ADVERTISEMENT – this document is an advertisement for the purposes of the Prospectus Regulation (as defined below)
Kinepolis Group NV launches a retail bond issuance for an expected amount between €100 million and €150 million
Ghent, 19 November 2025 – Kinepolis Group NV (the “Issuer”), with registered seat in Brussels (Belgium), announces the launch, with the subscription period starting as from Friday 21 November 2025, of the issuance of bonds with a maturity of 5 years for an expected minimum aggregate nominal amount of €100 million and an expected maximum aggregate nominal amount of €150 million (the “Bonds”).
The issuance will be in the form of an offer to the public in Belgium, open to retail investors and qualified investors. An application has been or will be made to Euronext Brussels for the Bonds to be listed and admitted to trading on the regulated market of Euronext Brussels. The Bonds are expected to be issued on 3 December 2025 in denominations of €1,000 each and at an issue price of 100%. The Bonds will have an interest rate of 5.00% per annum, subject to adjustment as indicated in the terms and conditions of the Bonds, payable on 3 December of each year, from 3 December 2026 until and including the maturity date on 3 December 2030.
The net proceeds from the issue of the Bonds are expected to be used by the Issuer for its general corporate purposes, including the refinancing of existing indebtedness and for the expansion of the activities and business of the Group. The net proceeds will not be used to finance the acquisition of the operations of Emagine Entertainment, for which the Issuer has secured a EUR 100 million incremental facility.
The gross actuarial yield will amount to 5.00%, while the net actuarial yield (namely the gross yield less withholding tax at the current rate of 30%) will amount to 3.50%. The yield is calculated on the basis of the issue of the Bonds on their issue date, the issue price and the standard interest rate of 5.00% per annum (which is subject to adjustment as indicated in the terms and conditions of the Bonds) and is based on the assumption that the Bonds will be held until their maturity date. The yield is not an indication of future yield if the Bonds are not held until their maturity date. Potential investors will be able to subscribe to the Bonds through Belfius, ING and KBC Bank (acting as Joint Bookrunners and Joint Lead Managers) without being charged any fees by the Issuer or these banks. It is possible that other financial institutions through which an investor may subscribe to the Bonds would charge commissions, provisions or other fees. Investors should inform themselves about such costs.
The Bonds will be governed by Belgian law and will, unless previously purchased, cancelled or redeemed, be repaid at 100% of their principal amount (excluding any costs that third parties may charge from time to time) on their maturity date.
IMPORTANT NOTICE
These Bonds constitute unsecured and unguaranteed debt instruments. An investment in the Bonds involves risks. By subscribing to the Bonds, investors lend money to the Issuer who undertakes to pay interest on an annual basis and to reimburse the principal amount of the Bonds on their maturity date. In case of bankruptcy or default by the Issuer, the investors may not recover the amounts they are entitled to and risk losing all or part of their investment. The Bonds are structurally subordinated to the current and future secured debt obligations of the Issuer and the current and future secured and unsecured debt obligations of the Issuer’s subsidiaries and do not benefit from a security or guarantee, which could affect the Bondholders’ ability to obtain full or partial repayment in respect of the Bonds and to receive interest payments under the Bonds in situations of insolvency or similar proceedings. The Bonds are fixed rate bonds that are exposed to interest rate risks due to changes in market interest rates and inflation and any investment decision should include an evaluation of interest rates.
An investment decision must solely be based on the information contained in the prospectus prepared in connection with the offer to the public of the Bonds (the “Prospectus”). Before making any investment decision, the investors must read the Prospectus in its entirety in order to fully understand the potential risks and rewards associated with the decision to invest in the Bonds (and, in particular, Part 2 (Risk factors)). Prospective investors should reach their own views before making an investment decision with respect to any Bonds. Each potential investor must investigate carefully whether it is appropriate for this type of investor to invest in the Bonds, taking into account its own circumstances, knowledge and experience and must, if needed, obtain professional advice.
Subscription
The minimum subscription to and denomination of the Bonds amounts to EUR 1,000. The subscription period will run from 21 November 2025 at 9 a.m. (CET) until 26 November 2025 at 5.30 p.m. (CET) (the “Subscription Period”), subject to early termination which can occur at the earliest on 21 November 2025 at 5.30 p.m. (CET) (which is the minimum sales period). All subscriptions that have been validly introduced by retail investors with the Joint Lead Managers before the end of the minimum sales period will be taken into account when the Bonds are allotted, taking into account that in case of oversubscription a proportional reduction may apply.
Retail investors are therefore encouraged to subscribe to the Bonds on the first day of the Subscription Period before 5.30 p.m. (CET).
Belfius, ING and KBC Bank are acting in the capacity of Joint Bookrunners and Joint Lead Managers. Belfius is also mandated as agent in the context of the issue and placement of the Bonds.
