which are
Fixed Rate Notes, Floating Rate Notes, Index-Linked Notes, Zero Coupon Notes, Range Accrual Notes and
any other form of Notes to be issued at the discretion of the Issuer, denominated in any currency as
determined in accordance with this Offering Circular (and the relevant Final Terms). The Notes will have
maturities between one month and fifty years as specified in the relevant Final Terms.
The applicable terms of the Notes will be agreed between the Issuer and the relevant Dealer prior to the issue
of the Notes and will be specified in the relevant Final Terms. All amendments and supplements to this
Offering Circular prepared by the Issuer from time to time shall be deemed to be incorporated in, and to form
part of, this Offering Circular, provided however, that any statement contained in this Offering Circular or in
any of the documents incorporated by reference in, or forming part of, this Offering Circular (such as but not
limited to the Final Terms) shall be deemed to be modified or superseded for the purpose of this Offering
Circular to the extent that a statement contained in any document subsequently incorporated by reference
modifies or supersedes such statement.
The Issuer will, at the specified office of the Paying Agent (as defined below), provide, free of charge, upon
oral or written request, a copy of this Offering Circular and of the relevant Final Terms. Written or oral
requests for such documents should be directed to the specified office of the Paying Agent.
Listing
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 (as defined below) 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 (each such market being a Regulated
Market). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on
such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant
Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The
relevant Final Terms (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).
Dealers
The Issuer may appoint one or more persons as Dealer(s) for the purpose of purchasing a specific tranche of
Notes as principal (on either a syndicated or non-syndicated basis) for resale to others. Such appointment
shall be limited to the tranche in respect of which such person(s) is (are) appointed Dealer(s) and shall not
extend to other tranches.
Dematerialised Notes
The Notes will be issued either in dematerialised form governed by the law of 2 January 1991 on the public
debt securities market and instruments of monetary policy (Loi relative au marché des titres de la dette
publique et aux instruments de la politique monétaire) (the Law of 2 January 1991) as made applicable to
debt securities issued by Région wallonne or, under the form of dematerialised treasury notes (billets de
trésorerie) governed by the law of 22 July 1991 on treasury notes and certificates of deposit (Loi relative aux
billets de trésorerie et aux certificats de dépôt) (the Law of 22 July 1991) and the Royal Decree of 14
October 1991 on the same subject, all as amended from time to time. The Notes cannot be physically
delivered. No certificates representing the Notes will be issued. The Notes will be accepted for clearance
through the Securities Settlement System (as hereafter defined) and will accordingly be subject to the
Settlement System Regulations (as hereafter defined). The Notes will be represented by book entries in the
records of the Securities Settlement System or of an approved account holder within the meaning of Article 3
of the Law of 2 January 1991. The Noteholders will not be entitled to exchange the Notes into definitive
notes in bearer or registered form.
9

Clearing and Settlement
The Notes will be created, cleared and settled in the clearing system operated by the National Bank of
Belgium or any successor thereto (the Securities Settlement System). The Notes will be cleared through the
X/N accounts system organised within the Securities Settlement System in accordance with the law of 6
August 1993 on transactions in certain securities (Loi du 6 août 1993 relative aux opérations sur certaines
valeurs mobilières) (the Law of 6 August 1993), the Royal Decree of 26 May 1994 on the deduction of
withholding tax (Arrêté royal du 26 mai 1994 relatif à la perception et à la bonification du précompte
mobilier conformément au chapitre Ier de la loi du 6 août 1993 relative aux opérations sur certaines valeurs
mobilières) (the Royal Decree of 26 may 1994) and the Royal Decree of 14 June 1994 holding recognition
of a clearing system with regard to the entry into effect of Chapter I of the law of 6 August 1993 on certain
transactions in securities (Arrêté royal du 14 juin 1994 portant agrément d'un système de liquidation pour la
mise en oeuvre du chapitre Ier de la loi du 6 août 1993 relative aux opérations sur certaines valeurs
mobilières) (the Royal Decree of 14 June 1994), each as amended and the rules of the Securities Settlement
System and its annexes, as issued or modified by the National Bank of Belgium from time to time (the laws,
decrees and rules mentioned herein being referred to as the Settlement System Regulations). Access to the
Securities Settlement System is available through participants whose membership extends to securities such
as the Notes (the Participants). Participants include certain banks, stockbrokers and Euroclear Bank NV/SA
(Euroclear) and Clearstream Banking, société anonyme, Luxembourg (Clearstream, Luxembourg). The
clearing of the Notes through the Securities Settlement System must receive the prior approval of the
National Bank of Belgium. Settlement will take place on a "delivery versus payment" basis in accordance
with the Settlement System Regulations.
Under the Programme, Notes will not be issued for so long as they may not be cleared through the Securities
Settlement System.
10