PROSPECTUS Debenture Issue 2019
Griper Side Investment Bank
The delivery of this Prospectus shall not under any circumstance constitute a representation or create any implication or suggestion that there has been no material change in the affairs of the Bank since the date of this Prospectus. If any material change in the affairs of the Bank occurs subsequent to the Prospectus date and before the Issue opening, same will be notified by way of a market disclosure / an addendum. By acquiring any Debenture, each Debenture Holder irrevocably consents to the Principal Amount of the Debenture and any accrued and unpaid interest thereon being deemed paid in full by the issuance of Ordinary Voting Shares upon occurrence of a Trigger Event and the resulting Non-Viability Conversion required to be effected by the Bank. Upon a Non-Viability Conversion;
i. The Trustees shall not be required to take any further directions from holders/beneficial owners of the Debentures under the Trust Deed and
ii. The Trust Deed shall impose no duties upon the Trustees whatsoever with respect to conversion of the Debentures into Ordinary Voting Shares upon a Trigger Event
iii. Upon the occurrence of a Trigger Event, each outstanding Debenture of this Issue will be converted, on a full and permanent basis
We advise you to read the content of the Prospectus carefully prior to investment.
This investment instrument is riskier than a bank deposit. These Debentures are complex products and have provision for loss absorption in the form of Non-Viability Conversion as set out in the Prospectus. This means that following the occurrence of a Trigger Event as may be determined by the Central Bank of Sri Lanka, the Bank will convert the Debentures into Ordinary Voting Shares. An investor will be deemed paid in full the principlal plus accrued and unpaid interest due on the Debentures, upon such conversion. The number and value of Ordinary Shares to be received on a Non-Viability Conversion may be worth significantly less than the Par Value of the Debentures and can be variable. Please refer to the “Risk Factors Section” of the Prospectus for further details. Each potential investor in these Debentures must determine the suitability of investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether the investor: i. Has sufficient knowledge and experience to make a meaningful evaluation of these Debentures, the merits and risks of investing in the Debentures and the information contained or incorporated by reference in this Prospectus; ii. Has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in these Debentures and the impact the Debentures will have on its overall investment portfolio; iii. Has sufficient financial resources and liquidity to bear all of the risks of an investment in these Debentures; iv. Understands thoroughly the terms of these Debentures, including the provisions relating to the Non-Viability Conversion of the Debentures, and is familiar with the behaviour of financial markets; and v. Is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. A potential investor should not invest in these Debentures unless the investor has the expertise (either alone or with its financial and other professional advisors) to evaluate how the Debentures will perform under changing conditions, the resulting effects on the value of the Debentures and the impact this investment will have on the potential investor’s overall investment portfolio.
Hatton National Bank PLC – Debenture Issue 2019 | i Hatton National Bank PLC – Debenture Issue 2019 | i
Responsi ilit for the ontent of the Prospectus
F R R S P S RS P S SS
The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair disclosure of information in this Prospectus. However, CSE assumes no responsibility for accuracy of the statements made, opinions expressed or reports included in this Prospectus. Moreover, the CSE does not regulate the pricing of Debentures which is decided solely by the Issuer.
Re istration of the Prospectus
ii | Hatton National Bank PLC – Debenture Issue 2019 –
Responsi ilit for the ontent of the Prospectus
Re istration of the Prospectus in urisdictions utside of Sri anka
Representation
F R R S P S RS P S SS
Forward ookin Statements
The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair disclosure of Any Statements included in this Prospectus that are not statements of historical fact constitute “Forward Looking information in this Prospectus. However, CSE assumes no responsibility for accuracy of the Statements”. These can be identified by the use of forward looking terms such as “expect”, “anticipate”, “intend”, statements made, opinions expressed or reports included in this Prospectus. Moreover, the CSE “may”, “plan to”, “believe”, “could” and similar terms or variations of such terms. However, these words are not does not regulate the pricing of Debentures which is decided solely by the Issuer.
Re istration of the Prospectus Bank’s ability se the Bank’s actual future results, performance or achievements to
Hatton National Bank PLC – Debenture Issue 2019 | iii – –
Presentation of urrenc nformation and ther umerical ata The financial statements of the Bank and currency values of economic data or industry data in a local context will be expressed in Sri Lankan upees. References in the Prospectus to “LKR”, “Rupees” or “Rs.” is the lawful currency of Sri Lanka. ertain numerical figures in the Prospectus have been sub ect to rounding ad ustments, accordingly numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
All numerical figures given under Section . of the Prospectus are audited figures unless otherwise stated.
P R
ll ualified nvestors should indicate in the pplication for e entures their entral epositor S stems Private imited S account num er.
n the event the name, address or number passport number company number of the ualified nvestor mentioned in the Application Form differs from the name, address or number passport number company number as per the S records, the name, address or number passport number company number as per the S records will prevail and be considered as the name, address or number passport number company number of such ualified nvestor. Therefore, ualified nvestors are advised to ensure that the name, address or number passport number company number mentioned in the Application Form tally with the name, address or number passport number company number given in the S account as mentioned in the Application Form.
As per the directive of the Securities and xchange ommission made under ircular o. dated nd ovember and ircular o. issued by the S dated th ovember , all ebentures are re uired to be directly deposited in to the S. To facilitate compliance with this directive, all ualified nvestors are re uired to indicate their S account number.
n line with this directive, TH B T S ALL TT T A AL F ST LL B TL P S T TH S A T F S H AL F ST , the details of which is indicated in their Application Form. f the S account number indicated in the Application Form is found to be inaccurate incorrect or there is no S number indicated, the Application will be re ected and no allotments will be made. The Bank may re uire a ualified nvestor to provide such documentation as is reasonably necessary to satisfy itself that the investor is a ualified nvestor.
P S R R F S SS . ualified nvestors, who wish to open a S account, may do so through a ember Trading ember of the S as set out in Annexure or through any ustodian Bank as set out in Annexure of this Prospectus.
iv | Hatton National Bank PLC – Debenture Issue 2019 Hatton ational Bank PL – ebenture ssue iv
Presentation of urrenc nformation and ther umerical ata SS The financial statements of the Bank and currency values of economic data or industry data in a local context will be expressed in Sri Lankan upees. References in the Prospectus to “LKR”, “Rupees” or “Rs.” is the lawful currency of ssuer L K PL Sri Lanka. nstrument asel co pliant ier , Liste , Rate , nsecure , u or inate , Re ee a le ertain numerical figures in the Prospectus have been sub ect to rounding ad ustments, accordingly numerical an year e entures an with a on ia ility figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. on ersion. istin he e entures will e liste on the olo o toc chan e All numerical figures given under Section . of the Prospectus are audited figures unless otherwise stated. um er of e entures n initial ssue of ifty illion , , asel co pliant – ier , Liste , to e ssued Rate , nsecure , u or inate , Re ee a le an year e entures
P R an with a on ia ility on ersion, with an option to issue
up to a further wenty illion , , of sai e entures at the iscretion ll ualified nvestors should indicate in the pplication for e entures their entral epositor S stems of the an in the e ent of an o er su scription of the initial issue an with a Private imited S account num er. further option to issue up to a further hirty illion , , of sai n the event the name, address or number passport number company number of the ualified nvestor e entures at the iscretion of the an in the e ent the first two tranches are mentioned in the Application Form differs from the name, address or number passport number company o ersu scri e . number as per the S records, the name, address or number passport number company number as per the mount to e Raised su of up to ri Lan an Rupees i e illion LKR , , , with an S records will prevail and be considered as the name, address or number passport number company option to issue up to a further ri Lan an Rupees wo illion number of such ualified nvestor. Therefore, ualified nvestors are advised to ensure that the name, address or LKR , , , at the iscretion of the an in the e ent of an o er number passport number company number mentioned in the Application Form tally with the name, address su scription of the initial issue an with a further option to issue up to a further or number passport number company number given in the S account as mentioned in the Application ri Lan an Rupees hree illion LKR , , , at the iscretion of the Form. an in the e ent the first two tranches are o ersu scri e . ntit Ratin “AA l a sta le” Fitch Ratings Lanka Limited As per the directive of the Securities and xchange ommission made under ircular o. dated ssue Ratin “ l a ” by Fitch Ratin s Lan a Li ite for ype an ype e entures nd ovember and ircular o. issued by the S dated th ovember , all ebentures are ssue Price LKR per each e enture re uired to be directly deposited in to the S. To facilitate compliance with this directive, all ualified nvestors are Par alue LKR per each e enture re uired to indicate their S account number. etails of e entures asel co pliant – ier , Liste , Rate , nsecure , u or inate , n line with this directive, TH B T S ALL TT T A AL F ST LL B TL P S T Re ee a le an year e entures an with a on TH S A T F S H AL F ST , the details of which is indicated in their Application Form. f the ia ility on ersion, as escri e elow. S account number indicated in the Application Form is found to be inaccurate incorrect or there is no S number indicated, the Application will be re ected and no allotments will be made. The Bank may re uire a ype ype of enure nterest nnual ffecti e nterest nterest Rate Rate R Pay ent ualified nvestor to provide such documentation as is reasonably necessary to satisfy itself that the investor is a fre uency ualified nvestor.
ype i e Rate years . p.a. . nnual P S R R F S SS . ualified nvestors, who wish to open a S account, may do so through a ember Trading ember of the S as ype i e Rate years . p.a. . nnual
set out in Annexure or through any ustodian Bank as set out in Annexure of this Prospectus.
um er of e entures pplicants are allowe to in est in either
to e Su scri ed
. e entures of ype an or . e entures of ype
u ect to the ini u su scription un er each type as i en elow.
he ini u su scription re uire ent applica le for a ualifie n estor applyin for e t ecurities shall e Rupees en housan LKR , .
Hatton National Bank PLC – Debenture Issue 2019 | v Hatton ational Bank PL – ebenture ssue iv atton ational an PL – e enture ssue
ided h e e the minim m s bsc i ti n e i ement a icab e an indi id a in est a ying ase m iant ebt ec ities sha be R ees Fi e i i n L R
Any A icati n in e cess the minim m s bsc i ti n e i ement sha be in m ti es R ees en h sand L R nterest Pa ment ate s he dates n hich ayment inte est in es ect the ebent es sha a d e hich sha be t e e m nths m the ate A tment and e e y t e e m nths the e m each yea m the ate A tment nti the ate Redem ti n and inc des the ate Redem ti n
nte est d be aid n t ate than th ee king ays m each nte est ayment ate
he Fina inte est ayment i be aid t gethe ith the inci a m ithin th ee king ays m the ate Redem ti n. ode of Pa ment of h gh an e ect nic nd t ans e mechanism ec gni ed by the banking Principal Sum and system i Lanka s ch as L and R he e acc ate bank acc nt detai s nterest a e ided by the ebent e de s s b ect t the e a ent imitati n ith regard to SLIPS and RTGS or by cheque marked “Account Payee Only”. ssue penin ate th e tembe ate of llotment he date n hich the ebent es i be a tted by the ank t A icants s bsc ibing the et losure ate of the b ect t the isi ns c ntained be the s bsc i ti n ist the Su scription ist ebent es i en at a m n th e tembe and i emain en teen a ket ays inc ding the ss e ening date nti c s e at m n th e tembe
e e the s bsc i ti n ist i be c sed n an ea ie date at m ith n ti icati n t the n the cc ence the ing
he ma im m ebent es being y s bsc ibed he a d i ect s the ank decides t c se the ss e n the initia ss e ebent es bec ming y s bsc ibed the initia iss e ebent es and sec nd t anche ebent es bec ming y s bsc ibed
n the e ent the a d i ect s the ank decides t e e cise the ti n t iss e the sec nd t anche t ebent es ha ing s bsc ibed the initia ss e ebent es the thi d t anche t ebent es ha ing s bsc ibed the initia iss e ebent es and the sec nd t anche ebent es b t s bse ent y decides t c se the s bsc i ti n ist n a t eithe sec nd t anche thi d t anche bec ming s bsc ibed s ch decisi n is t be n ti ied t the n the day s ch decisi n is made and the s bsc i ti n ist i be c sed n the ing a ket ay at m
n the e ent the a d i ect s the m any decides t c se the ebent e ss e ith t the s bsc i ti n the initia Fi ty i i n ebent es s ch decisi n is t be n ti ied t the n the day s ch decisi n is made and the s bsc i ti n ist i be c sed n the ing a ket ay at m e e ecti n this s ect s
vi | Hatton National Bank PLC – Debenture Issue 2019 att n ati na ank L – ebent e ss e i
ided h e e the minim m s bsc i ti n e i ement a icab e an asis of llotment In the e ent o an o er ub cr t on the oard o rector o the ank ll indi id a in est a ying ase m iant ebt ec ities sha be endea our to dec de the ba o allotment o the ebenture n a a r manner R ees Fi e i i n L R th n e en arket ay rom the clo ure o the I ue.
