Rating: The Securities have not been rated.
VI. Intentionally left blank
VII. Intentionally left blank
VIII. Intentionally left blank
PART D - Intentionally left blank
PART E - INFORMATION ABOUT THE UNDERLYING
The following information about the Underlying comprises extracts or summaries of information publicly available.
The Issuer confirms that such information has been accurately reproduced. As far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Koninklijke Philips NV (ISIN NL0000009538)
Koninklijke Philips N.V. manufactures medical systems; domestic appliances; consumer electronics; and lighting.
The company produces imaging, ultrasound and healthcare informatics equipment; shaving and beauty and health and wellness products; displays, and peripherals; and lamps and luminaries.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.philips.com.
ABN AMRO Bank N.V. (ISIN NL0011540547)
ABN AMRO Group N.V. provides a full range of commercial banking services for retail, private, and commercial clients. The bank offers asset management, wealth management, private and retail banking, and investment advisory services. ABN AMRO Group N.V. serves customers worldwide.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.abnamro.com.
ING Group N.V. (ISIN NL0011821202)
ING Group N.V. offers financial services to individuals, corporations, and other institutions. The company offers corporate, investment, and private banking services, asset and portfolio management, treasury services, and insurance. ING Group N.V. has offices throughout the world.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.ing.com.
Royal Dutch Shell plc (ISIN GB00B03MLX29)
Royal Dutch Shell plc, through subsidiaries, explores for, produces, and refines petroleum. The company produces fuels, chemicals, and lubricants. Royal Dutch Shell plc owns and operates gasoline filling stations worldwide.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.shell.com.
ArcelorMittal (ISIN LU1598757687)
ArcelorMittal produces steel. The company manufactures cold rolled, electro galvanized and coated steels, slabs, special quality bars, and wire rods. ArcelorMittal has steel making operations in Europe, the Americas, Asia, and Africa.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.arcelormittal.com.
Koninklijke Ahold Delhaize N.V. (ISIN NL0011794037)
Koninklijke Ahold Delhaize N.V., through its subsidiaries, operates retail stores that offer food and non-food
products in the United States and Europe. The company operates supermarkets, convenience stores, compact
hypers, pick-up points, and gasoline stations, as well as specialty stores, which provide health and beauty care
products, and wine and liquor.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.ahold.com.
Koninklijke KPN N.V. (ISIN NL0000009082)
Koninklijke KPN N.V. provides telecommunications services throughout the Netherlands. The company provides local, long distance, international, and mobile telecommunications services, voice-mail, call forwarding, ISDN Internet lines, faxing, and communications services for businesses and individuals. Koninklijke KPN N.V. offers mobile telecommunications through E-Plus in Germany and BASE in Belgium.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.kpn.com.
Koninklijke DSM N.V. (ISIN NL0000009827)
Koninklijke DSM N.V. is a Dutch-based multinational life sciences and materials sciences company. The global and end markets of the company include food and dietary supplements, personal care, feed, pharmaceuticals, medical devices, automotive, paints, electrical and electronics, life protection, alternative energy and bio-based materials.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.dsm.com.
Aalberts NV (ISIN NL0000852564)
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page .
Galapagos NV (ISIN BE0003818359)
Galapagos NV operates as a clinical stage biotech company. The company develops and commercializes novel medicines and progressing pipelines in biotech with phase 2 programs, phase 1 programs, pre-clinical, and discovery programs.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.glpg.com.
BE Semiconductor Industries NV (ISIN NL0012866412)
BE Semiconductor Industries N.V. produces integrated semiconductor assembly equipment. The company designs, develops, manufactures, markets, and services machines that manufacture semiconductor packages, which provide the connection between the chip and other electronic components and protect the chip. BE also produces automated molding and plating machines, and manufactures leadframes.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.besi.nl.
Adyen N.V. (ISIN NL0012969182)
Adyen N.V. provides payment solutions. The company offers a platform that enable merchants and businesses to process payments online, mobile, and point-of-sale systems with payment methods including card schemes, mobile wallets, and other local methods. Adyen serves customers worldwide.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.adyen.com.
