Obbligazione ASR Technologie 4.625% ( XS1700709683 ) in EUR

ASR Technologie

100 EUR ▲

Paesi Bassi

XS1700709683 ( in EUR )

4.625% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione ASR XS1700709683 en EUR 4.625%, scadenza perpetue

200 000 EUR

500 000 000 EUR

19/10/2025 ( In 77 giorni )

L'ASR (Automatic Speech Recognition) è una tecnologia che converte il parlato in testo.

The Obbligazione issued by ASR Technologie ( Netherlands ) , in EUR, with the ISIN code XS1700709683, pays a coupon of 4.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue

Offering Circular dated 17 October 2017

ASR Nederland N.V.
EUR300,000,000 Perpetual Restricted Tier 1 Contingent Convertible Securities

Issue Price of the Securities: 100 per cent.

The EUR300,000,000 Perpetual Restricted Tier 1 Contingent Convertible Securities (the "Securities") will be issued by ASR
Nederland N.V. (the "Issuer") on 19 October 2017 (the "Issue Date"). The Securities constitute unsecured and subordinated
obligations of the Issuer. The terms and conditions of the Securities are set out more fully in "Terms and Conditions of the
Securities" below (the "Conditions").
The Securities will bear interest at a rate per annum, equal to (subject as described in the Conditions) (i) from the Issue Date up to
(but excluding the First Call Date) 4.625 per cent. and (ii) thereafter the sum of the applicable 5 Year Mid-Swap Rate plus the
Margin, converted to a semi-annual rate in accordance with market convention, payable semi-annually in arrear on each Interest
Payment Date, as more fully described in the Conditions.
The Issuer may elect at any time to cancel (in whole or in part) any Interest Payment (as defined herein) otherwise
scheduled to be paid on an Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel
an Interest Payment upon the occurrence of a Mandatory Interest Cancellation Event (as defined herein) with respect to
that Interest Payment. Any interest accrued in respect of an Interest Payment Date which falls on or after the date on which
the Conversion Trigger Event (as defined herein) occurs shall also be cancelled. The cancellation of any Interest Payment
shall not constitute a default for any purpose on the part of the Issuer. Any Interest Payment (or part thereof) which is
cancelled in accordance with the Conditions shall not become due and payable in any circumstances. Subject as provided in
the Conditions, all payments in respect of or arising from the Securities are conditional upon the Issuer being solvent (as
defined in the Conditions) at the time for payment and immediately thereafter.
Payments in respect of the Securities by or on behalf of the Issuer will be made without withholding or deduction for, or on account
of, taxes of the Netherlands, as more fully described in the Conditions.
The Securities are perpetual securities with no fixed redemption date. The Issuer shall only have the right to redeem or
purchase the Securities in accordance with the Conditions. Holders of the Securities (as defined herein) have no right to
require the Issuer to redeem or purchase the Securities at any time.
Subject to compliance with the Redemption and Purchase Conditions (as defined herein), the Securities may be redeemed at the
option of the Issuer on the First Call Date or any Interest Payment Date thereafter at their principal amount plus accrued interest (if
any). Upon the occurrence of certain specified events relating to taxation or following the occurrence of (or if there will occur in
the forthcoming six months) a Regulatory Event or a Ratings Methodology Event (each as defined herein), the Issuer may redeem
the Securities at their principal amount plus accrued interest (if any) or vary or exchange the Securities for Qualifying Tier 1
Securities (as defined herein), in each case subject to compliance with the Redemption and Purchase Conditions, and as more fully
described in the Conditions.
UPON THE OCCURRENCE OF A CONVERSION TRIGGER EVENT (AS DEFINED HEREIN) THE SECURITIES
WILL BE CONVERTED INTO ORDINARY SHARES OF THE ISSUER AT THE PREVAILING CONVERSION PRICE
(AS DEFINED HEREIN).

