Obligation Brussels Airport Services SA/NV 3.3% ( BE6256887967 ) en EUR

Société émettrice Brussels Airport Services SA/NV
Prix sur le marché 100 %  ▲ 
Pays  Belgique
Code ISIN  BE6256887967 ( en EUR )
Coupon 3.3% par an ( paiement annuel )
Echéance 09/09/2025 - Obligation échue



Prospectus brochure de l'obligation Brussels Airport Company SA/NV BE6256887967 en EUR 3.3%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Brussels Airport Company SA/NV est une société anonyme gérant et exploitant l'aéroport de Bruxelles-National, incluant ses infrastructures, ses opérations aériennes et ses activités commerciales connexes.

L'Obligation émise par Brussels Airport Services SA/NV ( Belgique ) , en EUR, avec le code ISIN BE6256887967, paye un coupon de 3.3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/09/2025








BRUSSELS AIRPORT HOLDING NV/SA
(TO BE RENAMED BRUSSELS AIRPORT COMPANY NV/SA ON THE INITIAL ISSUE DATE)
(incorporated with limited liability in Belgium with registered number 0890.082.292)
EUR 5,000,000,000 Multicurrency programme for the issuance of Bonds Guaranteed by DNB and TBAC
On the Initial Issue Date, The Brussels Airport Company NV/SA (TBAC) will be merged into Brussels Airport Holding NV/SA (BAH) (the Permitted
Merger) and BAH will (i) automatically acquire all assets, liabilities, rights and obligations of TBAC and (ii) be renamed Brussels Airport Company NV/SA
(BAC). BAH, and consequently BAC following the Permitted Merger, will be the issuer of the Bonds (as defined below) (the Issuer). BAH has established a
multicurrency programme for the issuance by the Issuer of bonds (the Bonds) from time to time on and after the Initial Issue Date, denominated in any
currency agreed between the Issuer and the relevant Dealer (as defined below) (the Programme). The aggregate nominal amount of Bonds outstanding will
not at any time exceed EUR 5,000,000,000 (or the equivalent in other currencies). Distributienet ­ Beheer Brussels Airport NV (DNB) and (prior to the
Permitted Merger (defined above)) TBAC will guarantee the obligations of the Obligors (defined below) under the Finance Documents (including the
obligations of the Issuer under the Bonds) in accordance with the terms of the Security Trust and Intercreditor Deed (defined below).
This offering circular (the Offering Circular) includes information on the terms of the Bonds, including security, covenants and transfer restrictions. This
Offering Circular constitutes a base prospectus for the purpose of the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, as amended
(the Prospectus Act 2005). Application has been made to list the Bonds issued under the Programme on the Luxembourg Stock Exchange and to admit them
to trading on the Euro MTF market on the Luxembourg Stock Exchange (the Euro MTF Market). Application has been made to the Luxembourg Stock
Exchange in its capacity as competent authority (the Competent Authority) under Part IV of the Prospectus Act 2005 for the approval of this Offering
Circular as a base prospectus and application may be made to the Luxembourg Stock Exchange for Bonds issued under the Programme to be listed on the Euro
MTF Market operated by the Luxembourg Stock Exchange (the Euro MTF Market is not a regulated market pursuant to the provisions of Directive
2004/39/EC (the Markets in Financial Instruments Directive) but is subject to the supervision of the financial sector and exchange regulator, the
Commission de Surveillance du Secteur Financier (CSSF)) and listed on the Official List of the Luxembourg Stock Exchange (the Official List), during the
period of twelve months from the date hereof. References in this Offering Circular to Bonds being "listed" (and all related references) shall mean that such
Bonds have been admitted to the Official List and admitted to trading on the Euro MTF Market. The Euro MTF Market is not a regulated market pursuant to
the provisions of Directive 2004/39/EC.
The Bonds may be issued, on a continuing basis, to one or more of the Dealers specified under "Parties and Some Characteristics of the Programme" and any
additional Dealer appointed under the Programme from time to time by the Issuer, which appointment may be for a specific issue or on an ongoing basis.
References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Bonds being (or intended to be) subscribed by more than one
Dealer or in respect of which subscriptions will be procured by more than one Dealer, be to all Dealers agreeing to subscribe for such Bonds or to procure
subscriptions for such Bonds, as the case may be.