Just Eat Takeaway.com (ISIN NL0012015705)
Takeaway.com N.V. provides online food services. The company offers online food ordering and delivery of pizza,
pita bread, chinese food, sushi, and other products. takeaway offers its services in The Netherlands, Belgium,
Germany, Austria, Switzerland, France, Great Britain, Luxembourg, Denmark, and Sweden.
Further information as well as information about the past and further performance and the volatility of the Underlying can be obtained from the internet page www.corporate.takeaway.com.
Prosus NV (ISIN NL0013654783)
Prosus N.V. (formerly Myriad International Holdings N.V.) is a holding company in the service of the global Internet consumer group (Naspers).
Further information as well as information about the past and further performance and the volatility of the
Underlying can be obtained from the internet page www.prosus.com.
Section A – Introduction and warnings Warnings
(a) The Summary should be read as an introduction to the Prospectus.
(b) Any decision to invest in the Securities should be based on a consideration of the Prospectus as whole by the investor.
(c) The Securities are not capital protected and there is no minimum redemption amount. Accordingly, the investor could lose all or part of the invested capital.
(d) Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.
(e) Civil liability attaches only to those persons who have tabled the Summary, including any translation thereof, but only where the Summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Securities.
(f) You are about to purchase a product that is not simple and may be difficult to understand.
Introductory Information Name and ISIN of the Securities:
Turbo's Short (the "Securities") with ISIN (In respect of each Series: see table below) Identity and contact details of the Issuer:
BinckBank N.V., Barbara Strozzilaan 310, 1083 HN Amsterdam, the Netherlands, telephone +31(0)20-5220330, LEI 7245006VSPI8FWN4DW03.
Identity and contact details of the offeror:
BinckBank N.V., Barbara Strozzilaan 310, 1083 HN Amsterdam, the Netherlands, telephone +31(0)20-5220330, LEI 7245006VSPI8FWN4DW03.
Competent authority that approved the Prospectus:
The Dutch Authority for the Financial Markets (“AFM”), P.O. box 11723, 1001 GS, Amsterdam, The Netherlands, telephone +31(0)20-797 2000.
Date of approval of the Prospectus:
8 June 2020
Section B – Key Information on the Issuer Who is the Issuer of the Securities?
Domicile and legal form of the Issuer
BinckBank is a public limited liability company (naamloze vennootschap) incorporated under Dutch law by a notarial deed dated 23 February 1981 and operates under Dutch law. BinckBank has its statutory seat in Amsterdam, the Netherlands.
Binckbank's Legal Entity Identifier (LEI) code is 7245006VSPI8FWN4DW03.
Principal activities of the Issuer
BinckBank N.V. (BinckBank) is an online bank for investors and savers. Binckbank's services are deployed from our head office in the Netherlands and our local branches in Belgium, France, and Italy, and representation in Spain. BinckBank offers services in investment, asset management and savings, and targets its services to retail customers, businesses/legal entities, and independent asset managers. An important feature of BinckBank’s online services is a stable platform that gives users access to important financial markets, professional trading facilities, and analysis tools.
BinckBank offers its customers a stable platform giving them access to all important financial markets in the world. This includes order execution at competitive rates, combined with facilities such as excellent customer service, a professional investment website with streaming quotes, news, depth of order book, research and tools for technical and other analysis.
Major shareholders of the Issuer
Saxo Bank A/S owns directly 100% of the outstanding shares of Binckbank.
Identity of the key managing directors of the Issuer
The managing directors of the issuer are: Vincent Germyns and Liesbeth Sinke.
Identity of the statutory auditors of the Issuer
The statutory auditors of the issuer are Deloitte Accountants B.V., Gustav Mahlerlaan 2970, 1081 LA Amstrdam.
What is the key financial information regarding the Issuer?
BinckBank derived the following selected consolidated financial data from its annual report 2019 containing the audited consolidated financial statements for the financial year ended 31 December 2019 and the audited comparative figures for the financial year ended 31 December 2018.
BinckBank’s audited consolidated financial statements were prepared in accordance with International Financial Reporting Standards adopted by the European Union (IFRS) and comply with Title 9 of Book 2 Dutch Civil Code. The data is stated in Euro (EUR).