Any A icati n in e cess the minim m s bsc i ti n e i ement sha be in he oard however shall reserve the ri ht to allocate up to a ma imum of m ti es R ees en h sand L R of the um er of e entures to e allotted under this Prospectus on a nterest Pa ment ate s he dates n hich ayment inte est in es ect the ebent es sha a preferential asis to identified institutional investor s of strate ic importance d e hich sha be t e e m nths m the ate A tment and e e y t e e with whom the ank mi ht have mutuall eneficial relationships in the m nths the e m each yea m the ate A tment nti the ate future as future investors who are Prospectus. Redem ti n and inc des the ate Redem ti n
umber o ebenture to be allotted to dent ed n t tut onal n e tor o nte est d be aid n t ate than th ee king ays m each nte est ayment ate trateg c and o erat onal m ortance on a re erent al ba or other e ll not e ceed o the total number o debenture to be ued under th he Fina inte est ayment i be aid t gethe ith the inci a m ithin Pro ectu under any c rcum tance unle there an under ub cr t on rom th ee king ays m the ate Redem ti n. the other n e tor n e tor that do not all under re erent al category . ode of Pa ment of h gh an e ect nic nd t ans e mechanism ec gni ed by the banking on ia ilit onversion In the e ent o an occurrence o a Tr gger ent a determ ned at the ole Principal Sum and system i Lanka s ch as L and R he e acc ate bank acc nt detai s d cret on o the entral ank o Sr Lanka there ould be a con er on o nterest a e ided by the ebent e de s s b ect t the e a ent imitati n ith ebenture to Ord nary ot ng Share by the ank thout any requ rement o regard to SLIPS and RTGS or by cheque marked “Account Payee Only”. a ro al by the ebenture older n com l ance th a el III requ rement . th ssue penin ate e tembe ate of llotment he date n hich the ebent es i be a tted by the ank t A icants on the occurrence o a Tr gger ent the out tand ng balance o the s bsc ibing the et ebenture nclud ng the total Par alue o the ebenture and the ebenture losure ate of the b ect t the isi ns c ntained be the s bsc i ti n ist the Intere t accrued and un a d a at that date ll be ermanently con erted to th Su scription ist ebent es i en at a m n e tembe and i emain en Ord nary ot ng Share at the on er on Pr ce. In the e ent o any ebenture teen a ket ays inc ding the ss e ening date nti c s e at older be ng ent tled to a ract onal allotment o an Ord nary ot ng Share on m n th e tembe uch uance and allotment the ank hall ettle uch um n ca h ba ed on
e e the s bsc i ti n ist i be c sed n an ea ie date at m ith the ue r ce o uch hare. n ti icati n t the n the cc ence the ing onversion Price The r ce ba ed on the m le a erage o the da ly olume e ghted A erage Pr ce AP o an Ord nary ot ng Share dur ng the three month er od he ma im m ebent es being y s bsc ibed mmed ately reced ng the date o the Tr gger ent. he a d i ect s the ank decides t c se the ss e n the initia ss e ebent es bec ming y s bsc ibed the initia iss e olume ei hted The da ly olume e ghted A erage Pr ce AP o an Ord nary ot ng Share ebent es and sec nd t anche ebent es vera e Price P a ubl hed by the olombo Stock change. bec ming y s bsc ibed ri er vent ean a o nt at h ch the onetary oard o the entral ank o Sr Lanka
determ ne a that the ank ould become non able thout a r te do n n n the e ent the a d i ect s the ank decides t e e cise the ti n t iss e the sec nd t anche t ebent es ha ing s bsc ibed term o tem a o the eb a ed Return ode . . . . . o the the initia ss e ebent es the thi d t anche t ank ng Act rect on o. o dated th ecember a may be ebent es ha ing s bsc ibed the initia iss e amended rom t me to t me or b to make a ubl c ector n ect on o ca tal ebent es and the sec nd t anche ebent es b t or equ alent u ort thout h ch the ank ould ha e become non able s bse ent y decides t c se the s bsc i ti n ist n a t eithe sec nd n term o tem b o the a d rect on. t anche thi d t anche bec ming s bsc ibed s ch decisi n is t be n ti ied t the n the day s ch decisi n is made and the s bsc i ti n ist i be c sed n the ing a ket ay at m
n the e ent the a d i ect s the m any decides t c se the ebent e ss e ith t the s bsc i ti n the initia Fi ty i i n ebent es s ch decisi n is t be n ti ied t the n the day s ch decisi n is made and the s bsc i ti n ist i be c sed n the ing a ket ay at m e e ecti n this s ect s
Hatton National Bank PLC – Debenture Issue 2019 | vii att n ati na ank L – ebent e ss e i atton at onal ank PL – ebenture I ue
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viii | Hatton National Bank PLC – Debenture Issue 2019 –
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Hatton National Bank PLC – Debenture Issue 2019 | ix – –
1.0 CORPORATE INFORMATION
Name of the Company Hatton National Bank PLC (Bank) Legal Status A public limited Company incorporated on 5th March 1970 under the Laws of the Republic of Sri Lanka. The Bank was re-registered under the Companies Act No 7 of 2007 on 27th September 2007. It is a Licensed Commercial Bank under the Banking Act No. 30 of 1988 Company Number PQ 82 Place of Incorporation Colombo, Sri Lanka Registered Address Hatton National Bank PLC No. 479, T B Jayah Mawatha Colombo 10 Company Secretary Ms. K. A. L. Thushari Ranaweera “HNB Towers” No. 479, T B Jayah Mawatha Colombo 10 Tel : +94 11 2 661804 Fax :+94 11 2 662825 Rating Agency Fitch Ratings Lanka Limited No.15-04, East Tower World Trade Centre Colombo 01 Auditors to the Company M/s Ernst & Young Chartered Accountants 201, De Saram Place Colombo 10 Board of Directors Mr. D. S. Weerakkody (Chairman- Non Executive, Independent Director) Mr. A. J. Alles (Managing Director / Chief Executive Officer, Executive Director) Dr. L. R. Karunaratne (Non-Executive, Independent Director) Mr. R. S. Captain (Non-Executive, Non Independent Director) Mr. P. R. Saldin (Alternate Director to Mr. R. S. Captain) Mr. D. A. Cabraal (Non-Executive, Non Independent Director) Mr. P.S.C. Pelpola (Non-Executive, Independent Director) Mr. E.D.P. Soosaipillai (Non-Executive, Independent Director) Mr. A.H.D.A.N. De Silva (Non-Executive, Independent Director) Mr. L. U. D. Fernando (Non-Executive, Non Independent Director) Dr. T. K. D. A. P. Samarasinghe (Alternate Director to Mr. L. U. D. Fernando) Mr. W. M. M. D. Ratnayake (Non-Executive, Independent Director) Mr. H. A. Peiris (Non-Executive, Independent Director)
1 | Hatton National Bank PLC – Debenture Issue 2019 Hatton National Bank PLC – Debenture Issue 2019 | 10
2.0 RELEVANT PARTIES TO THE ISSUE Joint Managers and N B es e B e Placement Agents to the e e N B B Issue No B o w o o o Te
r ers r e e Ho se No r w o o o Te Lawyers to the Issue s ro H o w He o e e e r e “HNB Towers” No T B w o o o Te Registrars to the Issue or or e er es e No er ower o o o o Te Trustee to the Issue B o e o es e B s o He e – B re No B o e o w o o o Te Company Secretary s T s r weer “HNB Towers” No T B w o o o Te Rating Agency to the s e Issue No s Tower or Tr e e re o o o Te
H o Hatton N o National B Bank PLC – e e re – Debenture ss e Issue 2019 | 2
2.0 RELEVANT PARTIES TO THE ISSUE Joint Managers and N B es e B e Bankers to the Issue H o N o B Placement Agents to the e e N B B No T B w Issue No B o w o o o o o o Te Te Auditors and Reporting s r s o Accountants to the Issue r ere o s r ers r e e e r e Ho se o o o No r w Te o o o Te Lawyers to the Issue s ro H o w He o e e e r e “HNB Towers” No T B w o o o Te Registrars to the Issue or or e er es e No er ower o o o o Te Trustee to the Issue B o e o es e B s o He e – B re No B o e o w o o o Te Company Secretary s T s r weer “HNB Towers” No T B w o o o Te Rating Agency to the s e Issue No s Tower or Tr e e re o o o Te
H o N o B – e e re ss e 3 | Hatton National Bank PLC – Debenture Issue 2019 H o N o B – e e re ss e
3.0 LIST OF ABBREVIATIONS
Hatton National Bank PLC – – Debenture Issue 2019 | 4
3.0 LIST OF ABBREVIATIONS 4.0 GLOSSARY OF TERMS RELATED TO THE ISSUE
Applicant Application Form/Application Closure Date
Bank/ Issuer Basel III Tier 2 Conversion Price Date of Allotment
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Date of Redemption Debentures – Debenture Holder(s) Entitlement Date Interest Payment Date(s)
Interest Period Issue Issue Price Market Day Non-Viability Conversion
Hatton National Bank PLC – – Debenture Issue 2019 | 6
Date of Redemption Non-Resident(s) Debentures – Par Value Principal Sum Prospectus Debenture Holder(s) Qualified Investors Entitlement Date Interest Payment Date(s) Interest Period Registered Address Issue Subordinated Issue Price Market Day pari passu Non-Viability Conversion unless there has been an issuance of shares to the Debentures Holders upon the occurrence of a Trigger Event in which case a Debenture Holder would cease to be a Debenture Holder and become a shareholder of the Bank to the extent of such issuance. Tier 2 Trigger Event
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Trust Deed Trustee Unsecured Volume Weighted Average Price (VWAP)
Hatton National Bank PLC – – Debenture Issue 2019 | 8
5.0 PRINCIPAL FEATURES OF THE DEBENTURES Trust Deed 5.1 INVITATION TO SUBSCRIBE Trustee Unsecured (hereinafter referred to as the “Board”) at the Volume Weighted Average Price (VWAP)
pari passu
pari passu pari passu
it’s
– 9 | Hatton National Bank PLC – Debenture Issue 2019 –
5.2 SUBSCRIPTION LIST
e t to the ro isions ontained e o the s s ri tion ist for the e ent res i o en at a on th e te er and i re ain o en for fo rteen ( ) ar et a s in din the ss e o enin date nti os re at on th e te er
o e er the s s ri tion ist i e osed on an ear ier date at ith notifi ation to the on the o rren e of the fo o in
he a i of e ent res ein f s s ri ed or he Board of ire tors of the Ban de ides to ose the ss e on the initia ss e of e ent res e o in f s s ri ed or the initia iss e of e ent res and se ond tran he of e ent res e o in f s s ri ed
n the e ent the Board of ire tors of the Ban de ides to e er ise the o tion to iss e the se ond tran he of to e ent res (ha in s s ri ed the initia ss e of e ent res) or the third tran he of to e ent res (ha in s s ri ed the initia iss e of e ent res and the se ond tran he of e ent res) t s se ent de ides to ose the s s ri tion ist on art of either se ond tran he or third tran he e o in s s ri ed s h de ision is to e notified to the on the da s h de ision is ade and the s s ri tion ist i e osed on the fo o in ar et a at
n the e ent the Board of ire tors of the o an de ides to ose the e ent re ss e itho t the f s s ri tion of the initia ift i ion ( ) e ent res s h de ision is to e notified to the on the da s h de ision is ade and the s s ri tion ist i e osed on the fo o in ar et a at
5.3 TYPES OF DEBENTURES
he iss e onsists of on t o t es of e ent res i e e ent res ith fi ed o on rates ea h ith a ar a e of ees ne ndred ( )