Notice of the aggregate nominal amount of Bonds, interest (if any) payable in respect of Bonds, the issue price of Bonds and any other terms and conditions
not contained herein which are applicable to each Series (as defined herein) of Bonds will be set out in a final terms document (the Final Terms) which, with
respect to Bonds to be traded on the Euro MTF Market, will be delivered to the Luxembourg Stock Exchange.
The Programme provides that Bonds may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer.
The Issuer may also issue unlisted Bonds and/or Bonds not admitted to trading on the Market.
Bonds issued under the Programme and the guarantees thereof 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 and may not be offered, sold,
pledged 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
(Regulation S)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable
state securities laws.
Accordingly, the Bonds may be offered or sold in offshore transactions to persons that are not U.S. persons in reliance on Regulation S. For a description of
certain restrictions on resales and transfers, as to which each purchaser of Bonds will be deemed to have acknowledged, represented and agreed, see
"Subscription and Sale" in this Offering Circular.
The Bonds have not been approved or disapproved by the U.S. Securities and Exchange Commission (the SEC), any federal or state securities commission in
the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the
Bonds or the accuracy or adequacy of this Offering Circular.
Any representation to the contrary is a criminal offence in the United States.
The Issuer may agree with any Dealer that Bonds may be issued in a form not contemplated by the Terms and Conditions of the Bonds herein, in which event
a new Offering Circular, in the case of listed Bonds only, if appropriate, will be made available which will describe the effect of the agreement reached in
relation to such Bonds.
The Bonds will be issued in dematerialised form (gedematerialiseerd/dématérialisé) in accordance with Articles 468 et seq. of the Belgian Company Code
(Wetboek van Vennootschappen/Code des Sociétés) (the Belgian Company Code) and cannot be physically delivered. The Bonds will be represented
exclusively by book entry in the records of the clearing system operated by the National Bank of Belgium (NBB) or any successor thereto (the Clearing
System). Access to the Clearing System is available through those of its Clearing System participants whose membership extends to securities such as the
Bonds. Clearing System participants include certain banks, stockbrokers (beursvennootschappen/sociétés de bourse), and Euroclear Bank N/SA (Euroclear)
and Clearstream Banking, société anonyme, Luxembourg (Clearstream, Luxembourg). Accordingly, the Bonds will be eligible to clear through, and
therefore accepted by, Euroclear and Clearstream, Luxembourg and investors can hold their Bonds within securities accounts in Euroclear and Clearstream,
Luxembourg. Bonds shall only be issued under the Programme insofar these can be cleared through the Clearing System and shall only be issued in
accordance with the rules of the Clearing System.
An investment in Bonds issued under the Programme involves certain risks. Please see "Risk Factors" beginning on page 1.
The Bonds to be issued under the Programme are expected on issue to be assigned a "Baa1" rating by Moody's Investors Service Limited (Moody's) and a
"BBB" rating by Fitch Ratings Ltd (Fitch and, at the Initial Issue Date together with Moody's, the Rating Agencies). Each Rating Agency is established in
the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Moody's and Fitch is
included in the list of credit agencies published by the European Securities and Markets Authority (ESMA) on its website (at www.esma.europa.eu/page/list-
registered-and-certified-CRAs) in accordance with the CRA Regulation. Bonds issued under the Programme may be rated or unrated by any one or more of
the Rating Agencies. Where a Series or Tranche of Bonds is rated, such rating will be disclosed in the applicable Final Terms. 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 Bonds will be treated as having been
issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. 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. Please also refer to "Credit ratings may not reflect all risks relating to the Bonds" in the Risk Factors section of this Offering Circular.
Arrangers and Dealers
Crédit Agricole CIB
Lloyds Bank
RBC Capital Markets
The Royal Bank of Scotland
Société Générale Corporate & Investment Banking

