Cluj-Napoca, 8 G
Total Page：16
File Type：pdf, Size：1020Kb
BANCA TRANSILVANIA S.A. Romanian joint-stock company registered under no. J12/4155/16.12.1993 Central headquarters: Cluj-Napoca, 8 G. Baritiu Street, Romania PROSPECTUS FOR THE OFFERING OF 50,000,000 SUBORDINATED UNSECURED CONVERTIBLE BONDS OF 2013, DUE 2020 each with a face value of EUR 0.60 and a floating annual interest rate based on EURIBOR 6 month + a spread set at 6.25% convertible into shares of Banca Transilvania S.A. Period of the Offer: 09.04.2013-08.05.2013; 09.05.2013-21.05.2013 Approved by CNVM by decision no. 304 of 04.04.2013 Lead Manager, Distribution Agent and Paying Agent The approval affixed to this public offering Prospectus does not represent a guarantee or imply any other form of assessment by the National Securities Commission of the transaction merits, advantages, disadvantages, profit or risks involved by the acceptance of the offering. The approval decision certifies only the compliance of the Prospectus with the law and norms adopted for the enforcement thereof. 1 NOTE TO INVESTORS This Prospectus includes information related to the offering of 50,000,000 subordinated unsecured convertible Bonds of 2013, due 2020 in the aggregate principal amount of Euro 30,000,000 issued by Banca Transilvania S.A. and intermediated by BT Securities S.A.. The information contained in this Prospectus has been released by the Issuer or derives from public sources, as indicated herein. The Broker conducted no independent verification, nor gave its own interpretation to this data, and it can offer no express or implicit warranty regarding the correctness and completeness of this information provided by the Bank; nothing contained in this Prospectus shall be construed as the Broker’s recommendation to invest or as an educated opinion with regard to the Issuer’s situation. Investors are recommended to take decisions based on their own analysis of the Bank, the banking environment in general and Romania’s situation in particular, considering the advantages and risks highlighted in this Prospectus. The Bank’s estimates, prospects and plans set forth in this Prospectus are given in good faith and cannot be viewed as commitments on the part of the Issuer. No person has been authorized to supply any information or make any representations other than those contained in this Prospectus, and if given or made, such information or representation must not be relied upon as having been authorized by the Bank or the Broker. None of the information provided by the Bank regarding the Bank contained in this Prospectus shall be construed as a representation or analysis by the Broker. Upon review of this Prospectus, the Bank confirms that, to its knowledge, the Prospectus discloses all material information with respect to the Bank and the Bonds, such information is true and accurate in all material respects, all opinions, expectation and intentions of the Bank expressed in this Prospectus are made in good faith and there is no other fact or aspect that has not been disclosed in this Prospectus (i) that would be necessary for investors to properly evaluate the assets, liabilities, financial status and rights deriving from the Bonds; (ii) the omission of which would result in the statements contained in this Prospectus being misleading in certain relevant aspects of the Bank's activity; and (iii) that, in the context of the offer, is material and should be included in the Prospectus. In addition, the Bank confirms that the "Prospectus Summary" included in this Prospectus accurately reflects the information included in the Prospectus, and is not contradictory to other parts of the Prospectus. However, it is strongly recommended that potential investors review the entire Prospectus prior to making any investment decision. The National Securities Commission authorized this Prospectus by decision No. 304 of 04.04.2013. 2 The authorization notice affixed to this Prospectus does not represent a guarantee or other form of assessment by the National Securities Commission of the merits, advantages or disadvantages, profit or risks of the transactions to be performed by accepting the offering subject matter of the approval notice; the authorization notice only certifies the compliance of the offer with the legislation and norms adopted for the enforcement thereof. When deciding whether to invest in the Bonds offered through this offering or not, investors must rely on their own analyses with respect to the Bank, the terms of the offer, including the related advantages and risks (please see the "Risk Factors" section of this Prospectus). Potential investors must not construe the contents of the Prospectus as a recommendation to invest or as a recommendation with respect to the legal and financial aspects. Each Bond subscriber must be aware of and comply with all relevant laws and regulations in force and must obtain all necessary approvals and permits in this respect. Neither the Bank nor the Broker is responsible with respect to this matter. This Prospectus does not constitute an offer or invitation made by the Bank or on behalf of the Bank or the Broker to subscribe for Bonds in any jurisdiction where such offer or invitation is not authorized or is illegal or to investors that may not legally subscribe. The persons obtaining this Prospectus are requested to be aware of the restrictions and limitations of the offer and to comply with such restrictions and limitations. The Bonds will be offered in Romania through an offering that addresses only to the existing shareholders of the Issuer, registered in the Shareholders’ Register as at the Registration Date of 21 May 2012 and Qualified Investors as defined in the Capital Market Law and the Romanian regulations. The Bonds have not been offered or sold and will not be offered or sold directly or indirectly to any other person in Romania and the Prospectus or any other offer material regarding the Bonds has not been distributed or caused to its distribution and will not be distributed or not will determine its distribution to other people in Romania, directly or indirectly. In some countries the distribution of this Prospectus or the offer or sale of the Bonds may be subject to specific rules. Individuals or legal persons in possession of this Prospectus are required to inform themselves about and to comply with any such restrictions a. The Issuer represents to investors that the only persons responsible for the drawing the Prospectus are the Bank and BT Securities and no other person is involved or accepts liability for the Prospectus. Upon the review of this Prospectus, each of the Bank, represented by Mr. Nicolae Tarcea, Deputy CEO and BT Securities, represented by Mr. Rares Nilas, General Manager, accepts the 3 liability for the contents hereof and confirms that the information supplied in this Prospectus is true and accurate and that there are no omissions or false statements. The Prospectus and its Annexes may be reviewed at the Broker’s headquarters (Cluj-Napoca, Bld. 21 Decembrie 1989, nr.104, et 1) and the headquarters of the Issuer (Cluj-Napoca, G. Baritiu Str. No.8, 2nd floor). NOTE ABOUT FORWARD-LOOKING STATEMENTS Some of the statements in this Prospectus constitute forward-looking statements regarding the future prospects of Banca Transilvania. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those listed under "Risk Factors" and elsewhere in this Prospectus. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "outlook," "potential" or "continue" or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee any future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Prospectus. 4 TABLE OF CONTENTS PROSPECTUS SUMMARY........................................................................................................6 DEFINITIONS.............................................................................................................................22 I. REGISTRATION DOCUMENT............................................................................................29 1. LIABLE ENTITIES...................................................................................................................29 2. BANK’S AUDITOR..................................................................................................................29 3. SELECTED FINANCIAL INFORMATION............................................................................30 4. RISK FACTORS.......................................................................................................................38 5. INFORMATION ABOUT THE ISSUER.................................................................................49 6. OVERVIEW OF ACTIVITIES.................................................................................................51 7. THE ORGANIZATIONAL STRUCTURE...............................................................................56