1

With effect from the Conversion Date (as defined herein), no holder of a Security will have any rights against the Issuer
with respect to the repayment of principal or interest in respect of the Securities. The Securities are not convertible at the
option of the holders of the Securities at any time.
The Securities are in registered form and are issued in denominations of EUR200,000 and integral multiples of EUR1,000 in excess
thereof.
This Offering Circular does not comprise a prospectus for the purposes of Article 5 of Directive 2003/71/EC as amended (which
includes the amendments made by Directive 2010/73/EU) (the "Prospectus Directive"). This document has been approved by the
Irish Stock Exchange as listing particulars. Application has been made to the Irish Stock Exchange for the Securities to be admitted
to the official list (the "Official List") and to trading on the Global Exchange Market of the Irish Stock Exchange ("GEM").
References in this Offering Circular to the Securities being "listed" (and all related references) shall mean that the Securities have
been admitted to the Official List and have been admitted to trading on GEM. GEM is the exchange regulated market of the Irish
Stock Exchange and is not a regulated market for the purposes of Directive 2004/39/EC.
The Securities are expected to be assigned a rating of BB by Standard & Poor's Credit Market Services Europe Limited ("Standard
& Poor's"). Standard & Poor's is established in the European Union (the "EU") and is registered under Regulation (EC) No.
1060/2009 (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the "CRA
Regulation"). 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 rating agency.
The Securities are not intended to be sold and should not be sold to retail clients in the European Economic Area (the
"EEA"), as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual
Society Shares) Instrument 2015 (as amended or replaced from time to time, the "PI Instrument"), other than in
circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are
referred to the section headed "Restrictions on marketing and sales to retail investors" on pages 4 to 5 of this Offering
Circular for further information.
Prospective investors should read the whole of this document and the documents incorporated herein by reference. In
particular, their attention is drawn to the risk factors described in the section entitled "Risk Factors" set out on pages 20 to
83 of this document, which they should read in full.
Certain information in relation to the Issuer has been incorporated by reference into this document, as set out in "Documents
Incorporated by Reference".
Capitalised terms used but not otherwise defined in this Offering Circular shall, unless the context requires otherwise, have the
meaning given to them in the Conditions.
Structuring Adviser
HSBC
Joint Lead Managers

ABN AMRO
Deutsche Bank
HSBC
UBS Investment Bank

2

IMPORTANT NOTICES
This document constitutes the listing particulars in respect of the admission of the Securities to the
Official List and to trading on GEM and for the purpose of giving information with regard to the Issuer
and the Issuer and its subsidiaries taken as a whole (the "Group") and the Securities which, according to
the particular nature of the Issuer and the Securities, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this document. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case),
the information contained in this document is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This Offering Circular is to be read in conjunction with all the documents which are incorporated herein
by reference (see "Documents Incorporated by Reference").
EACH PURCHASER OF THE SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT
PURCHASES, OFFERS OR SELLS THE SECURITIES OR POSSESSES OR DISTRIBUTES
THIS OFFERING CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR
PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE
SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION
TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR
SALES, AND NEITHER THE ISSUER NOR THE JOINT LEAD MANAGERS SHALL HAVE
ANY RESPONSIBILITY THEREFOR.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Joint Lead Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the
Securities. The distribution of this Offering Circular and the offering of the Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such
restrictions. For a description of certain further restrictions on offers and sales of the Securities and
distribution of this Offering Circular, see "Subscription and Sale".
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 Securities and, if given or
made, such information or representation must not be relied upon as having been authorised by or on
behalf of the Issuer or the Joint Lead Managers. 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 Securities 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 Joint Lead Managers have not separately verified the information contained in this Offering Circular
and make no representation, express or implied, or accept any responsibility, with respect to the accuracy
or completeness of any of the information in this Offering Circular. To the fullest extent permitted by
law, the Joint Lead Managers accept no responsibility whatsoever for the contents of this Offering

