What happens in practice if the project promoter defaults on payment?

Any Bondholder may request early repayment of all or part of their Bonds if a “Default Event” occurs, in accordance with the Key Investment Information Sheet for the Project.

Default Events are as follows:

a) non-payment: failure to pay interest or principal under the Bonds ;

(b) absence of information: failure by the Issuer to notify BeeBonds of the information required in connection with the Notes;

(c) breach of other covenants: the breach by the Issuer of its covenants in respect of the Bonds (other than those relating to payment), and the breach by the Issuer of its covenants to BeeBonds as defined in the Terms and Conditions;

d) reorganisation / change of activities: reorganisation of the Issuer involving a significant reduction in the Issuer's assets or a substantial change in the Issuer's activities which would be detrimental to the interests of the Bondholders;

(e) bankruptcy/liquidation: the Issuer is in cessation of payments, or proceedings for the appointment of a liquidator, judicial administrator or ad hoc trustee, amicable or judicial liquidation or dissolution, amicable or judicial moratorium of all or part of its debts, judicial reorganisation proceedings or bankruptcy or any similar proceedings affecting the Issuer are implemented.

Bondholders’ Representative
Bondholders will appoint a Bondholders’ Representative in the Key Investment Information Sheet, in accordance with Article 7:63 of the Companies and Associations Code.
The Bondholders’ Representative may bind all Bondholders with respect to third parties, within the limits set by law. He/she may notably represent the Bondholders in insolvency proceedings, in the event of seizures, or in any other collective procedures, acting in his/her own name but on behalf of the Bondholders, without disclosing their identity.
The Bondholders’ Representative also acts in his/her own name, but on behalf of the Bondholders, as the beneficiary of collateral or securities granted as a guarantee of the Bond Loan.

In this context, the Bondholders’ Representative may:

• Represent (future) Bondholders during the signing of the Guarantee Agreement, with Bondholders ratifying it by accepting the Terms and Conditions;
• In the event of Default, enforce the Guarantee on behalf of the Bondholders, in line with the terms and conditions of the Guarantee Agreement. For this purpose, the Representative may notify the Default to the Guarantors and demand execution of the Guarantee on behalf of the Bondholders;
• Act in court and represent Bondholders in any litigation or proceedings to ensure enforcement of the Guarantee. All costs advanced by the Representative for such litigation will be reimbursed, with priority, from amounts collected from the Guarantors;
• Coordinate the release of the Guarantee into a bank account opened on behalf of the Bondholders, possibly via a Belgian notary, to release funds in their favor;
• Establish the list of Bondholders and calculate the total amount the Guarantors must pay to them (including its distribution among Bondholders);
• Sign any deed or document relating to the above, and more generally, do all that is necessary or useful to carry out his/her role and enforce the Guarantee for the benefit of the Bondholders.

The Bondholders’ Representative must exercise his/her powers exclusively in the interest of the Bondholders. He/she must regularly inform Bondholders of any steps taken in connection with his/her mission and notify them of any conflict of interest that may arise in relation to it.

The Bondholders’ General Meeting may dismiss the Representative at any time, provided that it simultaneously appoints one or more new representatives. The General Meeting deliberates and decides in accordance with Article 7:170 of the Companies and Associations Code.

Who represents the Bondholders, when the Provider uses a Financing Vehicle?
In this case, the Financing Vehicle has complete freedom to request or not the early redemption, total or partial, voluntary or forced, of the Underlying without its decision or responsibility being questionable in this respect by the Bondholders.
It may not, however, grant payment deadlines or deferral to the Project Sponsor without the agreement of the General Meeting of Bondholders.