Rating: The Securities have not been rated.
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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.
AEGON N.V. (ISIN NL0000303709)
AEGON N.V. offers life and health insurance, and related pension, savings, and investment products in Europe and North America. The company also offers property and casualty insurance in the Netherlands, Spain, and Hungary, and financial services including banking, equipment lease financing, and mortgage lending.
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.aegon.com.
Unilever N.V. (ISIN GB00B10RZP78)
Unilever N.V. manufactures branded and packaged consumer goods, including food, detergents, fragrances, home and personal care products.
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.unilever.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.
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.
BMW AG (ISIN DE0005190003)
BMW AG manufactures and sells luxury cars and motorcycles worldwide. The company produces everything from convertible sports cars to luxury sedans to touring motorcycles with large displacement engines.
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.bmwgroup.com.
Allianz SE (ISIN DE0008404005)
Allianz SE, through subsidiaries, offers insurance, banking, and financial services. The company offers property and casualty, life and health, credit, motor vehicle and travel insurance, and fund management services.
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.allianz.com.
Deutsche Telekom AG (ISIN DE0005557508)
Deutsche Telekom AG offers telecommunications services. The company offers a full range of fixed-line telephone services, mobile communications services, Internet access, and combined information technology and telecommunications services for businesses.
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.telekom.com.
Infineon Technologies AG (ISIN DE0006231004)
Infineon Technologies AG designs, manufactures, and markets semiconductors. The company's products include power semiconductors, microcontrollers, security controllers, radio frequency products, and sensors. Infineon Technologies AG markets its products to the communications, automotive, industrial, and consumer and security electronics sectors.
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.infineon.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.
LVMH Moët Hennessy Louis Vuitton SE (ISIN FR0000121014)
LVMH Moet Hennessy Louis Vuitton SE is a diversified luxury goods group. The company produces and sells champagne, cognac, perfumes, cosmetics, luggage, watches and jewelry.
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.lvmh.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.
Volkswagen AG VZ (ISIN DE0007664039)
Volkswagen AG manufactures and sells vehicles. The company offers economy and luxury automobiles, sports cars, trucks, and commercial vehicles. Volkswagen AG serves customers globally.
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.volkswagenag.com.
their applications, assure uniformity, and produce more using less floor space.
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.asml.com.
Koninklijke Boskalis Westminster N.V. (ISIN NL0000852580)
Koninklijke Boskalis Westminster N.V. is an international group that constructs and maintains ports, waterways, coastlines, and riverbanks. The company provides dredging services and also engages in land reclamation activities.
Koninklijke Boskalis Westminster N.V. has positions in strategic partnerships in the Middle East (Archirodon) and in offshore services (Lamnalco). The company operates its own fleet of vessels.
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.boskalis.com.
Randstad NV (ISIN NL0000379121)
Randstad NV provides temporary employment services. The company places workers for temporary assignments in educational, secretarial and banking, information technology, engineering, and finance positions. Randstad operates 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.randstad.com.
UMICORE (ISIN BE0974320526)
UMICORE is a materials technology company. The company operates in advanced materials, precious metal products and catalysts, along with zinc specialties. Umicore has industrial operations on all continents.
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.umicore.com.
Wolters Kluwer N.V. (ISIN NL0000395903)
Wolters Kluwer N.V. provides information services to professionals in the areas of legal, business, tax, accounting, finance, audit, risk, compliance and healthcare. The company provides its customers information-enabled tools and software solutions to manage their business efficiently. Wolters Kluwer N.V. operates in over 40 countries in Europe, North America, Asia Pacific and Latin America.
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.wolterskluwer.com.
NN Group N.V. (ISIN NL0010773842)
NN Group N.V. operates as an insurance and investment management company. The company offers life and non-life insurance, group and individual non-life insurance, and motor, transport, fire, liability, travel, and income insurance.
NN Group N.V. serves customers in the Netherlands.
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.nn-group.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.
Signify N.V. (ISIN NL0011821392)
Signify N.V. operates as a light manufacturing company. The company, through its subsidiaries, is involved in the development, manufacturing, and application of lighting products, systems, and services. Signify 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.signify.com.
Ferrari NV (ISIN NL0011585146)
Ferrari NV designs and manufactures sports cars. The company offers new and used vehicles, warranty programs, financial supports, and maintenance, as well as watches, apparels, earphones, caps, and other accessories. Ferrari markets its products 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.ferrari.com.
ASM International NV (ISIN NL0000334118)
ASM International N.V. develops, manufactures, markets, and services machines used to produce semiconductors.
The company manufactures machines that process silicon wafers, and assemble and package semiconductors.
ASM operates in Europe, the United States, Japan, and elsewhere in Asia.
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.asm.com.
RELX PLC (ISIN GB00B2B0DG97)
RELX PLC provides information solutions for professional customers across industries. The company publishes information for the scientific, medical, legal, and business sectors. RELX serves customers worldwide. Dually-listed company with RELX NV.
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.relx.com.
(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 Long (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%
What are the key risks that are specific to the Issuer?
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 below 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 Settlement Price of the Underlying exceeds the Current Financing Level, 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 below 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% plus 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 plus 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: 09 April 2021
Minimum Exercise Size: In respect of each Series: see table below Issue Date: 09 April 2021