Emphasis of impact of the COVID-19 virus
The Corona virus also impacts BinckBank N.V. Management disclosed the current impact and her plans to deal with these circumstances on page 69 of the Annual Report 2019. Management also indicates that it is currently not possible for them to properly estimate the impact of the Corona virus on the financial performance and health of Binckbank N.V. The opinion of the independent auditor Deloitte is not modified in respect of this matter.
Income Statement X EUR 1,000
Audited, except where indicated FY 2019 FY 2018
Net interest income 28,045 32,070
Net fee and commission income 100,974 102,975
Other income 1,014 943
Result from financial instruments 9,335 7,013
Impairment of financial assets (57) (207)
Total income from operating activities 139,311 142,794
Employee expenses 58,605 48,905
Depreciation and amortisation 6,715 5,118
Other operating expenses 50,020 61,345
Total operating expenses 115,343 115,368
Result from operating activities 23,968 27,426
Tax (7,820) (400)
Share in profit / (loss) of associates and joint ventures - 8,436
Net result 16,148 35,462
Result attributable to non-controlling interests - 282
Net result attributable to shareholders BinckBank 16,148 35,180
Balance sheet & capital adequacy X EUR 1,000
Audited, except where indicated FY 2019 FY 2018
Total assets 5,068,282 4,071,117
Senior debt 0 0
Subordinated debt 0 0
Loans and receivables 1,313,929 1,409,649
Deposits from customers 4,435,793 3,562,200
Total Equity 419,532 403,384
Total available capital (Tier 1) ** 280,321 248,998
Capital ratio** 46.4% 31.8%
** based on Basel III
Cost/income ratio
Unaudited FY 2019 FY 2018
Cost/income ratio excluding IFRS amortisation 83% 81%
Each investor in the Securities is exposed to the risk that BinckBank becomes temporarily or permanently unable to meet its obligations under the Securities. The creditworthiness of BinckBank may be affected by a number of factors and developments.
These include BinckBank's profitability's heavy reliance on the transaction volume in the financial markets, the changing online trading and brokerage market, credit risk exposure to third parties, the availability of principal sources for liquidity, ICT and other operationals risks, risks associated with BinckBank's integration into Saxo Bank Group and regulatory developments and enforcement actions.
Section C – Key Information on the Securities What are the main features of the Securities?
Type and form of the Securities
Each Series of Securities are warrants with no capital protection.
The Securities qualify as securities (effecten) within the meaning of Section 1:1 of the DFSA. The Securities will be treated as dematerialised book-entry form securities pursuant to the Swiss Federal Intermediated Securities Act ("FISA"). The Securities will be governed by Dutch law.
Rights attached to the Securities; payment profile at scheduled maturity
The Securities allow Investors to participate disproportionately (in a leveraged manner) in any performance of the Underlying.
The Securities do not have a fixed lifetime (open end) and provide Securityholders upon exercise with a claim for payment of the Redemption Amount in the Redemption Currency. In particular, the Redemption Amount, if any, to be received by the Securityholder upon exercise of the Securities depends on the performance of the Underlying and whether or not a so-called Stop Loss Event has occurred, i.e. whether the Price of the Underlying at any time during the term of the Securities is equal to or above the Current Stop Loss Level.
Securityholders may exercise the Securities every 3 month(s), for the first time on 01 June 2021 (such day is referred to as the
"Exercise Date"), by delivering an exercise notice. Securityholders may only exercise the Securities in a number equal to the Minimum Exercise Size. An exercize of less than the Minimum Exercise Size of the Securities will be invalid and ineffective. The Issuer may also exercise all outstanding Securities every 3 month(s), for the first time on 01 June 2021 (such day is referred to as the "Issuer Exercise Date") and subject to a period of notice of 3 month(s) by publishing an exercise notice.
On the Redemption Date, either following an exercise of the Securities by the Securityholders or by the Issuer or following the occurrence of a Stop Loss Event, Securityholders are entitled to receive payment of the Redemption Amount determined as of the relevant Valuation Date.