3

Circular or for any other statement, made or purported to be made by a Joint Lead Manager or on its
behalf in connection with the Issuer or the issue and offering of the Securities. Each Joint Lead Manager
accordingly disclaims all and any which it might otherwise have in respect of this Offering Circular or
any such statement.
The Securities and any Ordinary Shares which may be delivered upon conversion of the Securities have
not been and will not be registered under the U.S. 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 and
are subject to U.S. tax law requirements. Subject to certain exceptions, Securities and any Ordinary
Shares which may be delivered upon conversion of the Securities may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act).
None of the Issuer or the Joint Lead Managers is providing any advice or recommendation in this
Offering Circular on the merits of the purchase, subscription for, or investment in, the Securities or the
exercise of any rights conferred by the Securities.
This Offering Circular has been prepared on the basis that any purchaser of Securities is a person or
entity having sufficient knowledge and experience of financial matters as to be capable of evaluating the
merits and risks of the purchase. Before making any investment decision with respect to the Securities,
prospective investors should consult their own counsel, accountants or other advisers and carefully
review and consider their investment decision in the light of the foregoing. An investment in the
Securities is only suitable for financially sophisticated investors who are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able to bear any losses which
may result therefrom.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Securities are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities with features similar to the Securities to retail
investors.
In particular, in June 2015, the UK Financial Conduct Authority published the PI Instrument, which took
effect from 1 October 2015. The rules set out in the PI Instrument (as such rules may be amended or
replaced from time to time, the "PI Rules"):
1.
certain contingent write-down or convertible securities (including any beneficial interests
therein), such as the Securities, must not be sold to retail clients in the EEA; and
2.
there must not be any communication or approval of an invitation or inducement to participate
in, acquire or underwrite such securities (or the beneficial interest in such securities) where that
invitation or inducement is addressed to or disseminated in such a way that it is likely to be
received by a retail client in the EEA (in each case, within the meaning of the PI Rules), other
than in accordance with the limited exemptions set out in the PI Rules.
The Joint Lead Managers (and/or their respective affiliates) are required to comply with the PI Rules. By
purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest therein)
from the Issuer and/or any Joint Lead Manager, each prospective investor will be deemed to represent,
warrant, agree with, and undertake to the Issuer and each of the Joint Lead Managers that:

4

1.
it is not a retail client in the EEA (as defined in the PI Rules);
2.
whether or not it is subject to the PI Rules, it will not:
(A)
sell or offer the Securities (or any beneficial interest therein) to retail clients in any
jurisdiction of the EEA; or
(B)
communicate (including the distribution of this Offering Circular) or approve an
invitation or inducement to participate in, acquire or underwrite the Securities (or any
beneficial interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a retail client in any
jurisdiction of the EEA (in each case within the meaning of the PI Rules),
in any such case other than (i) in relation to any sale or offer to sell Securities (or any beneficial
interest therein) to a retail client in or resident in the United Kingdom (the "UK"), in
circumstances that would not (were the Securities within the scope of the PI Rules) give rise to a
contravention of the PI Rules by any person and/or (ii) in relation to any sale or offer to sell
Securities (or any beneficial interest therein) to a retail client in any EEA member state other
than the UK, where (a) it has conducted an assessment and concluded that the relevant retail
client understands the risks of an investment in the Securities (or such beneficial interest
therein) and is able to bear the potential losses involved in an investment in the Securities and
(b) it has at all times acted in relation to such sale or offer in compliance with the Markets in
Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the
extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it
were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the
Securities (and any beneficial interest therein), including (without limitation) any such laws,
regulations and regulatory guidance relating to determining the appropriateness and/or
suitability of an investment in the Securities (or any beneficial interest therein) by investors in
any relevant jurisdiction.
References to "euro", "EUR" and ""refer to the lawful currency introduced at the start of the third stage
of European economic and monetary union pursuant to the Treaty establishing the European Community
as amended by the Treaty on European Union.
In connection with the issue of the Securities, HSBC Bank plc (the "Stabilising Manager") (or any
person acting on behalf of the Stabilising Manager) may over-allot Securities or effect transactions
with a view to supporting the market price of the Securities at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the
Securities is made and, if begun, may cease at any time, but it must end no later than the earlier of
30 days after the issue date of the Securities and 60 days after the date of the allotment of the
Securities. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.