The date of this Offering Circular is 24 June 2013
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This Offering Circular is for the purpose of giving information with regard to the Issuer, the Obligors (as
defined below) and their subsidiaries and affiliates taken as a whole (the Group) and the Bonds which,
according to the particular nature of the Issuer, the Guarantor and the Bonds, 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 and the Obligors. This Offering Circular may only be used for the purpose for which
it has been published. Under the Programme the Issuer may, subject to all applicable legal and regulatory
requirements, from time to time on and after the Initial Issue Date issue Bonds, provided that the maximum
aggregate nominal amount of all Bonds from time to time outstanding under the Programme will not exceed
EUR 5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme
Agreement), subject to increase as described therein. Copies of each Final Terms will be available (in the
case of all Bonds) from the specified office set out on the back cover of this Offering Circular of Citicorp
Trustee Company Limited as the Bond Trustee and of each of the Paying Agents, provided that, in the case
of Bonds which are not listed on any stock exchange, copies of the relevant Final Terms will only be
available for inspection by the relevant Bondholders. For so long as the Bonds are listed on the Euro MTF
Market and the rules of the Luxembourg Stock Exchange so require, copies of the Issuer's organisational
documents, the Bond Trust Deed, the Agency Agreement and the Security Documents and the most recent
consolidated financial statements will be available and obtained at the office of the Domiciliary Agent.
Details of the aggregate principal amount, interest (if any) payable, the Issue Price and any other terms and
conditions not contained herein, which are applicable to each Series of Bonds will be set forth in the relevant
Final Terms (see "Final Terms" below). In the case of Bonds to be admitted to the Official List and to
trading on the Market, the Final Terms will be delivered to the Luxembourg Stock Exchange on or before the
relevant date of issue of the Bonds of such Series. The Issuer may also issue unlisted Bonds. The Issuer
may agree with any Dealer and the Bond Trustee that Bonds may be issued in a form not contemplated by
the Conditions herein, in which event (in the case of Bonds admitted to the Official List only) a
supplementary Offering Circular or further Offering Circular, if appropriate, will be made available which
will describe the effect of the agreement reached in relation to such Bonds.
Bonds issued under the Programme will be issued in one or more series (each a Series) on each Issue Date.
Each Bond may be fixed rate, floating rate or index-linked and may be denominated in sterling, euro, yen or
U.S. dollars (or in other currencies subject to compliance with applicable laws).
In the case of any Bonds offered to the public in a member state of the European Economic Area in
circumstances, the minimum denomination shall be 100,000 or not less than the equivalent of 100,000 in
any other Currency as at the date of issue of the Bonds.
IMPORTANT NOTICES
This Offering Circular is being distributed only to, and is directed only at, relevant persons. This Offering
Circular, or any of its contents, must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this Offering Circular relates is available only to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be engaged
in only with, relevant persons.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Bonds shall in any
circumstances imply that the information contained herein concerning the Issuer or the Obligors is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct or that there has been no adverse change in the financial position of the Issuer or the
Obligors as of any time subsequent to the date indicated in the document containing the same. None of the
Dealers, the Bond Trustee, the Security Trustee or the Agents (defined below) undertakes to review the
financial condition or affairs of any of the Issuer or the Obligors during the life of the Programme or to
advise any investor in the Bonds of any information coming to their attention.


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This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer, any Obligor, any Dealer, the Bond Trustee, the Security
Trustee or any Agent that any recipient of this Offering Circular should purchase any of the Bonds.
Each person contemplating making an investment in the Bonds must make its own investigation and analysis
of the creditworthiness of the Issuer and the Obligors and its own determination of the suitability of any such
investment, with particular reference to its own investment objectives and experience and any other factors
which may be relevant to it in connection with such investment. A prospective investor who is in any doubt
whatsoever as to the risks involved in investing in the Bonds should consult independent professional
advisers.
In making an investment decision, investors must rely on their own examination of the Issuer and the
Obligors and the terms of the Bonds being offered, including the merits and risks involved.
The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits
and risks of investing in the Bonds and the information contained in this Offering Circular, any
supplemental Offering Circular or any applicable Final Terms;

have access to, knowledge of and appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact the Bonds will have on its
overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including Bonds 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;

understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and

be able to 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 Bonds are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as
a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. A potential investor should not invest in Bonds which are complex financial instruments
unless it has the experience (either alone or with a financial adviser) to evaluate how the Bonds will perform
under changing conditions, the resulting effects on the value of the Bonds and the impact this investment will
have on the potential investor's overall investment portfolio.
In addition, the investment activities of certain investors are subject to legal investment laws and regulations,
or review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent Bonds are legal investments for it, Bonds can be used as security for
indebtedness and other restrictions apply to its purchase or pledge of any Bonds. Financial institutions
should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of
Bonds under any applicable risk-based capital or similar rules.
The distribution of this Offering Circular and the offering, sale or delivery of the Bonds in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are


