According to Belgian financial law, a company that wishes to offer Eurobonds to the Belgian public is not required to publish an emission-prospectus as long as there is no promotion campaign conducted in Belgium. The requirement to publish a "Belgian" emission-prospectus is considered incompatible with the international nature of this debt-instrument.

According to the former definition as laid down in Article 34, §1, 2nd sub-paragraph of Royal Decree no. 185, bonds qualified as Eurobonds if the following cumulative conditions were fulfilled :
  • - a substantial portion of the bonds was offered in one
  • Member State of the European Communities ("Member State")
  • other than the Member State where the issuing institution
  • has its registered office;
  • - the bonds had to be underwritten and distributed by a syndicate
  • of underwriters of which at least two members had their registered
  • office in different Member States; and,
  • - only credit institutions or stockbroking companies subscribed
  • to or (initially) bought the bonds.
The Belgian legislator has now considered this definition as being too broad. In practice, many companies made use of the exemption from publishing a prospectus when offering bonds which, according to the above-mentioned (former) definition, qualified as Eurobonds but, because of the limited international perspective of the offering, could not justify this prospectus exemption (e.g. Luxembourg affiliate of a Belgian bank issued Eurobonds which were only sold in Belgium and Luxembourg. No emission-prospectus was available in Belgium).

The definition of a Eurobond has now been significantly narrowed by the Law of December 21, 1994 and its implementing Royal Decree of January 13, 1995. According to this new definition a bond must fulfil the following conditions in order to qualify as a Eurobond and benefit from the prospectus exemption in Belgium:
  • - the emission must exceed BEF 2 billion;
  • - a substantial portion of the bonds must be offered in several
  • Member States other than the Member State where the issuing
  • institution has its registered office and under conditions that
  • may interest both institutional and private investors;
  • - the bonds must be underwritten and distributed by a syndicate of
  • at least three non-affiliated members, each having its registered
  • office in a different Member State;
  • - the issuing institution commits itself to apply for a listing on
  • a Stock Exchange of the European Communities (which will trigger
  • the obligation to issue a prospectus on the occasion of the
  • listing);
  • - sufficient information must be made available to the investors
  • on the occasion of the issuance; and,
  • - only credit institutions or stockbroking companies are allowed
  • to subscribe to or (initially) buy the bonds.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

For further information contac Jan Van Lancker on + 32.2. 517.94.31.