5

TABLE OF CONTENTS

OVERVIEW
7
RISK FACTORS
20
DOCUMENTS INCORPORATED BY REFERENCE
84
TERMS AND CONDITIONS OF THE SECURITIES
85
SUMMARY OF PROVISIONS RELATING TO THE SECURITIES WHILE IN GLOBAL
FORM
144
USE OF PROCEEDS
147
DESCRIPTION OF THE ISSUER
148
TAXATION - NETHERLANDS
176
SUBSCRIPTION AND SALE
180
GENERAL INFORMATION
183

6

OVERVIEW
This overview must be read as an introduction to this Offering Circular and any decision to invest in the
Securities should be based on a consideration of this Offering Circular as a whole, including the
documents incorporated by reference herein. Capitalised terms which are defined in "Terms and
Conditions of the Securities" have the same meaning when used in this overview.

Issuer
ASR Nederland N.V.
Securities
EUR300,000,000 Perpetual Restricted Tier 1 Contingent
Convertible Securities.
Issue Date
19 October 2017.
Issue Price
100 per cent.
Perpetual Securities
The Securities are perpetual Securities with no fixed maturity or
redemption date, and the holders of the Securities (the "holders
of the Securities") have no right to require the Issuer to redeem
or purchase the Securities at any time.
Status and Subordination
The Securities will constitute unsecured and subordinated
obligations of the Issuer and will rank pari passu and without
any preference among themselves.
The rights and claims of the holders of the Securities against the
Issuer are subordinated as described in Condition 4
(Subordination).
At any time prior to the date on which a Conversion Trigger
Event occurs, in the event of the insolvency (bankruptcy
(faillissement)) or moratorium (surseance van betaling or
noodregeling, as applicable)) or dissolution (ontbinding) or
liquidation (vereffening) of the Issuer (other than an Approved
Winding-up) the payment obligations of the Issuer under the
Securities shall rank in right of payment after the claims in
respect of all Senior Obligations of the Issuer (and payment to
holders of the Securities may only be made and any set-off by
holders of the Securities shall be excluded until all obligations of
the Issuer in respect of such Senior Obligations have been
satisfied), but, as the case may be, pari passu with claims in
respect of Parity Obligations and in priority to claims in respect
of any Junior Obligations.
If, at any time on or after the date on which a Conversion
Trigger Event occurs, an Issuer Winding-up occurs but the
relevant Ordinary Shares to be issued and delivered to the
Conversion Shares Depositary on Conversion in accordance

7

with Condition 7 (Conversion) have not been so issued and
delivered, each holder of Securities shall have a claim (in lieu of
any other payment by the Issuer) for the amount, if any, it would
have been entitled to receive if the Conversion relating to such
Conversion Trigger Event had occurred, and the relevant number
of Conversion Shares to which such holder would have been
entitled had been delivered to such holder, immediately prior to
the Issuer Winding-up occurring.
Subject to applicable law, no holder of a Security may exercise,
claim or plead any right of set-off, compensation or retention in
respect of any amount owed to it by the Issuer in respect of, or
arising under or in connection with the Securities and each
holder of a Security shall, by virtue of his holding of any
Security, be deemed to have waived all such rights of set-off,
compensation or retention.
Interest Rate
The Securities will bear interest at a rate per annum, equal to
(subject as described in the Conditions) (i) from (and including)
the Issue Date up to (but excluding the First Call Date) 4.625 per
cent. and (ii) thereafter a fixed rate of interest which will be reset
on the First Call Date and on each Reset Date thereafter as the
sum of the applicable 5 Year Mid-Swap Rate plus the Margin
(being 3.789 per cent. per annum), converted to a semi-annual
rate in accordance with market convention, payable semi-
annually in arrear on each Interest Payment Date.
Cancellation of Interest Payments
If the Issuer does not make an Interest Payment (or part thereof)
on the relevant Interest Payment Date, such non-payment shall
evidence:
(i)
the cancellation of such Interest Payment in accordance
with the provisions described under "Mandatory
Cancellation of Interest Payments" below; or
(ii)
the cancellation of such Interest Payment (or relevant
part thereof) in accordance with Condition 7.7 (Accrued
Interest on Conversion); or
(iii)
the Issuer's exercise of its discretion otherwise to cancel
such Interest Payment (or relevant part thereof) as
described under "Optional Cancellation of Interest
Payments" below.
Mandatory Cancellation of
Subject to certain limited exceptions as more fully described in
Interest Payments
the Conditions, the Issuer shall be required to cancel any Interest
Payment if:
(i)
the Solvency Condition is not met at the time for
payment of such Interest Payment, or would cease to be

