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19 December 2016 Euro Medium Term Note Programme Offering Circular 1.38 MB

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19 December 2016 Euro Medium Term Note Programme Offering Circular 1.38 MB Offering Circular dated 16 December 2016 BANK OF CYPRUS PUBLIC COMPANY LIMITED (incorporated in the Republic of Cyprus as a limited liability company under the Cyprus Companies Law, Cap.113, Registered in Cyprus under no. 165) €4,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this Offering Circular (the “Programme”), Bank of Cyprus Public Company Limited (the “Bank”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). Notes that may be issued under the Programme include (i) Notes issued on an unsubordinated basis as described in Condition 3(a) (“Senior Notes”); and (ii) Notes issued on a subordinated basis and which rank as described in Condition 3(b) (“Senior Subordinated Notes”) or Condition 3(c) (“Tier 2 Capital Notes”, and, together with the Senior Subordinated Notes, “Subordinated Notes”) as indicated in the applicable Pricing Supplement (as defined below). The aggregate nominal amount of Notes outstanding will not at any time exceed €4,000,000,000 (or the equivalent in other currencies). Application has been made to the Luxembourg Stock Exchange (the “Luxembourg Stock Exchange”) in its capacity as market operator of the Euro MTF Market of the Luxembourg Stock Exchange (the “Euro MTF Market”) under Part IV of the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilieres), as amended (the “Luxembourg Act”) to have Notes issued under the Programme admitted to trading on the Euro MTF Market and listed on the official list of the Luxembourg Stock Exchange (the “Official List”) for a period of 12 months from the date of this Offering Circular. The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”) but is subject to the supervision of the financial sector and exchange regulator, the Commission de Surveillance de Secteur Financier (the “CSSF”). This Offering Circular constitutes a base prospectus for the purpose of the Luxembourg Act. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information, including any other terms and conditions not contained herein, which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set forth in a pricing supplement (the “Pricing Supplement”) which, with respect to Notes to be admitted to trading on the Euro MTF Market, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche and published in accordance with the rules and regulations of the Luxembourg Stock Exchange, as amended from time to time. This Offering Circular and any supplement thereto will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu). References in this Offering Circular to Notes being “listed” (and all related references) shall mean that such Notes are intended to be admitted to listing on the Official List and admitted to trading on the Euro MTF Market. Notes issued pursuant to the Programme may be listed on such other or further stock exchange(s) as may be agreed between the Bank and the relevant Dealer. In addition, unlisted Notes may be issued pursuant to the Programme. The applicable Pricing Supplement in respect of the issue of any Notes will specify whether Notes will be listed on the Luxembourg Stock Exchange (and/or on any other stock exchange). The Notes of each Series (as defined on page 43) in bearer form will be represented on issue by a temporary global note in bearer form, without interest coupons (each a “temporary Global Note”) or a permanent global note in bearer form, without interest coupons (each a “permanent Global Note” and, together with the temporary Global Notes, the “Global Notes”). Notes in registered form will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes (as defined below) of one Series and may be represented by a Global Certificate (as defined below). If the Global Notes are stated in the applicable Pricing Supplement to be issued in new global note (“NGN”) form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”). If a Global Certificate is held under the New Safekeeping Structure (the “NSS”), the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) and Global Certificates which are not held under the NSS will be deposited on the issue date of the relevant Tranche either with (a) a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the “Common Depositary”) or (b) such other clearing system as agreed between the Bank and the relevant Dealer. Interests in temporary Global Notes will be exchangeable for interests in permanent Global Notes, or if so stated in the applicable Pricing Supplement, definitive Notes (“Definitive Notes”), after the date falling 40 days after the completion of the distribution of such Tranche (as defined in “General Description of the Programme”) upon certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes in whole but not in part as described under “Summary of Provisions Relating to the Notes while in Global Form”. Notes of each Tranche of each Series to be issued in registered form (“Registered Notes”) and which are sold in an “offshore transaction” within the meaning of Regulation S (“Unrestricted Notes”) under the U.S. Securities Act of 1933 (the “Securities Act”) will initially be represented by a permanent registered global certificate (each an “Unrestricted Global Certificate”), without interest coupons, which may be deposited on the issue date (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, with a common depositary on behalf of Euroclear and Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg, or delivered outside a clearing system, as agreed between the Bank and the relevant Dealer. Registered Notes which are sold in the United States to qualified institutional buyers within the meaning of Rule 144A under the Securities Act (“Restricted Notes”) will initially be represented by a permanent registered global certificate (each a “Restricted Global Certificate” and, together with the “Unrestricted Global Certificate”, the “Global Certificates”), without interest, which may be deposited on the issue date either with (a) a common depositary on behalf of Euroclear and Clearstream, Luxembourg, or (b) a custodian (the “Custodian”) for, and registered in the name of Cede & Co. as nominee for, The Depositary Trust Company (“DTC”). Beneficial interests in Global Certificates held by Euroclear, Clearstream, Luxembourg and/or DTC will be shown on and transfers thereof will be effected only through, records maintained by Euroclear, Clearstream, Luxembourg and/or DTC and their participants. See “Clearing and Settlement”. The provisions governing the exchange of interests in the Global Notes and in each Global Certificate are described in “Summary of Provisions Relating to the Notes while in Global Form”. Tranches of Notes (as defined in “General Description of the Programme”) to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the applicable Pricing Supplement. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) on credit rating agencies (the “CRA Regulation”) will be disclosed in the applicable Pricing Supplement. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The issue price and the amount of the relevant Notes will be determined, before filing of the applicable Pricing Supplement of each Tranche, based on then prevailing market conditions. ARRANGER BofA Merrill Lynch DEALERS BofA Merrill Lynch Bank of Cyprus Barclays Citigroup Credit Suisse Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Natixis UBS Investment Bank This Offering Circular does not comprise a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. When used in this Offering Circular, “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EC), and includes any relevant implementing measure in a relevant Member State of the European Economic Area. This Offering Circular has been prepared for the purpose of giving information with regard to the Bank and its subsidiaries and affiliates taken as a whole (the “Group”) and the Notes which, according to the particular nature of the Bank and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Bank.
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