The "Redemption Amount" in respect of the Securities is determined as follows:
(a) If a Stop Loss Event has not occurred, Securityholders are entitled to receive on the Redemption Date an amount equal to the amount by which the Current Financing Level exceeds the Settlement Price of the Underlying, multiplied by the Multiplier.
(b) If a Stop Loss Event has occurred, Securityholders are entitled to receive on the Redemption Date payment of an amount (the "Stop Loss Redemption Amount") being the fair market price and determined at the Issuer's reasonable discretion on the basis of the unwinding of hedging transactions in relation to the Securities. The Stop Loss Redemption Amount may be 0 if the Price of the Underlying is above the Current Financing Level.
The Stop Loss Level is adjusted on a daily basis (being then the "Current Stop Loss Level") as the product of the Current Financing Level multiplied by the sum of 100% reduced by the Stop Loss Premium. The Financing Level is adjusted on a daily basis (being then the "Current Financing Level") to reflect a financing component incurred by the Issuer based on the Rate reduced by the Financing Spread. Further adjustments reflect the deduction of net dividends or similar payments, if any, distributed to any (direct) holders of the Underlying.
Underlying: In respect of each Series: see table below Underlying Currency: In respect of each Series: see table below Issue Price (in the
Redemption Currency): In respect of each Series: see table below Relevant Exchange: In respect of each Series: see table below
Redemption Currency: EUR Multiplier: In respect of each Series: see table below
Minimum Exercise Size: In respect of each Series: see table below Issue Date: 21 April 2021
Fixing Date: 16 April 2021 Expiration Date: Open End
Stop Loss Level: Will be determined on a continuous basis. The Initial Stop Loss Level in respect of each Series: see table below
Redemption Date: The third Banking Day after the relevant Valuation Date or after the occurence of a Stop Loss Event (whichever occurs earlier)
Stop Loss Premium: Will be determined on a continuous basis. The Initial Stop Loss Premium in respect of each Series: see table below
Calculation Agent: The Calculation Agent means UBS AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland, acting through its London Branch, 5 Broadgate, London, EC2M 2QS, United Kingdom
Initial Financing Level: Will be determined on a continuous basis. The Initial Financing Level in respect of each Series: see table below
Financing Spread: Will be determined on a continuous basis. The Initial Financing Spread in respect of each Series: see table below
Price of the Underlying: The Price of the Underlying as continuously quoted on the Relevant Exchange.
Settlement Price: The Settlement Price of the Underlying equals the Price of the Underlying on the Valuation Date at the Valuation Time.
Rate: The Rate means the EUR-LIBOR-Overnight-Rate as determined daily by the Calculation Agent at its reasonable discretion.
Valuation Time: The Valuation Time means the time of official determination of the closing price of the Underlying by the Relevant Exchange.
Valuation Date: Exercise Date or Issuer Exercise Date, as the case may be
ISIN Underlying / ISIN / Underlying Currency / CH0599317044 Philips / NL0000009538 / EUR / Euronext Amsterdam 21.64 5.00% 68.40 / 72.00 2.00% 1:1 1 CH0599317036 Philips / NL0000009538 / EUR / Euronext Amsterdam 19.64 5.00% 66.50 / 70.00 2.00% 1:1 1 CH0599317051 Philips / NL0000009538 / EUR / Euronext Amsterdam 23.64 5.00% 70.30 / 74.00 2.00% 1:1 1 CH0599317143 ABN Amro / NL0011540547 / EUR / Euronext