8

met immediately following, and as a result of making,
such Interest Payment; or
(ii)
the Issuer has determined that there is non-compliance
with the Solvency Capital Requirement at the time for
payment of such Interest Payment, or non-compliance
with the Solvency Capital Requirement would occur
immediately following, and as a result of making, such
Interest Payment; or
(iii)
the Issuer has determined that there is non-compliance
with the Minimum Capital Requirement at the time for
payment of such Interest Payment, or non-compliance
with the Minimum Capital Requirement would occur
immediately following, and as a result of making, such
Interest Payment; or
(iv)
the amount of such Interest Payment, when aggregated
together with any Additional Amounts payable with
respect thereto, any interest payments or distributions
which have been made or which are scheduled
simultaneously to be paid or made on all Tier 1 Own
Funds (excluding any such payments which do not
reduce the Issuer's Distributable Items and any
payments already accounted for in determining the
Issuer's Distributable Items) since the end of the latest
financial year of the Issuer and prior to, or on, such
Interest Payment Date, would exceed the amount of the
Issuer's Distributable Items as at the Interest Payment
Date in respect of such Interest Payment.

The Issuer shall not be required to cancel an Interest Payment
where a Mandatory Interest Cancellation Event has occurred and
is continuing, or would occur if payment of interest on the
Securities were to be made, where:
(A)
the Mandatory Interest Cancellation Event is of the type
described in paragraph Condition 6.2(b) (Mandatory
Cancellation of Interest Payments) only; and
(B)
the Relevant Supervisory Authority has exceptionally
waived the cancellation of the Interest Payment; and
(C)
the Relevant Supervisory Authority has confirmed to
the Issuer that it is satisfied that payment of the Interest
Payment would not further weaken the solvency
position of the Issuer or the Group; and
(D)
the Minimum Capital Requirement will be complied
with immediately following such Interest Payment, if

9

made.
Issuer's Distributable Items
Without double-counting, an amount equal to:
(a)
the retained earnings and the distributable reserves of
the Issuer, calculated on an unconsolidated basis, as at
the last calendar day of the most recently ended
financial year of the Issuer; plus
(b)
the profit for the period (if any) of the Issuer, calculated
on an unconsolidated basis, for the period from the
Issuer's then latest financial year end to (but excluding)
such Interest Payment Date; less
(c)
the loss for the period (if any) of the Issuer, calculated
on an unconsolidated basis, for the period from the
Issuer's then latest financial year end to (but excluding)
such Interest Payment Date,
each as defined under national law, or in the articles of
association of the Issuer.
Optional Cancellation of Interest
Interest on the Securities is due and payable on each Interest
Payments
Payment Date, subject to the restrictions set out in the
Conditions. In addition, the Issuer may at its sole and absolute
discretion at any time elect to cancel any interest payment (or
part thereof) which would otherwise be payable on any Interest
Payment Date.
Solvency Condition
Other than in an Issuer Winding-up, all payments in respect of or
arising from (including any damages for breach of any
obligations under) the Securities shall be conditional upon the
Issuer being solvent at the time for payment by the Issuer and no
amount shall be due and payable by the Issuer in respect of or
arising from (including any damages for breach of any
obligations under) the Securities except to the extent that the
Issuer could make such payment and still be solvent
immediately thereafter.
The Issuer will be solvent if (i) it is able to pay its debts owed
under its Senior Obligations as they fall due and (ii) its Assets
exceed its Liabilities.
Any payment of interest that would have been due but for the
Solvency Condition being satisfied shall be cancelled.
For this purpose:
"Assets" means the non-consolidated gross assets of the Issuer
as shown by the then latest published audited balance sheet of

10