ATTENTION: Notes of Penates 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 Penates-6 (Penates Funding), can only be acquired, held by and transferred to qualifying investors as described in 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).
Penates 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 Qualifying Investor acting for its own account.
Summary Overview of the Features of the Notes
Class A1 Notes
Class A2 Notes
Class B Notes
Class C Notes
subordination of Class B Notes
subordination of Class B Notes
Interest Rate until First Optional Redemption Date
1-month EURIBOR + 0.30 per cent p.a.
1-month EURIBOR + 0.40 per cent p.a.
1-month EURIBOR + 1.50 per cent p.a. capped at 5.00 per cent p.a.
1-month EURIBOR + 2.50 per cent p.a. capped at 6.00 per cent p.a.
Monthly Payment Dates
Interest and principal will be payable monthly in arrears on the twenty-second (22nd) day of each calendar month (or the first following Business Day if such day is not a Business Day), commencing on the Monthly Payment Date falling on 24 July 2017.
No scheduled amortisation. Provided that no Enforcement Notice has been served, there is a full sequential amortisation of the Collateralized Notes (in order of seniority, whereby, as far as Class A Notes are concerned, any Principal Available Amount remaining after item (a) of the Principal Priority of Payments will be used (i) first to redeem the Class A1 Notes, until fully redeemed; (ii) second to redeem the Class A2 Notes, until fully redeemed; and (iii) third to redeem the Class B Notes, until fully redeemed).
The notes within each of the Class A2 Notes, the Class A2 Notes and the Class B Notes rank pari passu and will be repaid pro rata and without priority or preference among themselves, on each Monthly Payment Date based on the Principal Available Amount.
No scheduled amortisation. No amortisation before the Class A Notes have been redeemed in full.
Final Redemption Date
Monthly Payment Date falling in May 2051
Optional Redemption Date
The Monthly Payment Date falling in May 2022 (the First Optional Redemption Date) and any Monthly Payment Date thereafter (Optional Redemption Date).
The Notes will be issued in the form of dematerialised notes under the Belgian Company Code and will be represented exclusively by book entries in the records of securities settlement system operated by the National Bank of Belgium
The Notes will be issued in the form of registered notes under the Belgian Company Code and will be represented exclusively by entries in the notes register of the Issuer.
DBRS: AAA (sf)
Moody's: Aaa (sf)
DBRS: AAA (sf)
Moody's: Aaa (sf)
* This overview and summary of the features of the Notes should be read as an introduction to and in conjunction with, and is qualified in its entirety by reference, to the detailed information appearing in the Prospectus and does not purport to be complete. Prospective Noteholders are advised to read carefully, and to rely solely on, the detailed information appearing in the Prospectus and including the Conditions and Transaction Documents referred to in the Prospectus in making any decision whether or not to invest in any Notes.
The Notes issued by Penates Funding NV/SA, insititutionele VBS naar Belgisch recht/SIC institutionelle de droit belge, acting through its Compartment Penates-6, 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 and the Class C 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 the Class C 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.