Glossary

B · C · D · E · F · G · H · I · K · M · N · P · Q · R · S · T · W

B

Bookbuilding

Collecting investors’ orders before the rate is fixed. Investors read a draft Prospectus with the rate and the price left blank, and say how much they want and at what rate. Valkenrade’s orders reached three times the Notes on offer, so it decided with the Managers who got how much. Chapter 9 · see Subscription agreement

Business Day

A day when T2, the euro payment system, is open, and banks are open in London and where payment is claimed. A payment due on any other day waits for the next Business Day, with no extra interest, as on Saturday 15 September 2029. Condition 5.3, “Business Day” · Chapter 3

C

Change of control put

The holders’ one right to end the Notes early. After a Put Event, each holder may make Valkenrade repay its Notes at par, with interest. Valkenrade gives notice within 14 days, and a holder who wants out then has 45 days to act. Condition 6.5 · Chapter 4 · see Put Event

Clearing systems

Euroclear and Clearstream, which run the accounts where investors hold the Notes. A holding is an entry in such an account, and every payment reaches holders through them. Once the Common Safekeeper is paid, each accountholder looks only to its clearing system for its share. Prospectus, Global Form · Chapter 3 · see Global note, Common Safekeeper

Comfort letter

A letter from the auditors confirming that the figures in the Prospectus match the company’s accounts and records. The Managers cannot check the numbers themselves, so they rely on the people who audited them. Comfort letters are a condition of the subscription agreement. Chapter 9 · see Subscription agreement

Common Safekeeper

The bank that keeps the global note for both clearing systems. Valkenrade’s global note went to it on the issue date. Each interest payment is made to its order, and from that moment Valkenrade has paid. Prospectus, Global Form · Chapter 9 · see Global note

Conditions

The terms of the Notes: the contract between Valkenrade and every holder. Valkenrade’s English-law solicitors draft them, and the Prospectus prints them in full. They are attached to each global note, so every holder has the same terms, whenever it buys. Prospectus, Terms and Conditions · Chapter 3

Coupon

The market’s word for an interest payment on a bond. The Conditions also use it for the interest slips attached to a paper Note. The Notes stay in the global note, so no paper coupon is ever cut, and the money moves between accounts. Condition 5.1 · Chapter 10

Cross-acceleration

Holders may act under Condition 9.1(c) if a lender to Valkenrade or a Material Subsidiary makes its debt due early because of a default. The same applies to other debt left unpaid after its grace period. Either way, the debt must total €25 million or more. Condition 9.1 · Chapter 5 · see Events of default

D

Deed of Covenant

A promise Valkenrade signs alone, in favour of each accountholder of the clearing systems. If the global note is not exchanged or paid when due, each accountholder takes direct rights against Valkenrade for the amount in its account. Without it, an account entry alone would give no claim. Prospectus, Global Form · Chapter 6 · see Global note

E

Events of default

The failures listed in Condition 9.1 that let a holder demand its money back early. Late payment counts only after 7 days for principal or 14 for interest. While a default continues, each holder may make its own Notes due by written notice to the Fiscal Agent, with no vote. Condition 9.1 · Chapter 5 · see Cross-acceleration

Extraordinary Resolution

The holders’ vote that changes the Conditions, passed by at least 75 per cent of the votes cast at a meeting. It binds every holder, even one who voted against or stayed away. If holders of €200 million vote, €150 million must vote for it. Condition 12.2 · Chapter 6 · see Reserved Matter, Written Resolution

F

Fiscal Agent

The bank that handles payments and paperwork for Valkenrade: the London branch of Hollinde Bank. Condition 11.1 makes it Valkenrade’s agent alone, with no duty to holders. So it need not watch for a breach or act for them, and each holder looks after itself. Condition 11.1 · Chapter 6

G

Global note

One note that stands for the €300 million issue, so no investor gets a paper bond. It starts as a temporary global note, swapped for a permanent one after 40 days, once the owners certify they are not US persons. The Common Safekeeper keeps it for the clearing systems. Prospectus, Global Form · Chapter 9 · see Common Safekeeper, Deed of Covenant

Gross-up

A promise to pay extra if tax is withheld from a payment, so each holder still receives the full sum. Condition 7.1 covers only taxes of the Netherlands. It puts the risk of a change in Dutch tax law on Valkenrade, and the tax call is its way out. Condition 7.1 · Chapter 3 · see Tax call

H

Home Member State

The EU country whose regulator approves a prospectus. For bonds of €1,000 or more each, the issuer may choose its own country or the country where the bonds will be listed. Valkenrade is Dutch but chose Ireland, so the Central Bank of Ireland approved its Prospectus. Chapter 2 · see Regulated market

I

Incorporation by reference

Making a published document part of the Prospectus by naming it instead of reprinting it. Valkenrade’s audited accounts for 2024 and 2025 come in this way, so its responsibility for the Prospectus covers them too. The rules ask for one audited year, and Valkenrade gives two so investors can compare. Prospectus, Documents Incorporated by Reference · Chapter 7 · see Risk factors

Inside information

News that is precise, not public, about the issuer or its bonds, and likely to move their price noticeably. Under MAR, the EU regulation on market abuse, the issuer must announce it as soon as possible. The fire that closed Valkenrade’s largest warehouse in 2027 was inside information. Chapter 10 · see Insider list

Insider list

A list of everyone, staff and advisers alike, who has inside information before it is public. The issuer opens it as soon as the news is inside information and keeps it up to date. If someone trades in the Notes before the announcement, the list shows who knew. Chapter 10 · see Inside information