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required by the Issuer, the Obligors and the Dealers to inform themselves about and to observe any such
restrictions. This Offering Circular does not constitute, and may not be used for the purposes of, an offer to
or solicitation by any person to subscribe or purchase any Bonds in any jurisdiction or in any circumstances
in which such an offer or solicitation is not authorised or is unlawful.
In connection with the issue of any Series of Bonds, the Dealer or Dealers (if any) named as Stabilising
Manager(s) (or any person acting on their behalf) (Stabilising Manager(s)) may over-allot Bonds or effect
transactions with a view to supporting the market price of the Bonds at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or any person acting on
behalf of a Stabilising Manager) 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 relevant Series of Bonds 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 relevant Series of Bonds and 60 days after the date of the allotment of the relevant Series of
Bonds. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s)
(or any person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
If you are in any doubt about the contents of this Offering Circular you should consult your stockbroker,
bank manager, solicitor, accountant or other financial advisor. It should be remembered that the price of
securities and the income from them can go down as well as up.
All references herein to euro or are to the single currency introduced at the start of the third stage of
European Economic and Monetary Union pursuant to the Treaty on the functioning of the European Union,
as amended from time to time, all references herein to pounds, sterling or £ are to the lawful currency of the
United Kingdom, all references herein to U.S. dollars, U.S.$, $ and dollars are to the lawful currency of the
United States of America and all references herein to yen or YEN are to the lawful currency of Japan.
In this Offering Circular, words denoting the singular number only shall include the plural number also and
vice versa.
RESPONSIBILITY STATEMENTS
This Offering Circular has been prepared on the basis that any offer of Bonds in any Member State of the
European Economic Area which has implemented Directive 2003/71/EC (the Prospectus Directive) (each, a
Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
Bonds. Accordingly any person making or intending to make an offer in that Relevant Member State of
Bonds which are the subject of an offering contemplated in this Offering Circular may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do
they authorise, the making of any offer of Bonds in circumstances in which an obligation arises for the Issuer
or any Dealer to publish or supplement a prospectus for such offer.
Each of the Issuer and the Obligors accepts responsibility for the information contained in this Offering
Circular and the Final Terms for each Series of Bonds issued under the Programme. To the best of the
knowledge of the Issuer and each Obligor (having taken all reasonable care to ensure that such is the case)
the information contained in this Offering Circular is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering Circular
in connection with an offer of Bonds are the persons named in the applicable Final Terms as the relevant
Dealers, as the case may be.


