Training document. This prospectus, the company, the banks
and every figure in it are fictional. It is a simplified teaching text in short form, not a real offering document
or a published or market standard form. Copper chips like Explained in Ch. 4 link
each section to the chapter that explains it; they are not part of the Prospectus.
PROSPECTUS DATED 10 SEPTEMBER 2026
VALKENRADE HOLDING B.V.
(incorporated with limited liability in the Netherlands)
€300,000,000 4 per cent. Notes due 2033
Issue price: 100 per cent. of the principal amount
Valkenrade Holding B.V. (the “Issuer”, and with its subsidiaries the “Group”) will issue its €300,000,000 4 per
cent. Notes due 2033 (the “Notes”) on 15 September 2026. The Notes bear interest at 4 per cent. per annum, payable
annually on 15 September from 2027, and will be redeemed at par on 15 September 2033 unless redeemed earlier under
Condition 6. They are senior, unsecured, not guaranteed and governed by English law. They are in bearer form, in
denominations of €100,000 and integral multiples of €1,000 up to €199,000.
This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority
under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Central Bank only approves this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
That approval is not an endorsement of the Issuer or of the quality of the Notes. Investors should make their own
assessment of whether to invest in the Notes.
Application has been made to Euronext Dublin for the Notes to be admitted to its Official List and to trading
on its regulated market, which is a regulated market for the purposes of Directive 2014/65/EU (“MiFID II”).
The Notes are expected to be rated BBB- by a credit rating agency established in the European Union and
registered under Regulation (EC) No 1060/2009. A rating is not a recommendation to buy, sell or hold
securities, and the agency may suspend, reduce or withdraw it at any time.
The Notes are issued in new global note form to allow Eurosystem eligibility, which does not mean they will
be recognised as Eurosystem collateral.
The Notes have not been and will not be registered under the US Securities Act of 1933 and may not be offered
or sold in the United States (see “Subscription and Sale”). Investing in the Notes involves risks (see “Risk
Factors”).
The Issuer considers these risks specific and material. In each category, the most material
comes first.
Risks relating to the Group's business
Higher electricity prices could reduce the Group's profits.
Cold storage uses much electricity, and most customer contracts let the Group pass on higher
costs only once a year.
The loss of a large customer could reduce the Group's
revenue. The Group's ten largest customers bring in much of its revenue.
Stricter rules on refrigerants could require costly
work. EU rules are phasing out gases used to cool the Group's older warehouses, whose systems
may need replacing sooner or at greater cost than planned.
A fire or breakdown could close a large warehouse. Stored goods
could be destroyed and the warehouse closed for months, and insurance may not cover every loss.
The two new warehouses may be late or over budget. Delays in
permits, construction or grid connection would raise their cost and delay their revenue.
Risks relating to the Group's financing
The Issuer may be unable to refinance the Notes. The
Issuer expects to repay the Notes in 2033 with new borrowing, which may not be available on acceptable
terms.
Secured creditors would be paid before Noteholders. Condition 3
does not restrict security for bank loans or other debt that is not Relevant Indebtedness. Secured creditors are
paid from their security first.
Risks relating to the Notes
Creditors of the Issuer's subsidiaries would be paid before
Noteholders. The Issuer is a holding company and its subsidiaries do not guarantee the Notes. In a
subsidiary's insolvency, its creditors are paid from its assets first.
A Noteholder with less than €100,000 may not receive a
definitive Note. The Notes trade in steps of €1,000 above €100,000. A holder with less than €100,000 in
its account when definitive Notes are issued would receive none for that amount.
The Notes may be redeemed early. The Issuer may redeem the
Notes under Condition 6: at par after a change in Dutch tax law or from 15 June 2033, and before then at the
Make-whole Redemption Amount. A Noteholder may then be unable to reinvest the proceeds at a similar return.
The price of the Notes will fall if market interest rates
rise. The Notes pay a fixed rate of 4 per cent. per annum until they are redeemed.
There may be no active market for the Notes, and their rating may
change. Noteholders may be unable to sell their Notes at a fair price, and a lower rating would reduce
that price.
Decisions of a majority bind all Noteholders. A resolution
passed under Condition 12 binds Noteholders who did not vote or voted against it.
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