e e of nterest en re nterest nn a nterest a ent ate ffe ti e ate fre en ( )
e i ed ate ears a nn a
e B i ed ate ears a nn a
Hatton atton ationa National Ban Bank PLC – – e ent re Debenture ss e Issue 2019 | 10
5.2 SUBSCRIPTION LIST 5.4 OBJECTIVES OF THE ISSUE & SPECIFIC RISKS RELATING TO THE OBJECTIVES OF THE DEBENTURE ISSUE e t to the ro isions ontained e o the s s ri tion ist for the e ent res i o en at a on th e te er and i re ain o en for fo rteen ( ) ar et a s in din the ss e o enin date nti os re at on th e te er a) Improve the Tier 2 capital of the Bank to be compliant with the capital adequacy requirements o e er the s s ri tion ist i e osed on an ear ier date at ith notifi ation to the as per the CBSL regulations in line with Basel III accord. on the o rren e of the fo o in he a i of e ent res ein f s s ri ed or he Board of ire tors of the Ban de ides to ose the ss e on the initia ss e of e ent res e o in f s s ri ed or the initia iss e of e ent res and se ond tran he of e ent res e o in f s s ri ed n the e ent the Board of ire tors of the Ban de ides to e er ise the o tion to iss e the se ond tran he of to e ent res (ha in s s ri ed the initia ss e of e ent res) or the third tran he of to e ent res (ha in s s ri ed the initia iss e of e ent res and the se ond tran he of e ent res) t s se ent de ides to ose the s s ri tion ist on art of either se ond tran he or third tran he e o in s s ri ed s h de ision is to e notified to the on the da s h de ision is ade and the s s ri tion ist i e osed on the fo o in ar et a at
n the e ent the Board of ire tors of the o an de ides to ose the e ent re ss e itho t the f s s ri tion of the initia ift i ion ( ) e ent res s h de ision is to e notified to the on the da s h de ision is ade and the s s ri tion ist i e osed on the fo o in ar et th a at Minimum As at 30 Expected (%), subsequent to the Regulatory June 2019 Debenture Issue Components Requirement With With With 5.3 TYPES OF DEBENTURES as at 01st LKR 5.0 LKR 7.0 LKR 10.0
January 2019 Billion Billion Billion he iss e onsists of on t o t es of e ent res i e e ent res ith fi ed o on rates ea h ith a ar a e of ees ne ndred ( ) e e of nterest en re nterest nn a nterest a ent ate ffe ti e ate fre en ( ) e i ed ate ears a nn a a nn a e B i ed ate ears
occurrence of a ‘Trigger Event’. Further as per the Rule 2.2.1 (k) of the CSE Listing Rules, the Bank has
atton ationa Ban – e ent re ss e 11 | Hatton National Bank PLC – Debenture Issue 2019 –
b) Strengthen the balance sheet to support the demand for credit.
The procee s of the e enture ssue oul e utili e to fun the e pecte gro th in the loan ook, an the Bank e pects to full utili e the entire fun s raise ithin 12 onths fro the ate of llot ent. uring the interi perio the fun s shall e investe in treasur ills an treasur on s hich is e pecte to iel a return of 1 11 .
Specific Risk Relating to the Objectives
Specific risks in relation to on len ing the fun s uring the stipulate ti e fra e oul arise if the e an for cre it eclines sharpl uring the ne t one ear ha pering econo ic gro th. uring the first nine onths of 2 1 , the a vances of the Bank have gro n L R . Billion, hence even in the unlikel event of a significant rop in cre it gro th, the a ount of appro i atel L R 1 . Billion to e raise through the propose e enture issue coul e eplo e ithin the a ove stipulate ti e fra e. o ever, in case of an unprece ente rop in the e an for cre it, if the Bank is una le to eet the specific o ectives ithin the stipulate ti e fra e, then the fun s raise oul e investe in govern ent securities until such ti e the fun s are full on lent.
The propose a ount to e raise through the e enture ssue oul e re uire to eet the a ove entione o ectives. s such, in the event of an un er su scription, the Bank oul resort to alternate options of raising fun s such as rights issue, unlocking value of certain invest ents at the right price in or er to ri ge the gap.
o ever, the risk of un ersu scription of the e enture ssue ill e greatl itigate ue to the place ents on “best efforts” basis the esignate oint anagers an lace ent gents to the ssue, pre arketing an uil ing a pipeline of potential investors.
o further sharehol er approval ill nee to e sought in the event the e enture ssue is not full su scri e or if the ti e lines state a ove are a en e as thought fit the Bank.
The utili ation of the procee s of the e enture ssue ill e isclose in the nnual Report an the nteri Financial State ents in the follo ing for at fro the ssue pening ate an until the o ectives of the e enture ssue are achieve .
Hatton atton ationalNational Bank Bank LC PLC – – e enture Debenture ssue Issue 2 1 2019 |21 12
ebent re ss e ro ee s ti i ation as at b) Strengthen the balance sheet to support the demand for credit. Objective Objective Amount allocated Proposed Amount % of total Amounts % of Clarification if not number as Per as Per Prospectus date of allocated proceeds utilized in utilization fully utilized Prospectus in LKR Utilization from LKR (B) against including where The procee s of the e enture ssue oul e utili e to fun the e pecte gro th in the loan ook, an as Per proceeds allocation the funds are the Bank e pects to full utili e the entire fun s raise ithin 12 onths fro the ate of llot ent. Prospectus in LKR (A) (B/A) invested (eg: uring the interi perio the fun s shall e investe in treasur ills an treasur on s hich is whether lent to related party e pecte to iel a return of 1 11 . ro e on t e t e ier a ot ent of a ita of t e Specific Risk Relating to the Objectives t e an ebent res nitia iss e of to in e i ion it an t e o be is ose in t e nn a e ort an t e Specific risks in relation to on len ing the fun s uring the stipulate ti e fra e oul arise if the – – – – o tion to iss e a o nt nteri inan ia tate ents e an for cre it eclines sharpl uring the ne t one ear ha pering econo ic gro th. uring the first to a f rt er raise ia nine onths of 2 1 , the a vances of the Bank have gro n L R . Billion, hence even in the unlikel i ion t e an i ion at ebent res event of a significant rop in cre it gro th, the a ount of appro i atel L R 1 . Billion to e raise t e is retion of n er ier through the propose e enture issue coul e eplo e ithin the a ove stipulate ti e fra e. t e an in t e a ita base e ent of an o ever, in case of an unprece ente rop in the e an for cre it, if the Bank is una le to eet the tren t en o ers bs ri tion specific o ectives ithin the stipulate ti e fra e, then the fun s raise oul e investe in t e ba an e a i iss e it in s eet to si e i ion ont s fro govern ent securities until such ti e the fun s are full on lent. – – – – – s ort t e t e ate of e an for ot ent The propose a ount to e raise through the e enture ssue oul e re uire to eet the a ove re it entione o ectives. s such, in the event of an un er su scription, the Bank oul resort to alternate options of raising fun s such as rights issue, unlocking value of certain invest ents at the right price in n t e e ent t e ro ee s raise are f ti i e in ter s of t e ob e ti es is ose in t e ros e t s or er to ri ge the gap. rior to s b ission of t e ank’s next immediate financial statements (i.e. either interim financial state ents or ann a re ort t e an to is ose t e fa t t at ro ee s a e been ti i e in its o ever, the risk of un ersu scription of the e enture ssue ill e greatl itigate ue to the entiret as er t e abo e te ate place ents on “best efforts” basis the esignate oint anagers an lace ent gents to the ssue, pre arketing an uil ing a pipeline of potential investors. Note: f t ere are an an es o rrin in ir stan es e to s e ifi ris s re atin to ob e ti es of t e o further sharehol er approval ill nee to e sought in the event the e enture ssue is not full ebent re ssue as highlighted in section “Specific Risk Relating to t e b e ti es of t e ebent re su scri e or if the ti e lines state a ove are a en e as thought fit the Bank. Issue”, the an a se t e f n s a ro riate i e if f n s are not ti i e for oan ro t t e i be in este in o ern ent e rities at t e is retion of t e an for i no f rt er a ro a fro The utili ation of the procee s of the e enture ssue ill e isclose in the nnual Report an the ebent re o ers i be so t as sa e is not re ire o e er in t e e ent t e an e iates nteri Financial State ents in the follo ing for at fro the ssue pening ate an until the o ectives fro t e state ob e ti es t en t e an o obtain re e ant a ro a s rior to ti i ation of t e of the e enture ssue are achieve . f n s
5.5 PAYMENT OF INTEREST
e ebent res i arr a rate of interest as es ribe be o on t e nterest a ent ates
e en re o on a ent re en nterest ate a e ear a ab e nn a on t e nterest a ent ate
a e ear a ab e nn a on t e nterest a ent ate
atton ational Bank LC – e enture ssue 2 1 21 13 | Hatton National Bank PLC – Debenture Issue 2019 atton ationa an – ebent re ss e
he Interest rate has een determined gi ing consideration to the HNB’s rating as Issuer, the instrument rating, market conditions and features of the instrument, including the “convertible feature”.
Interest on the e entures accruing on a dail asis ill e paid annuall from the ate of llotment until the ate of Redemption on the outstanding rincipal Sum.
he interest due on the e entures for a particular Interest eriod ill e calculated ased on the actual num er of da s in such Interest eriod and ill e paid not later than three orking a s from each Interest a ment ate.
In order to accommodate the de enture interest c cles in the S S stem of the S , the pa ment of interest on a particular Interest a ment ate ill include e enture olders holding e entures in the S as of the ntitlement ate.
Upon the occurrence of the “Trigger Event”, the Company shall be required and entitled to issue and within t ent ( da s to allot oting shares of the ompan ranking e ual and pari passu ith the existing rdinar oting Shares, to the e enture olders up to the outstanding alance of such e entures including the total ar alue of the e entures and e enture Interest. s such upon issuance of rdinar oting Shares as a o e, no interest ill e accrued on e entures thereafter, as the Debentures will cease to exist.
5.6 APPLICATION OF TAX ON INTEREST PAYMENTS
Interest on the e entures ill e paid after deducting an taxes and charges thereon (if an as per the applica le la s pre alent at the time of interest pa ment to the e enture olders. s at the ate of this rospectus, the applica le ithholding ax ( rate is .
5.7 REDEMPTION OF DEBENTURES AN CONSEQUENCE OF A TRIGGER EVENT
Redemption of Debentures Redemption of the e entures ill take place on the respecti e ate of Redemption as descri ed elo in accordance ith the pro isions of the rust eed. he rincipal Sum and unpaid and accrued interest (if an pa a le on the redemption of e entures ill e paid not later than three ( orking da s from the ate of Redemption.