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No person has been authorised to give any information or to make representations other than the information
or the representations contained in this Offering Circular in connection with the Issuer or the Obligors, or the
offering, issue or sale of the Bonds and, if given or made, such information or representations must not be
relied upon as having been authorised by the Issuer, the Obligors, the Dealers, the Bond Trustee, the Security
Trustee or any Agent. Neither the delivery of this Offering Circular nor any offering or sale of Bonds made
in connection herewith shall, under any circumstances, constitute a representation or create any implication
that there has been no change in the affairs of the Issuer or any Obligor 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 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. Unless otherwise indicated
herein, all information in this Offering Circular is given as at the date of this Offering Circular. This
Offering Circular does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or any Dealer
to subscribe for, or purchase, any of the Bonds.
To the fullest extent permitted by law, no Dealer makes any representation, express or implied, or accepts
any responsibility for the contents of this Offering Circular or for any other statement, made or purported to
be made by such Dealer or on its behalf in connection with the Issuer, any Obligor, or the issue and offering
of the Bonds. Each Dealer accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or
any such statement. 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 Obligors or the Dealers that any recipient of this Offering Circular or any other financial
statements should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the
relevance of the information contained in this Offering Circular and its purchase of Bonds should be based
upon such investigation as it deems necessary. No Dealer undertakes to review the financial condition or
affairs of the Issuer or any Obligor during the life of the arrangements contemplated by this Offering Circular
nor to advise any investor or potential investor in the Bonds of any information coming to the attention of
any of the Dealers.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Agents as to the accuracy or completeness of the information contained in this Offering
Circular or any other information supplied in connection with the Bonds or their distribution. The statements
made in this paragraph are without prejudice to the responsibility of the Issuer for the information contained
in this Offering Circular. Each person receiving this Offering Circular acknowledges that such person has
not relied on any Dealer, the Bond Trustee, the Security Trustee or any Agent nor on any person affiliated
with any of them in connection with its investigation of the accuracy of such information or its investment
decision.
None of the Issuer, the Obligors, any Dealer, the Bond Trustee, the Security Trustee or any Agent accepts
responsibility to investors for the regulatory treatment of their investment in the Bonds. If the regulatory
treatment of an investment in the Bonds is relevant to an investor's decision whether or not to invest, the
investor should make its own determination as to such treatment and for this purpose seek professional
advice and consult its regulator.
FINAL TERMS
In relation to the different types of Bonds which may be issued under the Programme, the Issuer has
endeavoured to include in this Offering Circular all of the necessary information except for information
relating to the Bonds which is not known at the date of this Offering Circular and which can only be
determined at the time of an individual issue of a Series of Bonds.
Any information relating to the Bonds which is not included in this Offering Circular and which is required
in order to complete the necessary information in relation to a Series of Bonds will be contained in the


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relevant Final Terms. For a Series of Bonds which is the subject of Final Terms, those Final Terms will, for
the purposes of that Series only, supplement this Offering Circular and must be read in conjunction with this
Offering Circular.
FORWARD LOOKING STATEMENTS
This Offering Circular contains various forward-looking statements regarding events and trends that are
subject to risks and uncertainties that could cause the actual results, performance or achievements of the
Issuer and/or the Obligors to differ materially from the information presented herein. Such forward-looking
statements are based on numerous assumptions regarding the Issuer's and/or the Obligors' present and future
business strategies and the environment in which the Issuer and/or the Obligors will operate in the future.
When used in this Offering Circular, the words "estimate", "project", "intend", "anticipate", "believe",
"expect", "should", "plan", "targets", "aims", "will", "would", "may", "could", "continue" and similar
expressions, as they relate to the Issuer and/or the Obligors and/or the other members of the Group and their
management, are intended to identify such forward-looking statements. All statements other than statements
of historical fact included in this Offering Circular, including, without limitation, those regarding the Issuer's
and/or the Obligors' financial position, business strategy, management plans and objectives for future
operations, are forward-looking statements. These forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the Issuer's and/or an Obligor's actual results,
performance or achievements, or industry results, to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date
hereof. Save as otherwise required by any rules or regulations, neither the Issuer nor the Obligors undertake
any obligations publicly to release the result of any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Additional factors that could cause actual results, performance or achievements to differ materially include,
but are not limited to, those discussed under "Risk Factors". Any forward looking statements contained in
this Offering Circular speak only as at the date of this Offering Circular. Without prejudice to any
requirements under applicable laws and regulations, the Issuer and the Obligors expressly disclaim any
obligation or undertaking to disseminate after the date of this Offering Circular any updates or revisions to
any forward looking statements contained herein to reflect any change in expectations thereof or any change
in events, conditions or circumstances on which any such forward looking statement is based.


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CONTENTS

Page
Overview of Brussels Airport and the Programme......................................................................................... viii
Risk Factors ........................................................................................................................................................ 1
Business of Brussels Airport ............................................................................................................................ 20
Financial Information and Results of Operations ............................................................................................. 44
Airport Regulation ............................................................................................................................................ 46
Summary of the Finance Documents ................................................................................................................ 57
Terms and Conditions ....................................................................................................................................... 87
Forms of the Bonds ........................................................................................................................................ 121
Book-Entry Clearance Procedure ................................................................................................................... 122
Pro Forma Final Terms ................................................................................................................................... 123
Use of Proceeds .............................................................................................................................................. 131
Tax Considerations ......................................................................................................................................... 132
Subscription and Sale ..................................................................................................................................... 138
General Information ....................................................................................................................................... 142
Glossary .......................................................................................................................................................... 151



