ATTENTION: Notes of Mercurius Funding N.V. - S.A., institutionele vennootschap voor belegging in schuldvorderingen naar Belgisch recht / société d’investisment en créances institutionnelle de droit belge, acting through its Compartment Mercurius-1 (Mercurius Funding), can only be acquired, held by and transferred to eligible investors as described in article 5§3/1 of the Law of 3 August 2012 on certain types of collective management of investment portfolios, as amended or replaced (an Eligible Investor) acting for their own account. Mercurius Funding will suspend the payment of dividends or interests in relation to its securities of which it becomes aware that these are held by a person who is not an Eligible Investor acting for its own account.
MERCURIUS FUNDING N.V./S.A., acting through its compartment Mercurius-1 (the “Issuer”) purchases on the closing date an additional portfolio of Belgian SME loans from Belfius Bank NV/SA. An initial portfolio of Belgian SME loans from Belfius Bank NV/SA was purchased by the Issuer on 7 May 2012. Mercurius-1 finances the purchase on the closing date through the issuance of Class A and Class B notes. The old notes of the Issuer, which were issued on 12 May 2012, will simultaneously be redeemed. The Further information can be found in the Prospectus.
The Issuer has restructured the transaction on the 25th June 2018 (the “Restructure Date”). The Interest Rates, the Reserve Fund, the Principal Priority of Payments amongst others have been modified. Further information can be found on the Notice on the 14th of June 2018 below. The table hereunder represents the situation on the Restructure Date.
Initial principal amount
Subordination of Class B Notes
0.90 per cent p.a.
1.40 per cent p.a.
Monthly Payment Dates
Interest and principal will be payable in arrears on the twenty-fourth (24th) day of each calendar month (or the first following Business Day if such day is not a Business Day), commencing on the Payment Date falling on 24/06/2014.
Pre-enforcement Principal Payments
The Notes will be redeemed in a proportional order between the Class A Notes and Class B Notes unless a Sequential Event has occured, or when the Outstanding Amount of the Class B Notes reaches 200 million EUR, in which case the Notes will be redeemed in sequential order starting from the most senior then outstanding Class of Notes. As long as the transaction is in the proportional redemption, 40% of the Principal Available Funds will be directed to partially redeem the Class A Notes, and 60% of the Principal Available Funds will be directed to redeem partially the Class B Notes.
Notes may be subject to voluntary and mandatory prepayment on any Payment Date, with prepayments applied to the Notes in proportional order as described above.
Optional Redemption Date
The Payment Date falling on 24 May 2017 (First Optional Redemption Date) and any Payment Date thereafter.
The Notes will be issued in the form of dematerialised notes under the Company Code and will be represented exclusively by book entries in the records of the Clearing System operated by the National Bank of Belgium.
The Notes will be issued in the form of registered notes under the Company Code and will be represented exclusively by entries in the notes register held by the Issuer.
The Notes issued by Mercurius Funding NV/SA, insititutionele VBS naar Belgisch recht/SIC institutionelle de droit belge, acting through its Compartment Mercurius-1, are not and cannot being offered for sale in the Unites States or to or for the account or any US Person (US Person being defined in Regulation S under the US Securities Act (‘Regulation S’)) or in any other jurisdiction in which such offer or solicitation is not authorized. This website does not constitute such an offer or solicitation to any person to whom it is unlawful to make such an offer or solicitation.
The Notes offered by the Issuer may only be subscribed, purchased or held by investors (Eligible Holders) that satisfy the following criteria:
(a) they qualify as qualifying investors (in aanmerking komende beleggers/investisseurs éligibles) within the meaning of Article 5, §3/1 of the Belgian Act of 3 August 2012 on institutions for collective investment that satisfy the criteria of directive 2009/65/EC and on institutions for investment in receivables (Wet betreffende de instellingen voor collectieve belegging die voldoen aan de criteria van richtlijn 2009/65/EG en de instellingen voor belegging in schuldvorderingen / Loi relative aux organismes de placement collectif qui répondent aux conditions de la Directive 2009/65/CE et aux organismes de placement en créances), as amended from time to time (Qualifying Investors);
(b) they do not constitute investors that, in accordance with annex A, (I), second indent, of the Royal Decree of 3 June 2007 concerning further rules for implementation of the directive on markets in financial instruments (MIFID), have registered to be treated as non-professional investors; and
(c) (i) in respect of the Class A Notes, they are holders of an exempt securities account with the Securities Settlement System or (directly or indirectly) with a participant in such system; or
(c) (ii) in respect of the Class B Notes, they certify to the Issuer that they qualify for an exemption from Belgian withholding tax on interest payments under the Class B Notes and that they shall comply with any procedural formalities necessary for the Issuer to obtain the authorisation to make a payment to which that holder is entitled without a tax deduction.
For each Note in respect of which the Issuer becomes aware that it is held by an investor other than a Qualifying Investor, the Issuer will suspend interest payments until such Note will have been transferred to and held by a Qualifying Investor. Any transfer of Notes effected in breach of the above requirement will be unenforceable vis-à-vis the Issuer.
The information contained on the website is only for Eligible Holders and by clicking the ‘I agree’ button below and proceeding to view the materials to which this gatepost gives access, you warrant that (i) you are an Eligible Holder and (ii) are not located or resident in the United States of America. You further undertake that you will not transmit or otherwise send any information contained in this website to any person located or resident in the United States of America.