If the ate of Redemption falls on a da hich is not a arket a then the ate of Redemption shall e the immediatel succeeding arket a and Interest shall e paid for each calendar da up to the date immediatel preceding such arket a .
hese e entures shall not e redeemed the ank prior to maturit for an reason hatsoe er except due to the occurrence of an ent of efault contemplated in lause . of the rust eed. If redemption is to e done efore maturit , it ill e done su ect to the prior ritten appro al from the irector ank Super ision of the entral ank of Sri anka ( S and the appro al of the e enture olders of each t pe representing th in nominal alue of the e entures outstanding hen the rincipal Sum is repaid efore maturit . he e enture older shall not ha e an right or option to call for redemption of the e entures efore the date of maturit of such e enture. o e er, if a rigger ent occurs prior to maturit , the e enture ill get con erted to rdinar oting Shares ranking pari passu ith the existing rdinar oting Shares of the ank.
Hatton atton ationalNational ank Bank PLC – – e enture Debenture Issue Issue 2019 | 14
he Interest rate has een determined gi ing consideration to the HNB’s rating as Issuer, the instrument rating, market conditions and features of the instrument, including the “convertible feature”. Trigger Event A “Trigger Event” is determined by and at the sole discretion of the Monetary Board of the Central Bank of Sri Interest on the e entures accruing on a dail asis ill e paid annuall from the ate of llotment until anka, and is defined in the Banking ct irection No. of of eb Based eturn Code . . . . . the ate of Redemption on the outstanding rincipal Sum. ii a b as a point event is the earlier of
he interest due on the e entures for a particular Interest eriod ill e calculated ased on the actual a) “Decision that a write down, without which the Bank would become non viable, is necessary, as num er of da s in such Interest eriod and ill e paid not later than three orking a s from each determined by the onetary Board or Interest a ment ate. b The decision to make a public sector in ection of capital, or equivalent support, without which the Bank In order to accommodate the de enture interest c cles in the S S stem of the S , the pa ment of would have become non viable, as determined by Monetary Board” interest on a particular Interest a ment ate ill include e enture olders holding e entures in the S as of the ntitlement ate. Conversion Price utstanding balance of the ebentures including the total ar alue of the ebentures and accrued unpaid Upon the occurrence of the “Trigger Event”, the Company shall be required and entitled to issue and within ebenture nterest if any , will be converted at an issue price of such rdinary oting hares which will be t ent ( da s to allot oting shares of the ompan ranking e ual and pari passu ith the existing based on the simple average of the daily olume eighted verage rice of an rdinary oting rdinar oting Shares, to the e enture olders up to the outstanding alance of such e entures hare as published by the Colombo tock E change during the three months period, immediately including the total ar alue of the e entures and e enture Interest. s such upon issuance of rdinar preceding the date of the Trigger Event. oting Shares as a o e, no interest ill e accrued on e entures thereafter, as the Debentures will cease to exist. veraging out of the over a period of months preceding the Trigger Event as opposed to a shorter window closer to the Trigger Event, is aimed at smoothing out price effects. 5.6 APPLICATION OF TAX ON INTEREST PAYMENTS f the prevailing month at the time of the Trigger Event is low, it would result in a comparatively Interest on the e entures ill e paid after deducting an taxes and charges thereon (if an as per the higher number of rdinary oting hares being issued to the ebenture Holders. lternately, where a higher applica le la s pre alent at the time of interest pa ment to the e enture olders. s at the ate of month olume eighted verage hare rice prevails at the time of the Trigger Event it would result in a this rospectus, the applica le ithholding ax ( rate is . comparatively lower number of rdinary oting hares being issued to ebenture Holders.
5.7 REDEMPTION OF DEBENTURES AN CONSEQUENCE OF A TRIGGER EVENT Issuance of Ordinary Voting Shares upon occurrence of a Trigger Event Based on above conversion mechanism the outstanding balance of the ebentures will get converted to Redemption of Debentures rdinary oting hares. n the event of any ebenture Holder being entitled to a fractional allotment of an Redemption of the e entures ill take place on the respecti e ate of Redemption as descri ed elo in rdinary oting hare on such issuance and allotment, the Bank shall settle such sums in cash, based on the accordance ith the pro isions of the rust eed. he rincipal Sum and unpaid and accrued interest (if an issue price of such share. pa a le on the redemption of e entures ill e paid not later than three ( orking da s from the ate of Redemption. Applicable timelines Upon the occurrence of the Trigger Event as determined by the onetary Board of the Central Bank of ri If the ate of Redemption falls on a da hich is not a arket a then the ate of Redemption shall e the anka, the Company shall be required and entitled to issue and within twenty days to allot rdinary immediatel succeeding arket a and Interest shall e paid for each calendar da up to the date oting hares of the Company ranking equal and pari passu with the e isting rdinary oting hares to the immediatel preceding such arket a . ebenture Holders as of the Trigger ate, up to the outstanding balance of such ebentures including the total ar alue of the ebentures and unpaid and accrued ebenture nterest if any at an issue price for hese e entures shall not e redeemed the ank prior to maturit for an reason hatsoe er except such rdinary oting hares which will be based on the Conversion rice. due to the occurrence of an ent of efault contemplated in lause . of the rust eed. If redemption is to e done efore maturit , it ill e done su ect to the prior ritten appro al from the irector ank The C upload pertaining to rdinary shares will be completed within arket ays from the ate of Super ision of the entral ank of Sri anka ( S and the appro al of the e enture olders of each t pe llotment of such shares. n the event of any ebenture Holder being entitled to a fractional allotment of an th in nominal alue of the e entures outstanding hen the rincipal Sum is repaid efore representing rdinary oting hare on such issuance and allotment, the Company shall settle such sums in cash, based on maturit . he e enture older shall not ha e an right or option to call for redemption of the e entures the issue price of such share within fourteen arket ays from the ate of llotment of the said efore the date of maturit of such e enture. o e er, if a rigger ent occurs prior to maturit , the rdinary oting hares. e enture ill get con erted to rdinar oting Shares ranking pari passu ith the existing rdinar oting
Shares of the ank.
atton ational ank – e enture Issue 15 | Hatton National Bank PLC – Debenture Issue 2019 Hatton National Bank C – ebenture ssue
Market Announcements The Com any on recei t of a Trigger Event notification from the Central Bank of Sri anka will immediately make a market announcement of the same and further announce the “Conversion rice” and “dates” (i.e. Trigger Event date, Date of Allotment and CDS u load date) ertaining to such conversion of Debentures to rdinary oting Shares
Compliance with applicable laws and regulations ssue of any new rdinary oting Shares due to occurrence of a Trigger Event, would be carried out in com liance with the a licable laws and regulations of Sri anka, including any regulations a licable on ‘material interest that a shareholder may hold’ in terms of the Banking Act No 30 of 1988.
Non Occurrence of a Trigger Event The ro osed Ty e A and B Debentures will be redeemed after years and years res ectively from the Date of Allotment of such Debentures and the rinci al Sum and un aid and accrued interest if any) ayable on the redem tion of Debentures will be aid not later than three ) orking days from the Date of edem tion, unless otherwise a Trigger Event’ occurs as detailed above
5.8 PAYMENT METHOD
ayment of rinci al and interest will be made after deducting ta es at source, if a licable) in Sri ankan u ees to the registered Debenture olders only as of the Entitlement Date n the case of oint Debenture olders, the ayment of rinci al Sum and interest will be made to the one whose name stands first in the register of Debenture olders on the date of ayment n the event accurate bank account details are rovided to the CDS by the Debenture olders, the ayment of rinci al Sum and interest shall be made to Debenture olders through an electronic fund transfer mechanism recogni ed by the banking system of Sri anka such as T S arranged only at the e ense of the investor) or S S T S transfers however shall be accommodated only for amounts over and above the ma imum value of u ees ive Million , , ) that can be accommodated via S S transfers
f the Debenture older has not rovided to the CDS accurate and correct details of his her its their bank account for the ayment of rinci al Sum and interest, such ayment to the Debenture older will be osted to the address registered with the CDS through registered ost to the Debenture older, by crossed che ues marked “Account Payee Only”. Interest ayable will be made only by che ues within three ) Market Days from the end of each eriod
t is the res onsibility of the on esident and oreign nvestors to ensure that their A through which they invest for Debentures is recorded correctly against the records in CDS to dis atch their debenture interest ayments
5.9 TRUSTEE TO THE ISSUE
Bank has entered into an agreement with Bank of Ceylon who will act as Trustee to the ssue Debenture olders in their A lication orms for subscri tion will be re uired to authori e the Trustee, to act as the agent in entering into such deeds, writings and instruments with the Bank and to act as the Agent and Trustee for the Debenture olders
Hatton atton ationalNational Bank Bank C PLC – –Debenture Debenture ssue Issue 2019 | 16
The rights and o ligations of the Trustee are set out in the Trust eed and the e entures will e Market Announcements su ect to the terms and conditions incor orated in the said Trust eed. The Com any on recei t of a Trigger Event notification from the Central Bank of Sri anka will immediately make a market announcement of the same and further announce the “Conversion rice” and “dates” (i.e. The fee aya le to the Trustee will e ri ankan u ees our undred and ifty Thousand Trigger Event date, Date of Allotment and CDS u load date) ertaining to such conversion of Debentures to ( 0,000 er annum ( aya le semi annually lus statutory levies. Trustee has no conflict of rdinary oting Shares interest with the Bank, e ce t that the Trustee is one of the Bank s rendering anking related services to the Bank. Compliance with applicable laws and regulations
ssue of any new rdinary oting Shares due to occurrence of a Trigger Event, would be carried out in 5.10 RATING OF THE DEBENTURE com liance with the a licable laws and regulations of Sri anka, including any regulations a licable on
‘material interest that a shareholder may hold’ in terms of the Banking Act No 30 of 1988. itch atings anka imited has assigned a credit rating of ‘A (lka to the e entures.
Non Occurrence of a Trigger Event ‘A’ National Ratings denote expectations of low default risk relative to other issuers or obligations in the The ro osed Ty e A and B Debentures will be redeemed after years and years res ectively from the same country. owever, changes in circumstances or economic conditions may affect the ca acity for Date of Allotment of such Debentures and the rinci al Sum and un aid and accrued interest if any) ayable timely re ayment to a greater degree than is the case for financial commitments denoted y a higher on the redem tion of Debentures will be aid not later than three ) orking days from the Date of rated category. edem tion, unless otherwise a Trigger Event’ occurs as detailed above The modifiers "+” or “ may e a ended to a rating to denote relative status within ma or rating 5.8 PAYMENT METHOD categories.
