Rating: The Securities have not been rated.
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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.
Apple Inc. (ISIN US0378331005)
Apple Inc. designs, manufactures, and markets personal computers and related personal computing and mobile communication devices along with a variety of related software, services, peripherals, and networking solutions.
The company sells its products worldwide through its online stores, its retail stores, its direct sales force, third-party wholesalers, and resellers.
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.apple.com.
Microsoft Corporation (ISIN US5949181045)
Microsoft Corporation develops, manufactures, licenses, sells, and supports software products. The company offers operating system software, server application software, business and consumer applications software, software development tools, and Internet and intranet software. Microsoft Corporation also develops video game consoles and digital music entertainment devices.
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.microsoft.com.
3M Company (ISIN US88579Y1010)
3M Company conducts operations in electronics, telecommunications, industrial, consumer and office, health care, safety, and other markets. The company's businesses share technologies, manufacturing operations, brands, marketing channels, and other resources. 3M Company serves customers in countries located around 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.mmm.com.
Exxon Mobil Corporation (ISIN US30231G1022)
Exxon Mobil Corporation operates petroleum and petrochemicals businesses on a worldwide basis. Its operations include exploration and production of oil and gas, electric power generation, and coal and minerals operations.
Exxon Mobil Corporation also manufactures and markets fuels, lubricants, and chemicals.
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.exxon.com.
Merck & Co., Inc. (ISIN US58933Y1055)
Merck & Co., Inc. is a global pharmaceutical company that discovers, develops, manufactures, and markets a broad range of human and animal health products. Its products include a treatment for elevated cholesterol, a treatment for male pattern hair loss, a preventive treatment for osteoporosis, a treatment for hypertension, and a treatment for allergic rhinitis.
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.merck.com.
NEWMONT CORP (ISIN US6516391066)
Newmont Mining Corporation acquires, explores, and develops mineral properties. The company produces gold from operations in the United States, Australia, Peru, Indonesia, Ghana, Canada, New Zealand and Mexico.
Newmont Mining Corporation also mines and processes copper in Indonesia.
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.newmont.com.
Walmart Inc. (ISIN US9311421039)
Walmart Inc. operates discount stores, supercenters, and neighbourhood markets. Its discount stores and supercenters offer merchandise such as apparel, housewares, small appliances, electronics, and hardware. Walmart markets offer a full-line supermarket and a limited assortment of general merchandise. The company operates nationally and internationally.
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.walmart.com.
NVIDIA Corporation (ISIN US67066G1040)
NVIDIA Corporation designs, develops, and markets three dimensional (3D) graphics processors and related software. The company's products provide interactive 3D graphics to the mainstream personal computer market.
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.nvidia.com.
Nike, Inc. (ISIN US6541061031)
Nike, Inc. designs, develops, and markets athletic footwear, apparel, equipment, and accessory products for men, women, and children. The company sells its products worldwide to retail stores, through its own stores, subsidiaries, and distributors.
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.nike.com.
The Procter & Gamble Company (ISIN US7427181091)
The Procter & Gamble Company manufactures and markets consumer products in countries throughout the world.
The company provides products in the laundry and cleaning, paper, beauty care, food and beverage, and health care segments. Its products are sold primarily through mass merchandisers, grocery stores, membership club stores, drug stores, and neighborhood stores.
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.pg.com.
McDonald's Corporation (ISIN US5801351017)
McDonald's Corporation franchises and operates fast-food restaurants in the global restaurant industry. The company's restaurants serve a variety of value-priced menu products in countries around 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.mcdonalds.com.
Starbucks Corporation (ISIN US8552441094)
Starbucks Corporation retails, roasts, and provides its own brand of specialty coffee. The company operates retail
locations worldwide and sells whole bean coffees through its sales group, direct response business, supermarkets,
and on the World Wide Web. Starbucks Corporation also produces and sells bottled coffee drinks and a line of
ice creams.
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.starbucks.com.
Visa Inc. (ISIN US92826C8394)
Visa Inc. operates a retail electronic payments network and manages globalfinancial services. The company also offers global commerce through the transfer of value and information among financial institutions, merchants, consumers, businesses and government entities.
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.visa.com.