Amsterdam
5.33 5.00% 15.20 / 16.00 2.00% 1:1 1
CH0599316962 ING / NL0011821202 / EUR / Euronext Amsterdam 4.53 5.00% 14.25 / 15.00 2.00% 1:1 1 CH0599316954 ING / NL0011821202 / EUR / Euronext Amsterdam 4.03 5.00% 13.775 / 14.50 2.00% 1:1 1 CH0599317077 Royal Dutch Shell / GB00B03MLX29 / EUR / Euronext
Amsterdam 7.43 5.00% 22.80 / 24.00 2.00% 1:1 1
CH0599316970 ArcelorMittal / LU1598757687 / EUR / Euronext
Amsterdam 8.93 5.00% 32.30 / 34.00 2.00% 1:1 1
CH0599316988 ArcelorMittal / LU1598757687 / EUR / Euronext Amsterdam
9.93 5.00% 33.25 / 35.00 2.00% 1:1 1
CH0599316996 ArcelorMittal / LU1598757687 / EUR / Euronext Amsterdam
11.93 5.00% 35.15 / 37.00 2.00% 1:1 1
CH0599316921 Ahold / NL0011794037 / EUR / Euronext Amsterdam 10.53 5.00% 31.35 / 33.00 2.00% 1:1 1 CH0599316913 Ahold / NL0011794037 / EUR / Euronext Amsterdam 9.53 5.00% 30.40 / 32.00 2.00% 1:1 1 CH0599316897 Ahold / NL0011794037 / EUR / Euronext Amsterdam 2.33 5.00% 23.56 / 24.80 2.00% 1:1 1 CH0599316905 Ahold / NL0011794037 / EUR / Euronext Amsterdam 7.53 5.00% 28.50 / 30.00 2.00% 1:1 1 CH0599317010 KPN / NL0000009082 / EUR / Euronext Amsterdam 0.58 5.00% 3.088 / 3.25 2.00% 1:1 1 CH0599316939 DSM / NL0000009827 / EUR / Euronext Amsterdam 7.10 5.00% 209.00 / 220.00 2.00% 10:1 1 CH0599317093 Aalberts / NL0000852564 / EUR / Euronext
Amsterdam
18.82 10.00% 57.60 / 64.00 2.00% 1:1 1
CH0599317085 Aalberts / NL0000852564 / EUR / Euronext Amsterdam
12.82 10.00% 52.20 / 58.00 2.00% 1:1 1
CH0599317127 Galapagos / BE0003818359 / EUR / Euronext
Amsterdam 2.57 10.00% 82.80 / 92.00 2.00% 10:1 1
CH0599317135 Galapagos / BE0003818359 / EUR / Euronext Amsterdam
2.97 10.00% 86.40 / 96.00 2.00% 10:1 1
CH0599317150 BE Semi / NL0012866412 / EUR / Euronext Amsterdam 0.76 8.00% 75.44 / 82.00 2.00% 10:1 1 CH0599317184 Adyen N.V. / NL0012969182 / EUR / Euronext
Amsterdam
9.56 8.00% 2,723.20 /
2,960.00
2.00% 100:1 1
CH0599317200 Just Eat / NL0012015705 / EUR / Euronext Amsterdam 3.35 5.00% 118.75 / 125.00 2.00% 10:1 1 CH0599317226 Prosus / NL0013654783 / EUR / Euronext Amsterdam 3.59 5.00% 125.40 / 132.00 2.00% 10:1 1 CH0599317218 Prosus / NL0013654783 / EUR / Euronext Amsterdam 3.19 5.00% 121.60 / 128.00 2.00% 10:1 1 CH0599317234 Prosus / NL0013654783 / EUR / Euronext Amsterdam 4.79 5.00% 136.80 / 144.00 2.00% 10:1 1
The Issuer is entitled to terminate the Securities with immediate effect if an (extraordinary) termination event occurs.
Examples of (extraordinary) termination events include the discontinuation of the determination/publication of the price of the Underlying or the occurrence of a change in law. In such case, the payable termination amount payable to Securityholders may be significantly lower than the capital invested by Securityholders for purchasing the Securities (including the transaction costs).
Relative seniority of the Securities in the Issuer's capital structure in the event of insolvency
The Securities constitute direct, unsecured and unsubordinated obligations of the Issuer, ranking pari passu among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, other than obligations preferred by mandatory provisions of law.
Securityholders will only be able to buy or sell Securities by placing orders with BinckBank, and transactions in the Securities will only take place between theIssuer and the Securityholder.
Where will the Securities be traded?
The Issuer does not intend to apply for admission of the Securities to trading on a regulated market or other equivalent market.
The Issuer does not intend to apply for admission of the Securities to trading on a regulated market or other equivalent market.