ayment of rinci al and interest will be made after deducting ta es at source, if a licable) in Sri ankan ource htt s www.fitchratings.com creditdesk u lic ratings defintions inde .cfm rd file us f u ees to the registered Debenture olders only as of the Entitlement Date n the case of oint Debenture olders, the ayment of rinci al Sum and interest will be made to the one whose name stands first in the The Board of irectors will undertake to kee the Trustee of the e enture Issue and E informed on register of Debenture olders on the date of ayment any change to the credit rating of the e entures when any of the irectors are aware of any changes n the event accurate bank account details are rovided to the CDS by the Debenture olders, the ayment to the ratings. of rinci al Sum and interest shall be made to Debenture olders through an electronic fund transfer mechanism recogni ed by the banking system of Sri anka such as T S arranged only at the e ense of the ou may access the guidelines from itch atings regarding the lo al Bank ating riteria (which investor) or S S T S transfers however shall be accommodated only for amounts over and above the includes the rating methodology a lica le to this articular instrument under the a roach set out for ma imum value of u ees ive Million , , ) that can be accommodated via S S transfers going concern instruments via the link given elow
f the Debenture older has not rovided to the CDS accurate and correct details of his her its their bank htt s www.fitchratings.com site re 8910 1 account for the ayment of rinci al Sum and interest, such ayment to the Debenture older will be osted to the address registered with the CDS through registered ost to the Debenture older, by crossed che ues A co y of the rating certificate is given in Anne ure I of this Pros ectus. marked “Account Payee Only”. Interest ayable will be made only by che ues within three ) Market Days from the end of each eriod 5.11 RIGHTS AND OBLIGATIONS OF THE DEBENTURE HOLDERS t is the res onsibility of the on esident and oreign nvestors to ensure that their A through which they invest for Debentures is recorded correctly against the records in CDS to dis atch their debenture (a e enture olders are entitled to the following rights. interest ayments . eceive the interest on the Interest Payment ates at the interest rates set out in ection . of 5.9 TRUSTEE TO THE ISSUE this Pros ectus and the Princi al um on the ate of edem tion as set out in ection . of this Pros ectus. Bank has entered into an agreement with Bank of Ceylon who will act as Trustee to the ssue Debenture . all and attend meetings of e enture olders as set out in the Trust eed olders in their A lication orms for subscri tion will be re uired to authori e the Trustee, to act as . eceive a co y of the Annual e ort within months from the financial year end at the same time the agent in entering into such deeds, writings and instruments with the Bank and to act as the Agent and in the same manner as an ordinary shareholder would receive the same. and Trustee for the Debenture olders . The other rights of the holders of these e entures as set out in the Trust eed
atton ational Bank C – Debenture ssue 17 | Hatton National Bank PLC – Debenture Issue 2019 atton National Bank P – e enture Issue 019
n the event of the ank winding up the claims of the ebenture olders will rank after all the claims of the secured and unsecured creditors of the ank and the preferential claims under an tatutes governing the ank but in priorit to and over the claims and rights of the shareholders of the ank unless there has been an issuance of ordinar shares to the ebenture olders upon the occurrence of a Trigger vent in which case a ebenture older would cease to be a ebenture older and would become a shareholder of the ank to the extent of such issuance and will rank e ual and pari passu with existing rdinar hareholders
b ebenture olders do not have the following rights
. ttend and vote at meetings of holders of shares and other ebentures . hare the profits of the ank . articipate in an surplus in the event of li uidation . alling for redemption before maturit sub ect to the provisions stated in the Trust eed . onvert the ebentures into ordinar shares at their option
owever in the event the ebenture olders become shareholders of the ank due to the occurrence of Trigger vent as described in above there would be an entitlement to exercise such rights as are exercisable b the shareholders of the ank
c ach ebenture older must ensure that the information in respect of the securities account maintained with the is up to date and accurate ach ebenture older shall absolve the ank from an responsibilit or liabilit in respect of an error or inaccurac or absence of necessar changes in the information recorded with the rovided further that the ebenture older shall absolve the and the from an responsibilit or liabilit in respect of an error or inaccurac or absence of necessar changes in the information recorded with the where such errors or inaccuracies or absence of changes are attributable to an act or omission of the ebenture olders
5.12 BENEFITS OF INVESTING IN DEBENTURES OFFERED BY THE BANK
a rovides an opportunit to diversif the investment portfolio of the ualified nvestor b rovides the ualified nvestor with a regular cash inflow of interest pa ments c rovides the ualified nvestor with an opportunit to invest in ebentures issued b a leading ank in ri anka d eing listed on the the ebentures will have a secondar market sub ect to secondar market trading of these ebentures being limited to ‘Qualified Investors’ as defined in the Prospectus thus providing the ualified nvestor with an opportunit to exit at the market price prevailing at the time of divestiture sub ect to market conditions e The ebentures ma be used as collateral to obtain credit facilities from banks and financial institutions with the exception of the issuing bank
Hatton atton NationalNational ank Bank PLC – – ebenture Debenture ssue Issue 2019 | 18
n the event of the ank winding up the claims of the ebenture olders will rank after all the claims of the 5.13 RISKS INVOLVED IN INVESTING IN THE DEBENTURES secured and unsecured creditors of the ank and the preferential claims under an tatutes governing the ank but in priorit to and over the claims and rights of the shareholders of the ank unless there has been ubs ribers to the ebentures ould be e osed to the follo ing ris s an issuance of ordinar shares to the ebenture olders upon the occurrence of a Trigger vent in which case a ebenture older would cease to be a ebenture older and would become a shareholder of the (a) Interest Rate Risk ank to the extent of such issuance and will rank e ual and pari passu with existing rdinar hareholders Provided all other fa tors are e ual the mar et ri e of the ebentures ill generall flu tuate in the o osite dire tion to the flu tuation in mar et interest rates hus the interest rate ris ould b ebenture olders do not have the following rights be identified as the redu tion in the mar et ri e of ebentures resulting from a rise in interest rates . ttend and vote at meetings of holders of shares and other ebentures . hare the profits of the ank (b) Reinvestment Risk . articipate in an surplus in the event of li uidation Interest on the ebentures are a able annuall Qualified Investor ma de ide to reinvest these . alling for redemption before maturit sub ect to the provisions stated in the Trust eed interest a ments and earn interest from that oint on ards e ending on the revailing interest . onvert the ebentures into ordinar shares at their option rates at the oint of reinvestment the ris of returns generated b ebenture olders b reinvesting su h interest re eived being higher or lo er than the return offered b the ebentures owever in the event the ebenture olders become shareholders of the ank due to the occurrence of is no n as reinvestment ris Trigger vent as described in above there would be an entitlement to exercise such rights as are exercisable b the shareholders of the ank (c) Duration Risk uration is a measure of the ri e sensitivit of fi ed in ome investments to a hange in interest c ach ebenture older must ensure that the information in respect of the securities account rates based on the time to maturit of rin i al and ou on a ments he higher the duration maintained with the is up to date and accurate ach ebenture older shall absolve the ank the greater the ri e volatilit or duration ris hile a lo er duration arries a lo er ris from an responsibilit or liabilit in respect of an error or inaccurac or absence of necessar changes in the information recorded with the rovided further that the ebenture older (d) Subordinated Risk shall absolve the and the from an responsibilit or liabilit in respect of an error or The Debentures will be the Bank’s direct unsecured obligations which, if the Bank becomes inaccurac or absence of necessar changes in the information recorded with the where such insolvent or is ound u rior to the o urren e of a rigger vent ill ran e ual ith the errors or inaccuracies or absence of changes are attributable to an act or omission of the Bank’s other subordinated indebtedness and ill be ubordinated in right of a ment to the ebenture olders claims of the Bank’s depositors and other unsubordinated creditors. Therefore, if, prior to the o urren e of a rigger vent the an be omes insolvent or is ound u the assets of the an 5.12 BENEFITS OF INVESTING IN DEBENTURES OFFERED BY THE BANK ould first be a lied to satisf all rights and laims of holders of senior indebtedness If the an does not have suffi ient assets to settle laims of su h senior indebtedness holders in full the a rovides an opportunit to diversif the investment portfolio of the ualified nvestor laims of the holders of the ebentures ill not be settled and as a result the holders ill lose the b rovides the ualified nvestor with a regular cash inflow of interest pa ments entire amount of their investment in ebentures he ebentures ill share e uall in a ment c rovides the ualified nvestor with an opportunit to invest in ebentures issued b a leading ith laims under other subordinated indebtedness if the an does not have suffi ient funds to ank in ri anka ma e full a ments on all of them as a li able In su h a situation holders ould lose all or art d eing listed on the the ebentures will have a secondar market sub ect to secondar market of their investment trading of these ebentures being limited to ‘Qualified Investors’ as defined in the Prospectus thus providing the ualified nvestor with an opportunit to exit at the market price prevailing at In addition, holders should be aware that, upon the occurrence of a Trigger Event, all the Bank’s the time of divestiture sub ect to market conditions obligations under the ebenture shall be deemed aid in full b the issuan e of rdinar oting e The ebentures ma be used as collateral to obtain credit facilities from banks and financial hares u on a on iabilit onversion and ea h holder ill be effe tivel further ubordinated institutions with the exception of the issuing bank due to the hange in their status follo ing su h a onversion from being the holder of a debt instrument ran ing ahead of holders of rdinar oting hares to being the holder of rdinar oting hares s a result u on on iabilit onversion the holders ould lose all or art of their investment in the ebentures irres e tive of hether the an has suffi ient assets available to settle hat ould have been the laims of the holders of the ebentures or other se urities subordinated to the same e tent as the ebentures in ro eedings relating to an insolven or inding u
atton National ank – ebenture ssue 19 | Hatton National Bank PLC – Debenture Issue 2019 atton ational an P – ebenture Issue
(e) Credit Risk redit isk is also referred to as default risk. This is the risk that the issuer of a debenture ma default, i.e. the issuer will not be able to pa interest and principal pa ments on a timel basis. This risk is gauged in terms of rating assigned b different rating agencies. itch atings anka imited has assigned a ong term ating of lka b itch atings to these Debentures and will be periodicall reviewing the same.
(f) Liquidity Risk i uidit risk is associated with the ease in which an investment can be sold after the initial placement. In order to reduce the li uidit risk of the Debentures, the Bank has applied for a listing of these Debentures on the E and has received in principle approval for such listing whereb Debenture olders will be able to sell the Debentures through the E in order to convert the Debentures to cash and e it from the investment.
ADDITIONAL RISKS ARISING FROM THE DEBENTURES BEING A BASEL III NON-VIABLITY CONVERSION INSTRUMENT
Risks arising from Non-Viability Conversion features
(i) Conversion Risk
pon the occurrence of a Trigger Event the Bank shall convert the Debentures into rdinar oting hares and an accrued but unpaid interest will be added to the ar alue of the Debentures and such accrued but unpaid interest, together with the principal amount of the Debentures will be deemed paid in full b the issuance of rdinar oting hares. pon conversion the Debenture olders shall have no further rights and the Bank shall have no further obligations to holders of the Debentures under the Trust Deed. oreover, on iabilit onversion upon the occurrence of a Trigger Event is not an event of default under the terms of the Debenture or the Trust Deed.
otential investors in Debentures should understand that, if a Trigger Event occurs and Debentures are converted into rdinar oting hares, Investors are obliged to accept the rdinar oting hares even if the do not at the time consider such rdinar oting hares to be an appropriate investment for them and despite an change in the financial position of the Bank since the Issue of the Debentures or an disruption to the market for those rdinar oting hares or to capital markets generall .
(ii) The number and value of Ordinary Voting Shares to be received on a Non - Viability Conversion may be worth significantly less than the Par Value of the Debentures and can be variable.
pon the occurrence of on iabilit onversion even though rdinar oting hares of e uivalent value would be initiall issued at the , et there is no certaint of the value of such rdinar oting hares to be received b the holders of the Debentures being maintained at such levels and the value of such rdinar oting hares could eventuall be significantl less than the ar alue of the Debentures.
Hatton atton ationalNational Bank Bank PLC – –Debenture Debenture Issue Issue 2019 | 20
(e) Credit Risk redit isk is also referred to as default risk. This is the risk that the issuer of a debenture ma default, i.e. the issuer will not be able to pa interest and principal pa ments on a timel basis. This risk is gauged in terms of rating assigned b different rating agencies. itch atings anka imited has assigned a ong term ating of lka b itch atings to these Debentures and will be periodicall reviewing the same. (iii) The Debentures are loss-absorption instruments that involve risk and may not be a suitable investment for all investors
(f) Liquidity Risk i uidit risk is associated with the ease in which an investment can be sold after the initial placement. In order to reduce the li uidit risk of the Debentures, the Bank has applied for a listing of these Debentures on the E and has received in principle approval for such listing whereb Debenture olders will be able to sell the Debentures through the E in order to convert the Debentures to cash and e it from the investment.