MasterCard Incorporated (ISIN US57636Q1040)
MasterCard Incorporated is a global payment solutions company that provides a variety of services in support of the credit, debit and related payment programs of financial institutions. The company offers transaction processing services for credit and debit cards, electronic cash, automated teller machines, and travellers checks.
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.mastercard.com.
Micron Technology, Inc. (ISIN US5951121038)
Micron Technology, Inc., through its subsidiaries, manufactures and markets dynamic random access memory chips (DRAMs), very fast static random access memory chips (SRAMs), Flash Memory, other semiconductor components, and memory modules.
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.micron.com.
Wells Fargo & Company (ISIN US9497461015)
Wells Fargo & Company is a diversified financial services company providing banking, insurance, investments, mortgage, leasing, credit cards, and consumer finance. The company operates through physical stores, the internet and other distribution channels across North America and elsewhere internationally.
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.wellsfargo.com.
Netflix, Inc. (ISIN US64110L1061)
Netflix, Inc. is an Internet subscription service for watching TV shows and movies. Subscribers can instantly watch unlimited TV shows and movies streamed over the Internet to their TVs, computers and mobile devices and in the United States, subscribers can receive standard definition DVDs and Blue-ray Discs delivered to their homes.
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.netflix.com.
Medtronic plc (ISIN IE00BTN1Y115)
Medtronic plc develops therapeutic and diagnostic medical products. The principal products of the company include those for bradycardia pacing, tachyarrhythmia management, atrial fibrillation management, heart failure management, heart valve replacement, malignant and non-malignant pain, and movement disorders. The products are sold 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.medtronic.com.
Tesla Inc. (ISIN US88160R1014)
Tesla Inc. designs, manufactures, and sells high-performance electric vehicles and electric vehicle powertrain components. The company owns its sales and service network and sells electric powertrain components to other automobile manufacturers.
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.teslamotors.com.
TWITTER INC. (ISIN US90184L1026)
TWITTER INC. provides real-time short messaging and multimedia messaging services that work over multiple networks and devices. The company offers users the ability to write short text messages and to follow the activity of other users.
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.twitter.com.
SPLUNK INC (ISIN US8486371045)
Splunk Inc. develops web based application software. The company provides software that collects and analyzes machine data generated by websites, applications, servers, networks, and mobile devices. Splunk 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.splunk.com.
PayPal Holdings, Inc. (ISIN US70450Y1038)
PayPal Holdings, Inc. operates as a technology platform company that enables digital and mobile payments on behalf of consumers and merchants. The company offers online payment solutions and 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.paypal.com.
Shopify Inc. (ISIN CA82509L1076)
Shopify Inc. provides a cloud-based commerce platform. The company offers a platform for merchants to create an omni-channel experience that helps showcase the merchant's brand.
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.shopify.com.
NXP Semiconductors N.V. (ISIN NL0009538784)
NXP Semiconductors N.V. operates as a global semiconductor company. The company designs semiconductors and software for mobile communications, consumer electronics, security applications, in-car entertainment, and networking. NXP Semiconductors N.V. offers its products to the automotive, identification, wireless infrastructure, lighting, mobile, and computing applications.
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.nxp.com.
Uber Technologies, Inc. (ISIN US90353T1007)
Uber Technologies, Inc. provides ride hailing services. The company develops application for road transportation, navigation, ride sharing, and payment processing solutions. Uber Technologies, Inc. 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.uber.com.
NIO Inc. - ADR (ISIN US62914V1061)
NIO Inc. designs, manufactures and sells smart and connected electric vehicles. It manufactures autonomous driving electric vehicles integrated with next generation technologies and artificial intelligence.
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.nio.com.
Pfizer Inc. (ISIN US7170811035)
Pfizer Inc. is a research-based, global pharmaceutical company that discovers, develops, manufactures, and markets medicines for humans and animals. The products of the company include prescription pharmaceuticals, non-prescription self-medications, and animal health products such as anti-infective medicines and vaccines.
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.pfizer.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 XL 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?
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 Knock Out 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 Knock Out Barrier.
Securityholders may exercise the Securities every 3 month(s), for the first time on 01 March 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
"Exercise Date"), by delivering an exercise notice. Securityholders may only exercise the Securities in a number equal to the