Investment grade

The top band of credit ratings, for borrowers likely to repay. Its lowest step is BBB-, the rating the Notes are expected to get. Many insurers and funds buy mainly investment-grade bonds, so the rating helps set the rate and shapes the change of control put. Prospectus, cover · Chapter 1 · see Put Event

K

Key information document

A short paper in a fixed form that lets a saver compare products. The PRIIPs Regulation requires one before a PRIIP is sold to retail investors in the European Economic Area. None was prepared for the Notes, so a legend in the Prospectus bars those sales. Prospectus, Important Notice · Chapter 8 · see PRIIP

M

Make-whole call

Valkenrade’s right to repay all or some of the Notes before 15 June 2033. It pays the higher of par and today’s value of the payments holders would still receive up to that date. So holders get at least par, and more if market rates have fallen since the issue. Condition 6.3 · Chapter 4 · see Par call

Managers

The two banks that run the issue, Hollinde Bank and Strelmond Bank. They find the investors, agree to buy the Notes from Valkenrade and sell them on, for a combined commission of €900,000. They also set the Notes’ target market. Prospectus, Subscription and Sale · Chapter 1 · see Subscription agreement

Material Subsidiary

A group company whose total assets or EBITDA (a measure of operating profit) reach 10 per cent of the group’s or more. The latest audited accounts decide, so the list can change each year. The negative pledge and the events of default reach these companies too. Condition 3.2, “Material Subsidiary” · Chapter 5 · see Negative pledge

N

Negative pledge

Valkenrade’s promise not to give security for any other bond or similar security unless the Notes share it equally. It binds each Material Subsidiary too. Bank loans fall outside it, so a bank may still take security over a warehouse. Condition 3.1 · Chapter 5 · see Relevant Indebtedness

P

Par call

Valkenrade’s right to repay all or some of the Notes at par, with interest, from 15 June 2033. The three months before maturity give it time to raise new money and repay at once. Holders give up at most three months’ interest. Condition 6.4 · Chapter 4 · see Make-whole call

PRIIP

Short for packaged retail and insurance-based investment product: broadly, an investment whose payout moves with something outside it, such as market rates. One sold to savers needs a key information document. The Notes’ calls leave it unclear whether they are one, so they are not sold to savers. Prospectus, Important Notice · Chapter 8 · see Key information document

Put Event

What triggers the change of control put. Two things must both happen: someone outside the founding family gains control of Valkenrade, and within 120 days the Notes lose their investment-grade rating. A takeover alone, or a downgrade alone, gives holders nothing. Condition 6.5, “Put Event” · Chapter 4 · see Change of control put, Investment grade

Q

Qualified investor

A professional investor, such as an insurer or a fund, as the Prospectus Regulation defines it. An offer made only to qualified investors needs no prospectus. The Prospectus says any offer of the Notes is made only to them, so nobody can read it as an offer to the public. Prospectus, Important Notice · Chapter 2 · see Regulated market

R

Regulated market

The kind of market with the strictest rules for issuers. Admitting bonds to one needs an approved prospectus, even when the sale needs none. The Notes trade on Euronext Dublin’s regulated market, not its cheaper Global Exchange Market, because some buyers’ own rules favour a regulated market. Prospectus, cover · Chapter 2 · see Home Member State, Qualified investor

Relevant Indebtedness

The debt the negative pledge covers: bonds, notes or similar securities that are, or could be, listed or traded. The test is the form of the debt, not its size. So a bank loan secured on a warehouse falls outside it, but a secured bond is caught. Condition 3.2, “Relevant Indebtedness” · Chapter 5 · see Negative pledge

Reserved Matter

A change at the heart of the deal, such as to a payment date, an amount due or the currency. A meeting on one needs holders of 75 per cent of the Notes present, or 25 per cent if adjourned. Moving the maturity date even slightly is one. Condition 12.1, “Reserved Matter” · Chapter 6 · see Extraordinary Resolution

Risk factors

The part of the Prospectus that tells investors what could stop Valkenrade paying, or make the Notes worth less. Each risk must be specific and material, in a few categories with the most material first. The first draft had 30, and the final Prospectus has 13. Prospectus, Risk Factors · Chapter 7

S

Subscription agreement

The contract, signed on 8 September 2026, under which the Managers agree to buy the Notes at par, less their commission. Each bank is bound for the whole amount. They need not pay if a condition fails before closing, such as the BBB- rating or the comfort letters. Prospectus, Subscription and Sale · Chapter 9 · see Managers, Comfort letter

T

Target market

The investors a product suits, which the firms creating it must decide under MiFID II, the EU law on investment firms. For the Notes, the Managers chose professional investors only, and a legend records it. A firm that later sells the Notes on still makes its own assessment. Prospectus, Important Notice · Chapter 8 · see Qualified investor

Tax call

Valkenrade’s right to repay every Note early at par if a change in Dutch tax law makes it pay extra under the gross-up. The change must take effect after the Notes were priced on 8 September 2026. Valkenrade must also be unable to avoid the cost by reasonable steps. Condition 6.2 · Chapter 4 · see Gross-up

W

Written Resolution

A resolution signed by holders of at least 75 per cent of all the Notes outstanding, with no meeting. It counts as an Extraordinary Resolution and binds every holder. Holders who stay silent count against it, so the bar is higher than at a meeting. Condition 12.3 · Chapter 6 · see Extraordinary Resolution