ADDITIONAL RISKS ARISING FROM THE DEBENTURES BEING A BASEL III NON-VIABLITY CONVERSION INSTRUMENT
Risks arising from Non-Viability Conversion features
Qualified Investor’ (i) Conversion Risk pon the occurrence of a Trigger Event the Bank shall convert the Debentures into rdinar oting hares and an accrued but unpaid interest will be added to the ar alue of the Debentures and such accrued but unpaid interest, together with the principal amount of the (iv) Uncertainty regarding the Trigger Event Debentures will be deemed paid in full b the issuance of rdinar oting hares. pon conversion the Debenture olders shall have no further rights and the Bank shall have no further obligations to holders of the Debentures under the Trust Deed. oreover, on iabilit onversion upon the occurrence of a Trigger Event is not an event of default under the terms of the Debenture or the Trust Deed. otential investors in Debentures should understand that, if a Trigger Event occurs and Debentures are converted into rdinar oting hares, Investors are obliged to accept the rdinar oting hares even if the do not at the time consider such rdinar oting hares to be an appropriate investment for them and despite an change in the financial position of the Bank since the Issue of the Debentures or an disruption to the market for those rdinar oting hares or to capital markets generall . subordinated Debentures, including the Bank’s other subordinated debt
(ii) The number and value of Ordinary Voting Shares to be received on a Non - Viability Conversion may be worth significantly less than the Par Value of the Debentures and can be variable.
pon the occurrence of on iabilit onversion even though rdinar oting hares of e uivalent value would be initiall issued at the , et there is no certaint of the value of such rdinar oting hares to be received b the holders of the Debentures being maintained at such levels and the value of such rdinar oting hares could eventuall be significantl less than the ar alue of the Debentures.
atton ational Bank – Debenture Issue 21 | Hatton National Bank PLC – Debenture Issue 2019 –
(v) Following a Non-Viability Conversion, the Qualified Investor will no longer have rights as a creditor and will only have rights as a holder of Ordinary Voting Shares
on a on iabilit onversion, the rights, ter s and conditions of the Debentures, including ith res ect to riorit and rights on li uidation, ill no longer be relevant as all such Debentures ill have been converted on a full and er anent basis into rdinar oting hares ranking pari passu ith all other outstanding rdinar oting hares If a on iabilit onversion occurs, then the interest of de ositors, other creditors of the Bank, and holders of Bank securities hich are not contingent instru ents ill all rank in riorit to the holders of contingent instru ents, including the Debentures
iven the nature of the on iabilit rigger vent, a older of Debentures ill beco e a holder of rdinar oting hares at a time when the Bank’s financial condition has deteriorated. If the Bank ere to beco e insolvent or ound u after the occurrence of a on iabilit rigger vent, as holders of rdinar oting hares investors a receive substantiall less than the ight have received had the Debentures not been converted in to rdinar oting hares
(vi) An investor’s remedies for the Bank’s breach of its obligations under the Debenture are limited
ave and ce t for an vent of Default hich shall occur if the Bank beco es insolvent or bankru t, the Bank goes into li uidation either voluntaril or under an order of a court of co etent urisdiction, or the Bank other ise ackno ledges its insolvenc , the rustees and holders of Debentures shall not be entitled to declare the rinci al a ount of the Debentures due and a able under an circu stance s a result, the Qualified Investor ill have no right of acceleration in the event of a non a ent of interest or a failure or breach in the erfor ance of an other covenant of the Bank, although legal action could be brought to enforce an covenant given b the Bank
(g) Acknowledgement of the CBSL Resolution Powers
he B retains full discretion regarding the deter ination that a rigger vent has occurred as the resolution authorit of Banks in ri anka, the B has resolution o ers through tatute
he onetar Board deter ines the rigger vent and effects a conversion after considering the other bail in alternatives available to the Bank urther, ection and of the onetar a ct o of as a ended and art II and art III of the Banking ct o of as a ended s ecif certain events u on hich onetar Board can e ercise its resolution echanis In vie of the above, based on the statutor authorit of the onetar Board, B retains full discretion to choose or not to choose to trigger for on iabilit as has been rovided for in the Banking ct Direction o of on a ital e uire ents under Basel III for icensed o ercial Banks and icensed eciali ed Banks
s the B retains full discretion to choose not to trigger on iabilit onversion not ithstanding a deter ination that the Bank has ceased, or is about to cease to be viable, under such circu stances, the holders of the Debentures a be e osed to losses through the use of other resolution tools under a licable tatutes
Hatton atton ationalNational Bank Bank PLC – –Debenture Debenture Issue Issue 2019 | 22
(v) Following a Non-Viability Conversion, the Qualified Investor will no longer have rights as a h eneric isks creditor and will only have rights as a holder of Ordinary Voting Shares i he abilit to transfer the ebentures ma be limited b the absence of an active trading on a on iabilit onversion, the rights, ter s and conditions of the Debentures, including market and there is no assurance that an active trading market ill develo for the ith res ect to riorit and rights on li uidation, ill no longer be relevant as all such Debentures ebentures ill have been converted on a full and er anent basis into rdinar oting hares ranking pari passu ith all other outstanding rdinar oting hares If a on iabilit onversion occurs, then n ri anka the secondar tradin acti it in the cor orate de t market is limited. he e ent res the interest of de ositors, other creditors of the Bank, and holders of Bank securities hich are are a new iss e of sec rities and ha e no esta lished secondar tradin market. rther the not contingent instru ents ill all rank in riorit to the holders of contingent instru ents, secondar market tradin is onl limited to alified n estors as defined in the ros ect s. here including the Debentures can e no ass rance that an acti e secondar tradin market will de elo . f the e ent res are traded after their initial iss ance the ma trade at a disco nt to their initial offerin rice iven the nature of the on iabilit rigger vent, a older of Debentures ill beco e a holder de endin on re ailin interest rates the market for similar sec rities eneral economic of rdinar oting hares at a time when the Bank’s financial condition has deteriorated. conditions and the financial condition of the Bank. If the Bank ere to beco e insolvent or ound u after the occurrence of a on iabilit rigger vent, as holders of rdinar oting hares investors a receive substantiall less than the en if an acti e secondar tradin market does de elo it ma not e li id and ma not ight have received had the Debentures not been converted in to rdinar oting hares contin e. herefore alified n estors ma not e a le to sell their e ent res easil or at rices that will ro ide them with a ield com ara le to similar in estments that ha e a de elo ed (vi) An investor’s remedies for the Bank’s breach of its obligations under the Debenture are limited secondar market. f the secondar market for the e ent res is limited there ma e few ers for the e ent res and this ma si nificantl red ce the rele ant market rice of the e ent res. ave and ce t for an vent of Default hich shall occur if the Bank beco es insolvent or bankru t, the Bank goes into li uidation either voluntaril or under an order of a court of ii redit ratings ma not reflect all risks associated ith an investment in the ebentures co etent urisdiction, or the Bank other ise ackno ledges its insolvenc , the rustees and credit ratin reflects a relati e rankin of credit risk and does not reflect the otential im act of holders of Debentures shall not be entitled to declare the rinci al a ount of the Debentures due all risks related to the str ct re market additional factors disc ssed herein and other factors that and a able under an circu stance s a result, the Qualified Investor ill have no right of ma affect the al e of the e ent res. acceleration in the event of a non a ent of interest or a failure or breach in the erfor ance of an other covenant of the Bank, although legal action could be brought to enforce an covenant iii A o ngrade sus ension or ithdra al of the rating assigned b an rating agenc to the given b the Bank ebentures could cause the li uidit or market value of the ebentures to decline
(g) Acknowledgement of the CBSL Resolution Powers atin initiall assi ned to the e ent res ma e lowered or withdrawn entirel the atin enc if in the Rating Agency’s d ment circ mstances relatin to the asis of the atin s ch he B retains full discretion regarding the deter ination that a rigger vent has occurred as as adverse changes to the Bank’s business so warrant. f the atin enc lowers or withdraws the resolution authorit of Banks in ri anka, the B has resolution o ers through tatute its atin s ch e ent co ld red ce the li idit or market al e of the e ent res. redit atin is not a recommendation to sell or hold sec rities and ma e re ised or withdrawn the he onetar Board deter ines the rigger vent and effects a conversion after considering the atin enc at an time. other bail in alternatives available to the Bank urther, ection and of the onetar a ct o of as a ended and art II and art III of the Banking ct o of as iv hanges in la or changes in regulator classification ma affect the rights of holders as ell a ended s ecif certain events u on hich onetar Board can e ercise its resolution as the market value of the ebentures echanis In vie of the above, based on the statutor authorit of the onetar Board, B retains full discretion to choose or not to choose to trigger for on iabilit as has been rovided he re lator re ime in connection to these instr ments is e ol in . han es in law ma incl de for in the Banking ct Direction o of on a ital e uire ents under Basel III for icensed chan e in stat tor ta and re lator re imes d rin the life of the e ent res which ma ha e o ercial Banks and icensed eciali ed Banks an ad erse effect on the in estment in the e ent res.
