Etex SA - Bond Issue - link to Prospectus - 04/09/2012

Press releaseThe Belgian building materials group Etex announced today the issuance of a bond in Belgium. The bond has a term of 4 years and 6 months, maturing in 2017. It offers a fixed annual coupon of 5 %. Etex wants to raise a minimum of 100 million euro, which will be used for the reimbursement of a bridge loan.

The bond can be purchased in denominations of 1.000 euro. The offer period begins on 6 September 2012 (9:00) till 20 September 2012 (16:00), subject to early closure. The issue date is 27 September 2012. Etex applied for the listing of the bond on the regulated market of the NYSE Euronext Brussels.

Fons Peeters, CEO of Etex: “We will use the net proceeds of the bonds to partially repay the bridge loan contracted to finance the acquisition of the gypsum activities of Lafarge. In this way we are diversifying our sources of finance."

BNP Paribas Fortis, ING and KBC Bank are mandated as joint lead managers and active joint bookrunners in order to manage the issuance of the bond.

Further information regarding this public offering may be obtained from the relevant financial institutions and can be found in the accompanying prospectus. The prospectus of 3 September 2012, approved by the Financial Services and Market Authority (FSMA), is available from the joint lead managers as well as on the group’s website: www.etexgroup.com.

Below is an overview of the main features of the bond:


Issuer  Etexco NV 
Guarantors Etex SA and certain other limited companies (EM Holdings UK Ltd, Eternit SA, Inversiones Etex Chile Limitada, Merilux Sàrl, Nefibouw BV and Promat International NV) as described in more detail in the prospectus (the terms contain detailed provisions relating to any release and substitution of the guarantors (other than Etex SA)). (The guarantee may not be considered by investors as a key factor in their investment decision)
Denominations  Denominations of € 1.000
Form and Status  Dematerialized securities 
Offer Period  From 6 September 2012 at 9:00 till 20 September 2012 at 16:00 (subject to early closure) 
Allocation  The prospectus contains detailed provisions on the allocation of the bonds and the reduction of subscriptions in the event of oversubscription. 
Issue Date  27 September 2012 
Annual Coupon  5 % per year on 31 March 
Issue Price  101 % of the nominal value (for retail investors) 
Gross Yield  4.755% (annually on the basis of 101 % of the issue price) 
Maturity Date  31 March 2017 (subject to early repayment, as described in the terms of the bonds) 
Reimbursement  100 % 


About Etex

Etex is a Belgian industrial group that is specialised in manufacturing and marketing building materials. Its four core businesses are: cladding and building boards in fibre cement and plaster, roofing materials, passive fire protection and high performance insulation, and ceramic floor and wall tiles. In Belgium, apart from its headquarters, Etex has three productions sites and two R&D centres.
With over 18,000 employees operating on 121 production sites in 44 countries and with an annual turnover of more than 3 billion euro, Etex is an international player in sustainable building materials and solutions. For more information: www.etexgroup.com.

More information

Regine Van Tomme Corporate Communications Director
Tel. + 32 2 778 12 11 or +32 2 778 12 84

Important information

Before making an investment decision and carrying out a transaction with respect to the Bonds, investors must ensure that they have a correct understanding of the transaction and that they can make an independent assessment of the appropriate character of the transaction in light of their objectives. Investors must ensure that they have sufficient information available with respect to the Issuer and the Bonds prior to making an investment in the Bonds. In their investment decision, the investors should take into consideration the information contained in the prospectus, including the risk factors as described on page 24 of the prospectus and not only this announcement. Investors cannot take into account the guarantee as a decisive element in their investment decision.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This announcement is not for distribution, directly or indirectly in the United States of America, Canada, Japan or Switzerland, or any other jurisdiction where distribution would not be permitted by law. The Bonds are not offered in the United States of America. In the European Economic Area (except Belgium and Luxembourg) this announcement is only directed at qualified investors at qualified investors within the meaning of directive 2003/71/EC (as amended). No announcement or information with respect to the Bonds may be distributed to the public in other jurisdictions than Belgium and Luxembourg if the applicable legal requirements have not been complied with. The Issuer is not responsible for non-compliance of applicable legal requirements by other persons.