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OVERVIEW OF BRUSSELS AIRPORT AND THE PROGRAMME
The following does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Offering Circular and, in relation to the Conditions of any particular Series of Bonds, the
applicable Final Terms.
OVERVIEW
As at the date of this Offering Circular, The Brussels Airport Company NV/SA (TBAC) is the owner and
operator of Brussels' airport in Zaventem (Brussels Airport), the principal airport serving Brussels and
Belgium. Following the Permitted Merger (described below), Brussels Airport Holding NV/SA (BAH) will
be renamed Brussels Airport Company NV/SA (BAC) and become the direct owner and operator of Brussels
Airport. Brussels Airport is located, both politically and economically, at the centre of the European Union,
providing Brussels Airport with a large catchment area, spanning across Belgium, the South of the
Netherlands and the North-East of France. Approximately 20 million people live within a 90-minute drive
from Brussels Airport.
In the financial year ending 31 December 2012, 19 million passengers used Brussels Airport (Source: TBAC
Monthly Management Reporting December 2012). The estimated maximum physical capacity of the airport
is 25 million passengers per annum (Source: TBAC Aviation Development team), providing it with
significant additional capacity for passenger growth in the medium to long term.
Brussels Airport serves 195 destinations worldwide with a diversified route network (Source: TBAC Central
Database). Destinations within the European Union accounted for 55% and destinations to outside the
European Union accounted for 45% in the financial year ending 31 December 2012 (Source: TBAC Central
Database). As at the date of this Offering Circular, no individual route represents more than 5% of total
passenger traffic (Source: TBAC Central Database). As at the date of this Offering Circular, Brussels
Airport has a broad base of airlines with 78 main carriers operating regularly therefrom (Source: TBAC
Central Database). Brussels Airport also benefits from a low dependency upon a single airline compared
with other major European airports: in the financial year ending 31 December 2012, Brussels Airlines
accounted for 31% of the total passenger traffic at Brussels Airport (Source: TBAC Monthly Management
Information Pack December 2012).
Non-aeronautical income is an important component of the Group's revenue mix, principally derived from
retail concessions, car parking and revenue from ownership of properties in the vicinity of the airport. With
over 18,000 square metres of terminal space allocated to retail activities at Brussels Airport, the airport, as at
the date of this Offering Circular, includes 49 retail outlets, 32 food and beverage outlets (Source: TBAC
Monthly Sales Report April 2013) as well as 480 advertising sites (Source: TBAC Advertising) within the
pier and landside areas. Non-aeronautical income accounted for 34.4% of the Group's revenues in the
financial year ending 31 December 2012 (Source: TBAC Monthly Management Reporting December 2012).
In the twelve months to 31 December 2012 net retail income per passenger (including car parks, but
excluding advertising) was EUR 3.89 (compared with EUR 3.74 for the twelve months to 31 December
2011) (Source: TBAC Monthly Management Reporting December 2012).
PERMITTED MERGER AND LICENCE RENEWAL
On the Initial Issue Date, TBAC will be merged into its parent company, Brussels Airport Holding NV/SA
(BAH) and BAH will (i) automatically acquire the airport and all assets, liabilities, rights and obligations of
TBAC (including 100 per cent of the shares in TBAC's subsidiary company DNB, which is the entity that
manages the electricity distribution network at Brussels Airport) and (ii) be renamed Brussels Airport
Company NV/SA (BAC) (together the Permitted Merger). The Permitted Merger triggers the obligation to
renew the Licence under article 47 of the Transformation Decree (the Licence Renewal). The Licence


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Renewal will enter into force on the day of the Permitted Merger. See "Airport Regulation" below for full
details.
In this Offering Circular, the Company means (i) TBAC prior to the Permitted Merger and (ii) the Issuer on
and after the Permitted Merger and Licence Renewal.
The following diagram represents the Group's simplified ownership structure (based on economic rights) as
at the date of this Offering Circular:
OTPP
MEIF I
MEIF III
52%
13%
35%
SFPI / FPIM
BAISA
25%
75%
BAH
Existing Facilities
100%
TBAC
(Licencee prior to
Licence Renewal)
DNB