s the B retains full discretion to choose not to trigger on iabilit onversion not ithstanding a deter ination that the Bank has ceased, or is about to cease to be viable, under such circu stances, the holders of the Debentures a be e osed to losses through the use of other resolution tools under a licable tatutes
atton ational Bank – Debenture Issue 23 | Hatton National Bank PLC – Debenture Issue 2019 atton ational Bank – e ent re ss e
A B
he ebentures i be trans erab e and trans ittab e in the anner set out in the rust eed hich is re roduced be o
a hese ebentures sha be ree y trans erab e a ongst ua i ied nvestors and the registration o such trans er sha not be sub ect to any restriction save and e ce t to the e tent re uired or co iance ith statutory re uire ents
b he ebentures sha be trans erab e and trans ittab e a ongst ua i ied nvestors as ong as the ebentures are isted in the ub ect to the rovisions contained herein the Bank ay register ithout assu ing any iabi ity on any trans er o ebentures hich are in accordance ith the statutory re uire ents and ru es and regu ations in orce or the ti e being as aid do n by the and the
c n the case o death o a ebenture o der
i he survivor here the deceased as a oint ho der and
ii he e ecutors or ad inistrators o the deceased or here the ad inistration o the estate o the deceased is in a not co u sory the heirs o the deceased here such ebenture o der as the so e or on y surviving ho der sha be the on y ersons recogni ed by the Bank as having any tit e to his her ebentures
d Any erson beco ing entit ed to any ebentures in conse uence o bankru tcy or inding u o any ebenture o der u on roducing ro er evidence that he she it sustains the character in res ect o hich he she it ro oses to act or his her tit e as the Board o irectors o the Bank thinks su icient ay in the discretion o the Board be substituted and according y registered as a ebenture o der in res ect o such ebentures sub ect to the a icab e a s ru es and regu ations o the Bank and
e o change o o nershi in contravention to these conditions i be recogni ed by the Bank
An A ication has been ade to the or er ission to obtain a isting or the ebentures and any shares hich ay be issued u on the occurrence o a rigger vent and the has granted its a rova in rinci e or the sa e t is the intention o the Bank to ist the ebentures in the o o bo tock change u on the a ot ent thereo
he ho ever assu es no res onsibi ity or the correctness o the state ents ade or o inions e ressed or re orts inc uded in this ros ectus Ad ission to the o icia ist is not to be taken as an indication o the erits o the Bank or o its ebentures
he Board o irectors esti ates that the tota cost o the ssue inc uding ees to ro essiona s rinting advertising and other costs connected ith the ssue i be a ro i ate y R i ion uch costs i be inanced by the interna y generated unds o the Bank
Hatton atton ationa National Bank Bank PLC – – ebenture Debenture ssue Issue 2019 | 24
A B B A
he ebentures i be trans erab e and trans ittab e in the anner set out in the rust eed hich is re roduced be o a hese ebentures sha be ree y trans erab e a ongst ua i ied nvestors and the registration o such trans er sha not be sub ect to any restriction save and e ce t to the e tent re uired or co iance ith statutory re uire ents
b he ebentures sha be trans erab e and trans ittab e a ongst ua i ied nvestors as ong as the ebentures are isted in the ub ect to the rovisions contained herein the Bank ay register ithout assu ing any iabi ity on any trans er o ebentures hich are in accordance ith the statutory re uire ents and ru es and regu ations in orce or the ti e being as aid do n by the and the c n the case o death o a ebenture o der
i he survivor here the deceased as a oint ho der and
ii he e ecutors or ad inistrators o the deceased or here the ad inistration o the estate o the deceased is in a not co u sory the heirs o the deceased here such ebenture o der as the so e or on y surviving ho der sha be the on y ersons recogni ed by the Bank as having any tit e to his her ebentures
d Any erson beco ing entit ed to any ebentures in conse uence o bankru tcy or inding u o any ebenture o der u on roducing ro er evidence that he she it sustains the character in res ect o hich he she it ro oses to act or his her tit e as the Board o irectors o the Bank thinks su icient ay in the discretion o the Board be substituted and according y registered as a ebenture o der in res ect o such ebentures sub ect to the a icab e a s ru es and regu ations o the Bank and
e o change o o nershi in contravention to these conditions i be recogni ed by the Bank
An A ication has been ade to the or er ission to obtain a isting or the ebentures and any shares hich ay be issued u on the occurrence o a rigger vent and the has granted its a rova in rinci e or the sa e t is the intention o the Bank to ist the ebentures in the o o bo tock change u on the a ot ent thereo
he ho ever assu es no res onsibi ity or the correctness o the state ents ade or o inions e ressed or re orts inc uded in this ros ectus Ad ission to the o icia ist is not to be taken as an indication o the erits o the Bank or o its ebentures
he Board o irectors esti ates that the tota cost o the ssue inc uding ees to ro essiona s rinting advertising and other costs connected ith the ssue i be a ro i ate y R i ion uch costs i be inanced by the interna y generated unds o the Bank
atton ationa Bank – ebenture ssue 25 | Hatton National Bank PLC – Debenture Issue 2019 –
A A
www.cse.lk www.hnb.net
www.cse.lk www.hnb.net
B A A
Hatton National Bank PLC – – Debenture Issue 2019 | 26
A A
“Persons resident outside Sri Lanka” will have the same meaning as in the notice published under the
www.cse.lk www.hnb.net
A
www.cse.lk www.hnb.net
www.cse.lk B A A www.hnb.net
www.ndbib.com, www.acuity.lk
www.cse.lk www.hnb.net www.ndbib.com, www.acuity.lk
A lications hich do not strictl conform to instructions and other conditions set out herein or hich are incom lete or illegible ma be re ected he Bank reserves the right to ask for additional information to satisf itself that the A licant is a ualified nvestor
– 27 | Hatton National Bank PLC – Debenture Issue 2019 –
d ore than one pplication submitted b an pplicant under the same pe o ebentures will not be accepted more than one pplication orms are submitted or one pe o ebentures rom a single pplicant those would be construed as multiple pplications and the ank reserves the right to re ect such multiple pplications or suspected multiple pplications
e the ownership o the ebentures is desired in the name o one pplicant ull details should be given onl under the heading S L S PPL in the pplication orm n the case o oint pplicants the signatures and particulars in respect o all pplicants must be given under the relevant headings in the pplication orm
n pplicant o a oint pplication will not be eligible to appl or the ebentures through a separate pplication orm either individuall or ointl Such pplicants are also deemed to have made multiple pplications and will be re ected
n the case o oint pplications the re unds i an interest pa ments and the redemption will be remitted in avour o the irst pplicant as identi ied in the pplication orm
he ank shall not be bound to register more than three natural persons as oint holders o an ebentures e cept in the case o e ecutors administrators or heirs o a deceased member
oint pplicants should note that all parties should either be residents o Sri Lanka or on esidents
g pplications b companies corporate bodies incorporated societies approved provident unds trust unds and approved contributor pension schemes registered incorporated established in Sri Lanka should have obtained necessar internal approvals as provided b their internal approval procedures at the time o appl ing or the ebentures and should be made under their common seal or in an other manner as provided b their rticles o ssociation or such other constitutional documents o such pplicant or as per the statutes governing them n the case o approved provident unds trust unds and approved contributor pension schemes the pplications should be in the name o the rustee board o management
h ll uali ied nvestors should indicate in the pplication or ebentures their S account number
n the event the name address or number passport number compan number o the uali ied nvestor mentioned in the pplication orm di er rom the name address or number passport number compan number as per the S records the name address or number compan number as per S records will prevail and be considered as the name address or number passport number compan number o such uali ied nvestor here ore uali ied nvestors are advised to ensure that the name address or number passport number compan number mentioned in the pplication orm tall with the name address or number passport number compan number given in the S account as mentioned in the pplication orm
n the case o oint pplicants a oint S account in the name o the oint pplicants should be indicated
pplication orms stating third part S accounts instead o pplicants’ own CDS account numbers, e cept in the case o margin trading will be re ected
Hatton atton ationalNational ank Bank PL PLC – – ebenture Debenture ssue Issue 2019 | 28
d ore than one pplication submitted b an pplicant under the same pe o ebentures will not i pplicants w o wis to appl t rou t eir mar in tra in accounts s oul submit t e pplication be accepted more than one pplication orms are submitted or one pe o ebentures rom a orms in the name of the “Margin Provider / Applicant’s name” signed by the margin provider, single pplicant those would be construed as multiple pplications and the ank reserves the re uestin a irect eposit o t e Debentures to t e pplicant’s margin trading account in the CDS. right to re ect such multiple pplications or suspected multiple pplications e mar in pro i er s oul in icate t e rele ant CDS account number relatin to t e mar in tra in account in t e pplication orm p otocop o t e mar in tra in a reement must be submitte e the ownership o the ebentures is desired in the name o one pplicant ull details should be given alon wit t e pplication onl under the heading S L S PPL in the pplication orm n the case o oint pplicants the signatures and particulars in respect o all pplicants must be given under the relevant headings in ar in pro i ers can, appl un er t eir own name an suc pplications will not be construe as the pplication orm multiple pplications
n pplicant o a oint pplication will not be eligible to appl or the ebentures through a separate pplication orms ma be si ne b a t ir part on be al o t e pplicant s pro i e t at suc pplication orm either individuall or ointl Such pplicants are also deemed to have made multiple person ol s t e ower o ttorne o t e pplicant s cop o suc certi ie b a otar pplications and will be re ected Public as “True Copy” should be attached with the pplication orm ri inal o t e s oul not be attac e n the case o oint pplications the re unds i an interest pa ments and the redemption will be remitted in avour o the irst pplicant as identi ied in the pplication orm s per t e orei n ccount a Compliance ct ATCA) “US Persons” must provide the duly complete eclaration as per t e specimen i en in nne ure to et er wit t e pplication he ank shall not be bound to register more than three natural persons as oint holders o an Form. Under the provisions of FATCA, “US Persons” include; ebentures e cept in the case o e ecutors administrators or heirs o a deceased member . S Citi ens inclu in an in i i ual born in S but resi ent in anot er countr w o as not renounce S citi ens ip oint pplicants should note that all parties should either be residents o Sri Lanka or on esidents . law ul citi en o t e S inclu in reen car ol ers . person resi in in t e S g pplications b companies corporate bodies incorporated societies approved provident unds trust . person w o spen s certain number o a s in t e S eac ear unds and approved contributor pension schemes registered incorporated established in Sri Lanka . S Corporations, estates an trusts should have obtained necessar internal approvals as provided b their internal approval procedures . n entit t at as a lin a e or owners ip to S or t e S territories at the time o appl ing or the ebentures and should be made under their common seal or in an . Non U.S. entities that have at least one U.S. Person as a “substantial beneficial owner” other manner as provided b their rticles o ssociation or such other constitutional documents o such pplicant or as per the statutes governing them n the case o approved provident unds trust l un s or t e in estments in Debentures an t e pa ment or Debentures b on esi ents s oul be unds and approved contributor pension schemes the pplications should be in the name o the made only out of funds received as inward remittances or available to the credit of “Inward Investment rustee board o management Account” (IIA) (formerly known as Securities Investment Accounts) of the on esi ents opene an maintaine in a license commercial ban in Sri an a in accor ance wit irections i en b t e h ll uali ied nvestors should indicate in the pplication or ebentures their S account number Director o t e Department o orei n c an e in t at re ar to license commercial ban s
n the event the name address or number passport number compan number o the uali ied n en orsement b wa o a letter b t e license commercial ban in Sri an a in w ic t e pplicant nvestor mentioned in the pplication orm di er rom the name address or number passport maintains t e , s oul be attac e to t e pplication orm to t e e ect t at suc pa ment t rou number compan number as per the S records the name address or number compan ban ra t ban uarantee S as been ma e out o t e un s a ailable in t e number as per S records will prevail and be considered as the name address or number passport number compan number o such uali ied nvestor here ore uali ied nvestors pplications not ma e in line wit t e instructions will be re ecte are advised to ensure that the name address or number passport number compan number mentioned in the pplication orm tall with the name address or number passport number m on esi ents s oul a e obtaine necessar internal appro als as pro i e b t eir internal compan number given in the S account as mentioned in the pplication orm appro al proce ures at t e time o appl in or t e Debentures an ma be a ecte b t e laws o t e uris iction o t eir resi ence t e on esi ent pplicants wis to appl or t e Debentures, it is n the case o oint pplicants a oint S account in the name o the oint pplicants should be t eir responsibilit to compl wit t e laws rele ant to t e uris iction o t eir resi ence an o indicated Sri an a
pplication orms stating third part S accounts instead o pplicants’ own CDS account numbers, e cept in the case o margin trading will be re ected
atton ational ank PL – ebenture ssue 29 | Hatton National Bank PLC – Debenture Issue 2019 atton ational an C – Debenture ssue
Application Forms properly filled in accordance with the instructions thereof together with the remittance for the full amount payable on Application if not remitted through T S transfer should be enclosed in an envelope Marked “ ATT N NATI NA AN P C D NTU ISSU ” on the top left hand corner in capital letters and dispatched by post or courier or delivered by hand to egistrars to the Issue or collection points mentioned in Anne ure II of this Prospectus.
Applications sent by post or courier or delivered to any collection point set out in Anne ure II of this Prospectus should reach the office of the egistrar to the Issue, S S P Corporate Services (Private) imited, No. , Inner Flower oad, Colombo at least by . p.m. on the following Market Day immediately upon the Closure Date. Applications received after the said period will be re ected even though they have been delivered to any of the said collection points prior to the Closure Date or carry a postmark dated prior to the Closure Date.
Applications delivered by hand to the egistrars to the Issue after the Closure Date of the Issue will also be re ected.
lease note that A licant information such as full name address number ass ort number com an number and residenc ill be do nloaded from the database of based on the account number indicated in the A lication orm uch information ill take recedence over information rovided in the A lication orm
are must be taken to follo the instructions on the reverse of the A lication orm
A lications that do not strictl conform to such instructions and additional conditions set out hereunder or hich are illegible ma be re ected A A A B B A A A A A A A A B A A lease note that u on the allotment of ebentures under this ssue the allotted ebentures ould be credited to the Applicant’s CDS account so indicated.
ence B A A B
B B B B B
Applicants are allowed to invest in either;
. Debentures of Type A; and/or . Debentures of Type
sub ect to the minimum subscription under each Type of Debentures as given below.
The minimum subscription re uirement applicable for a ualified investor applying for Debt Securities shall be upees Ten Thousand ( , / ).
Provided however, the minimum subscription re uirement applicable for an individual investor applying for asel III Compliant Debt Securities shall be upees Five Million ( , , / ).