Allocation
The initial allocation structure between the Joint Lead Managers for the placement of the Bonds is such that each of the Joint Lead Managers has the right to place 28% of the nominal amount of the Bonds on a best efforts basis (or 84% together), to be allocated exclusively to retail investors in its own retail and private banking network (“Retail Bonds”) at a price equal to 100% of the nominal amount of the Bonds. In addition, the Joint Lead Managers, acting together on a best efforts basis, have the right to place 16% of the nominal amount of the Bonds with third-party distributors and/or qualified investors as a pot deal (“QI Bonds”) at a price equal to 100% (which may be reduced, as the case may be, by a discount) of the nominal amount of the Bonds. If, at 5.30 pm (CET) on the first business day of the Subscription Period, the Retail Bonds assigned to a Joint Lead Manager are not fully placed by such Joint Lead Manager, each of the other Joint Lead Managers having fully placed the Retail Bonds assigned to it shall have the right (but not the obligation) to place such Retail Bonds with retail investors in its own retail and private banking network, on an equal share basis (if possible) between those other Joint Lead Managers. In the event that any Retail Bonds remain unplaced pursuant to the mechanisms described in this paragraph, such Bonds may be allocated by the Joint Lead Managers to the orders relating to QI Bonds, towards third party distributors and/or qualified investors. If the QI Bonds are not fully placed by the Joint Lead Managers, each of the Joint Lead Managers shall have the right (but not the obligation) to place such QI Bonds and any such QI Bonds shall be placed with retail investors in its own retail and private banking network, on an equal share basis (if possible) between those Joint Lead Managers. If not all Bonds are placed at 5.30 pm (CET) on the first business day of the Subscription Period and taking into account the reallocation pursuant to the preceding sentences, each of the Joint Lead Managers shall have the right to place the unplaced Bonds with retail investors and with qualified investors.
Prospectus
The prospectus dated 18 November 2025 and drafted in English (the “Prospectus”) was approved on 18 November 2025 by the Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers) (the “FSMA”) in its capacity as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (as amended, the “Prospectus Regulation”). The Prospectus has been translated in Dutch. The Summary of the Prospectus included in Part 1 (Summary of the Prospectus) has been translated in Dutch and French.
The FSMA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the FSMA should not be considered as an endorsement of the Issuer or of the quality of the Bonds. Investors should read the full Prospectus, in particular Part 2 (Risk factors), before making an investment decision and make their own assessment as to the suitability of investing in the Bonds.
The Prospectus may be consulted on the websites of the Issuer (https://corporate.kinepolis.com/en/investor-relations/retail-bonds), the website of the FSMA (https://www.fsma.be/en/prospectus-iii-ems) and the websites of Belfius and KBC Bank as Joint Lead Managers (Belfius (https://www.belfius.be/obligatie-kinepolis-2025 / https://www.belfius.be/obligation-kinepolis-2025) and KBC (www.kbc.be/bonds/kinepolis2025 / www.kbc.be/fr/bonds/kinepolis2025)).
Complaints
If you have a complaint to make, you can address it to:
Belfius
Your local Belfius branch, your financial advisor or by e-mail at complaints@belfius.be.
If you are not satisfied with the reply, you can contact Belfius Bank NV-SA, Negotiation (number 7913), Karel Rogierplein 11, 1210 Brussels, or by e-mail at negotiation@belfius.be.
ING
ING, Customer Service, Sint-Michielswarande 60, 1040 Brussels or by e-mail, klachten@ing.be.
KBC
You can contact your local KBC bank branch.
If you believe that your suggestion or complaint cannot be addressed by your KBC bank branch or if you are not satisfied with the proposed solution, please contact KBC Complaint Management, Brusselsesteenweg 100, 3000 Leuven, at the phone number 0800 62 084 or by e-mail at klachten@kbc.be.
If you do not find an immediate solution after having contacted the services mentioned above, you can contact the ombudsman in financial conflicts, North Gate II, Koning Albert II-laan 8, box 2, 1000 Brussels at the telephone number 02 545 77 70, or by e-mail at ombudsman@ombudsfin.be.
Contact details of the Issuer
For questions on this press release or for further information, please send an email to investor-relations@kinepolis.com.
DISCLAIMER
THIS COMMUNICATION IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS FORBIDDEN UNDER APPLICABLE LAW.
This communication does not constitute an offer to sell or to subscribe to securities, or an invitation to make an offer to purchase securities or subscribe to securities, and securities shall not be sold or subscribed to in any jurisdiction in which such offer, invitation, sale or subscription would be illegal without advance subscription or qualification under the financial legislation of such jurisdiction.
The issue of, subscription to or purchase of securities is subject to special statutory or regulatory restrictions in certain jurisdictions. Persons who may be in possession of this communication, the Prospectus or Bonds must inform themselves about and comply with these restrictions in connection with the distribution of the Prospectus and the offer and sale of the Bonds. The Issuer is not liable in the event that there is a violation by any person of these restrictions.
No public offering shall be made of any securities referred to in this document in the United States. The securities referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any other supervisory authority of securities of any state or other jurisdiction of the United States. The securities referred to in this document will only be offered and sold to persons outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”) or the securities law of any State or any jurisdiction in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.
This document is not an offering document or prospectus in connection with an offering of securities by the Issuer. Investors may not accept an offering of securities that are mentioned in this document nor acquire them unless they do this on the basis of information contained in the Prospectus. This document is an advertisement for purposes of the Prospectus Regulation.