The following diagram represents the Group's simplified ownership structure (based on economic rights) as
at the Initial Issue Date following the Permitted Merger and Licence Renewal:
OTPP
MEIF I
MEIF III
52%
13%
35%
SFPI / FPIM
BAISA
25%
75%
ISSUER (BAH to be
renamed BAC)
New debt facilities &
Licencee following
Bonds
Licence Renewal
DNB (Guarantor)

SHAREHOLDERS
The Belgian State, rated AA/Aa3/AA by each of Fitch, Moody's and Standard & Poor's as at the date of this
Offering Circular respectively, owns 25% of the economic rights in BAH through the entity labelled
"SFPI/FPIM" in the diagrams above.
As at the date of this Offering Circular, BAH is 36 per cent. owned (by economic rights) by Macquarie-
managed funds, MEIF I and MEIF III, through its shareholding in the entity labelled in "BAISA" in the
diagrams above. Macquarie, through Macquarie Infrastructure and Real Assets (MIRA), is a global leader
in the creation and management of specialist funds which focus on infrastructure, real estate and adjacent


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sectors. MIRA manages 49 funds, including MEIF I and MEIF III, with investments in approximately 110
portfolio companies and 300 properties (as at December 2012).
Ontario Teachers' Pension Plan Board (OTPP) owns, as at the date of this Offering Circular, 39% of the
economic rights in BAH through its shareholding in the entity labelled "BAISA" in the diagrams above.
OTPP is the largest single-profession plan in Canada and has significant experience in owning and managing
airports (currently Birmingham, Bristol and Copenhagen) and other infrastructure businesses.
If a Change of Control or Flotation occurs, the Bondholders do not have a right to redeem their Bonds
though the Agent may cancel the total commitments of the Lenders and declare all outstanding utilisations
(together with accrued amounts) immediately due and payable. See "Summary of the Finance Documents ­
Other Finance Documents ­ Initial Authorised Credit Facilities Agreement" below.
Credit Strengths
The Company's credit strengths include:

Strategically Advantaged Location ­ Brussels Airport occupies an ideal position at the centre of
the European Union, providing Brussels Airport with a large catchment area, spanning across
Belgium, the South of the Netherlands and the North-East of France. See "Business of Brussels
Airport ­ Strategically Advantaged Location" below.

Stable and Favourable Regulatory Framework ­ the Company operates in a Dual Till regulatory
framework which provides for a clear, stable and favourable aeronautical pricing regime. As a
result, the Group is able to demonstrate strong predictability of the future cashflow for its business.
See "Business of Brussels Airport ­ Stable and Favourable Regulatory Framework" below.

Resilient `Origin & Destination' Passenger Base and Diversified Airline Mix ­ Brussels
Airport's balanced and diversified traffic base, in terms of destinations served, carriers and airline
business models has provided historically solid resilience to economic downturn and airline failure.
The Group's consolidated EBITDA has increased with a CAGR of 6.9% from 2009 to 2012. See
"Business of Brussels Airport ­ Resilient O&D Passenger Base and Diversified Airline Mix" below.

Strong Historical Financial Performance and Resilient EBITDA ­ the Group has exhibited the
highest EBITDA margin among its peer group of Western European airports over the four years
ending 31 December 2012. The Group has been resilient to traffic downturns due to, inter alia, a
stable and favourable regulatory framework, a strict and improving cost control policy and increases
in overall yields. Strong cashflow generation is fuelled by continued EBITDA growth, stringent
capital expenditure management and constant focus on cash management. See "Business of Brussels
Airport ­ Strong Historical Financial Performance and Resilient EBITDA" below.

Management Team ­ A dynamic and strong executive management team with a significant number
of years' experience gained either from working within Brussels Airport, or within in aviation and
other relevant industries. Key hires have delivered additional airport, operational, regulatory and
financial expertise at a senior level. Much of the existing operations management has been retained
to ensure continuity at the project level. See "Business of Brussels Airport ­Management Team"
below.
THE REGULATORY FRAMEWORK
As noted above, the Company operates in a stable and favourable regulatory framework. The key highlights
of the regulatory framework are:

"Light touch" involvement of the Regulator;


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