Disclaimer

The document you are about to read is the electronic version of a prospectus regarding a public offering in Belgium and the Grand Duchy of Luxembourg by Etexco NV (the “Issuer”) of 5.00% Fixed Rate Bonds due 31 March 2017 (the “Bonds”) in accordance with regulations applicable in Belgium and the Grand Duchy of Luxembourg (the "Prospectus"). The Prospectus was approved by the FSMA on 3 September 2012. It is exclusively intended for Belgian and Luxembourg residents who are physically present in Belgium or the Grand Duchy of Luxembourg, as well as for persons residing outside these countries, who can access it and accept the offering in accordance with the applicable law and regulations of other countries.

Specifically, residents of a Member State of the European Economic Area other than Belgium or the Grand Duchy of Luxembourg shall not have access to this Prospectus, unless the offering can be done in a Member State by virtue of one of the exemptions provided by Directive 2003/71/EC of the European Parliament and Council on 4 November 2003 regarding the prospectus to be published in the event of a public offering or admission to trading of securities as amended and adapted to each Member State (the "Prospectus Directive"), insofar as such offering in any Member State does not require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

In general, any individual wishing to access the Prospectus must first ensure that this access does not violate the applicable legislation or regulations. The Issuer shall not be liable in the event of a violation of such restrictions by any individual.

The Prospectus does not in any way constitute an offering or invitation to subscribe Bonds in any country in which the access to the Prospectus, the offering, or the invitation, could be illegal and cannot in any circumstance whatsoever be used for this purpose or in these circumstances.

The Issuer did not, and does not intend to, make any effort to offer its securities to the public outside Belgium and the Grand Duchy of Luxembourg; it has obtained no authorization for the distribution of the Prospectus in any jurisdiction other than Belgium and the Grand Duchy of Luxembourg.

The Prospectus may not be directly or indirectly distributed or circulated in the United States of America, in Switzerland or in any other jurisdiction that deems the distribution or circulation of such information illegal.

In particular, the Prospectus does not constitute an offering of securities in the United States of America or in any other country. Securities may be neither offered nor sold in the United States of America without registration or registration exemption pursuant to the 1933 US Securities Act as amended (the "Securities Act"). The Issuer does not intend to register the offering, in whole or in part, in the United States of America or to initiate a public offering in the United States of America and, subject to certain exceptions, the Bonds shall not be offered, sold or distributed on the territory of the United States of America or to citizens of the United States or to their benefit. The offering takes place outside of the United States of America in accordance with regulations enacted pursuant to the Securities Act.

The circulation of the electronic version of the Prospectus on a website different than the websites included in the following paragraph and its duplication, distribution or dissemination in paper or electronic form are strictly prohibited. The Issuer shall under no circumstances be held liable in the event of illegal duplication or distribution of the Prospectus.

Investors are invited to carefully read the Prospectus of 3 September 2012 which was approved by the FSMA on 3 September 2012. The Prospectus is available in English and its summary is available in Dutch and French. These documents are available free of charge upon request to the Issuer (+02 778 12 84). They are also available on the websites of the Group (www.etexgroup.com), the website of the FSMA (www.fsma.be), ING België (www.ing.be (Investing – Bonds )), KBC Bank (www.kbc.be) and BNP Paribas Fortis (www.bnpparibasfortis.be (under "Save and Invest")), and in the local agencies of ING Belgium, KBC Bank and BNP Paribas Fortis, and via phone banking (ING Belgium: +32 2 464 61 01, KBC Bank: +32 78 15 21 53 and BNP Paribas Fortis: +32 2 433 40 31).

Link to prospectus

I wish to read the Prospectus and hereby certify (1) that I have read and agreed to the disclaimer above; (2) that I am either a Belgian or Luxembourg resident physically present in Belgium or the Grand Duchy of Luxembourg or a resident outside of Belgium or the Grand Duchy of Luxembourg who has access to the Prospectus and can accept the offering in accordance with applicable legislation and regulations of other countries; (3) that I agree to refrain from duplicating, distributing or circulating the Prospectus whether in paper or electronic form; (4) that I hereby confirm my agreement to the restrictions stated heretofore.