Hatton atton NationalNational ank Bank P C PLC – –Debenture Debenture Issue Issue 2019 | 30
Application Forms properly filled in accordance with the instructions thereof together with the remittance n pplication in e ce of the ini cription re ire ent hall e in ltiple of pee en for the full amount payable on Application if not remitted through T S transfer should be enclosed in an ho and envelope Marked “ ATT N NATI NA AN P C D NTU ISSU ” on the top left hand corner in capital letters and dispatched by post or courier or delivered by hand to egistrars to the Issue or collection n pplicant ho ld appl onl for one pe of e ent re nder one pplication or points mentioned in Anne ure II of this Prospectus. . D S C S Applications sent by post or courier or delivered to any collection point set out in Anne ure II of this Prospectus should reach the office of the egistrar to the Issue, S S P Corporate Services (Private) imited, a a ent in f ll for the total al e of e ent re applied for ho ld e ade eparatel in No. , Inner Flower oad, Colombo at least by . p.m. on the following Market Day immediately re pect of each pplication either che e an draft an arantee dra n pon an upon the Closure Date. Applications received after the said period will be re ected even though they have licen ed co ercial an operatin in ri an a or tran fer directed thro h an been delivered to any of the said collection points prior to the Closure Date or carry a postmark dated prior licen ed co ercial an operatin in ri an a a the ca e a e ect to the follo in to the Closure Date. a ent for pplication for al e a o e and incl i e of ri an an pee ne ndred Applications delivered by hand to the egistrars to the Issue after the Closure Date of the Issue will also illion ho ld e pported either a be re ected. an arantee i ed a licen ed co ercial an or ltiple an draft che e dra n pon an licen ed co ercial an operatin in lease note that A licant information such as full name address number ass ort ri an a each of hich ho ld e for a al e le than or number com an number and residenc ill be do nloaded from the database of based on tran fer ith al e on the e openin date the account number indicated in the A lication orm uch information ill take recedence over information rovided in the A lication orm ultiple c e ues o S t ans e s ill not e accepted o pplications o alues elo S i an an upees ne und ed illion . are must be taken to follo the instructions on the reverse of the A lication orm n t e case o pplication alues a o e and inclusi e o S i an an upees ne und ed A lications that do not strictl conform to such instructions and additional conditions set out illion ultiple an d a ts c e ues d a n upon an licensed hereunder or hich are illegible ma be re ected co e cial an ope atin in S i an a eac o ic s ould e o a alue less t an A A A B B A A A A A S i an an upees ne und ed illion ill e accepted. A A A B A A lease note that u on the allotment of ebentures under this ssue the allotted ebentures ould c he e or an draft should be made payable to “ atton ational an – e ent re be credited to the Applicant’s CDS account so indicated. e ” and crossed “Account Payee Only”, and must be honoured on the first pre entation ence B A A B d n ca e of an arantee ch an arantee ho ld e i ed an licen ed co ercial an in ri an a in fa o r of “ atton ational an – e ent re e ” B B B B B in a anner accepta le to the an and e alid for a ini of one onth fro the
e openin date th epte er Applicants are allowed to invest in either;
pplicant are ad i ed to en re that fficient f nd are a aila le in order to hono r the . Debentures of Type A; and/or an arantee incl i e of char e hen called pon to do o the e i trar to the e . Debentures of Type t i ad i a le that the pplicant di c ith their re pecti e an er the atter ith re ard
to the i ance of an arantee and all char e in ol ed ll e pen e ith re ard to ch sub ect to the minimum subscription under each Type of Debentures as given below. an arantee ho ld e orne the pplicant
The minimum subscription re uirement applicable for a ualified investor applying for Debt Securities e n ca e of tran fer onl for pplication al e a o e and incl i e of ri an an pee shall be upees Ten Thousand ( , / ). ne ndred illion ch tran fer ho ld e ade to the credit of
“ atton ational an – e ent re e ” earin cco nt er Provided however, the minimum subscription re uirement applicable for an individual investor applying at atton ational an ith al e on the e openin date i e the f nd to e ade for asel III Compliant Debt Securities shall be upees Five Million ( , , / ). a aila le to the a o e acco nt on the e openin date
atton National ank P C – Debenture Issue 31 | Hatton National Bank PLC – Debenture Issue 2019 atton ational an – e ent re e
he Applicant should obtain a confirmation from the Applicant’s bank, to the effect that arran ements ha e been made to transfer payment in full for the total alue of ebentures applied for to the credit of “ atton ational an P – ebenture ssue ” bearin Account umber at atton ational an P ith alue on ssue openin date i e the funds to be made a ailable to the abo e account on the ssue openin date and should be attached ith the Application orm
or transfers abo e and inclusi e of ri an an upees One undred illion , , , the Applicants are entitled to an interest at the rate of hree ecimal i e per centum per annum from the date of such transfers up to the ate of Allotment o e er, no interest ill be paid if the transfers are not reali ed before the end of the losure ate urthermore, e en if such transfers are effected prior to the ssue openin date, no interest ill be paid for the period prior to the ssue openin date
f ash ill not be accepted
Payment for the ebentures by on esidents should be made only out of funds recei ed as in ard remittances or a ailable to the credit of “Inward Investment Account” (IIA) maintained ith any licensed commercial ban in ri an a in accordance ith directions i en by the irector epartment of orei n chan e in that re ard to licensed commercial ban s
n endo se ent a o a lette t e licensed co e cial an in S i an a in ic t e pplicant aintains t e s ould e attac ed to t e pplication o to t e e ect t at suc pa ent t ou an d a t an ua antee S as een ade out o t e unds a aila le in t e .
h he amount payable should be calculated by multiplyin the number of ebentures applied for by the Par alue f there is a discrepancy in the amount payable and the amount specified in the che ue ban draft or ban uarantee, the Application ill be re ected
i n the e ent that che ues are not reali ed ithin o ar et ays of deposit, the monies ill be refunded and no allotment of ebentures ill be made he ues must be honoured on first presentation for the Application to be alid
he amount payable should be calculated by multiplyin the number of ebentures applied for by the Par alue f there is a discrepancy in the amount payable and the amount specified in the che ue ban draft or ban uarantee or transferred ia , the Application ill be re ected
n the e ent that che ues are not realised prior to the date of decidin the basis of allotment, the monies ill be refunded and no allotment of ebentures ill be made he ues must be honoured on first presentation for the Application to be alid
l All che ues ban drafts recei ed in respect of the Applications for ebentures ill be ban ed commencin from the or in ay immediately follo in the losure ate
Hatton atton ationalNational an Bank P PLC – – ebenture Debenture ssue Issue 2019 | 32
he Applicant should obtain a confirmation from the Applicant’s bank, to the effect that . C C S arran ements ha e been made to transfer payment in full for the total alue of ebentures applied for to the credit of “ atton ational an P – ebenture ssue ” bearin Application orms and the accompan in che ues bank drafts bank uarantees or transfers, Account umber at atton ational an P ith alue on ssue openin which are ille ible or incomplete in an wa and or not in accordance with the terms, conditions and date i e the funds to be made a ailable to the abo e account on the ssue openin date and instructions, set out in this rospectus and in the Application orm will be re ected at the sole discretion should be attached ith the Application orm of the ank
or transfers abo e and inclusi e of ri an an upees One undred illion Applications from individuals and ri ankans residin outside ri anka who are under the a e of , , , the Applicants are entitled to an interest at the rate of hree ecimal i e per ears or in the names of sole proprietorships, partnerships and unincorporated trusts will also be centum per annum from the date of such transfers up to the ate of Allotment o e er, re ected no interest ill be paid if the transfers are not reali ed before the end of the losure ate urthermore, e en if such transfers are effected prior to the ssue openin date, no interest An Application orm, which does not state a valid account number, will be re ected ill be paid for the period prior to the ssue openin date ore than one Application orm submitted under one pe of ebentures b an Applicant will not be f ash ill not be accepted accepted If more than one Application orm is submitted under one t pe of ebentures b a sin le Applicant, those would be considered as multiple Applications and the ank reserves the ri ht to re ect Payment for the ebentures by on esidents should be made only out of funds recei ed as such multiple Applications or suspected multiple Applications in ard remittances or a ailable to the credit of “Inward Investment Account” (IIA) maintained ith any licensed commercial ban in ri an a in accordance ith directions i en by the An Application orm from a non ualified Investor will also be re ected irector epartment of orei n chan e in that re ard to licensed commercial ban s An Application orm with more than three ( ) natural persons as oint Applicants for an t pe of n endo se ent a o a lette t e licensed co e cial an in S i an a in ic ebentures will be re ected t e pplicant aintains t e s ould e attac ed to t e pplication o to t e e ect t at suc pa ent t ou an d a t an ua antee S as een ade out o t e Applications delivered by hand to the Registrars to the Issue after the ‘Closure Date” will be re ected unds a aila le in t e . Applications received at the Registrar’s office by post or courier after 4.30 p.m. on the Market Day immediatel followin the losure ate, will also be re ected even if the carr a post mark dated prior h he amount payable should be calculated by multiplyin the number of ebentures applied to the losure ate for by the Par alue f there is a discrepancy in the amount payable and the amount specified in the che ue ban draft or ban uarantee, the Application ill be re ected Applications delivered to an place mentioned in Anne ure II should also reach the office of the e istrars to the Issue at least b p m on the arket a immediatel followin the losure ate i n the e ent that che ues are not reali ed ithin o ar et ays of deposit, the monies Applications received after the said duration will be re ected even thou h the have been delivered to ill be refunded and no allotment of ebentures ill be made he ues must be honoured on an of the said collection points prior to the losure ate first presentation for the Application to be alid In the event that che ues are not reali ed within wo ( ) arket a s of deposit and reali ed after he amount payable should be calculated by multiplyin the number of ebentures applied such date, the monies will be refunded and no allotment of ebentures will be made he ues must be for by the Par alue f there is a discrepancy in the amount payable and the honoured on first presentation for the Application to be valid In the event che ues are amount specified in the che ue ban draft or ban uarantee or transferred ia , the dishonoured returned on first presentation, such Applications will be re ected Application ill be re ected . S n the e ent that che ues are not realised prior to the date of decidin the basis of allotment, the monies ill be refunded and no allotment of ebentures ill be made he ues must be All che ues or bank drafts or bank uarantees received in respect of Applications will not be banked or honoured on first presentation for the Application to be alid called on until the orkin a immediatel after the losure ate as set out in ection of this rospectus, in terms of the istin ules l All che ues ban drafts recei ed in respect of the Applications for ebentures ill be ban ed commencin from the or in ay immediately follo in the losure ate
atton ational an P – ebenture ssue 33 | Hatton National Bank PLC – Debenture Issue 2019 atton ational ank – ebenture Issue
. S S D S
In the event of an over subscription the oard of Directors of the ank will endeavour to decide the basis of allotment in a fair manner as soon as practicable so as to ensure compliance with the C isting Rules. pon the allotments being decided an announcement will be made to the C .
he oard however shall reserve the right to allocate up to a ma imum of of the number of Debentures to be allotted under this Issue to institutional and or identified investor s of strategic importance with whom the ank might have mutually beneficial relationships in the future as future investors who are rospectus.
umber of Debentures to be allotted to identified institutional investor s of strategic and operational importance on a preferential basis or otherwise will not e ceed of the total number of Debentures to be issued under this rospectus under any circumstances unless there is an under subscription from the other investors investors that do not fall under preferential category .
he number of Debentures to be issued under Debentures of ype A and Debentures of ype will be in accordance with the basis of allotment which will be decided at the discretion of the oard of Directors of the ank in a fair manner in the event of an oversubscription.
he ank reserves the right to re ect any Application or to accept any Application in part only without assigning any reason therefor.
A written confirmation informing successful Applicants of the allotment of Debentures will be dispatched within ten 0 Market Days from the Closure Date as re uired by the C .
. DS
Monies will be refunded where . an Application is re ected for reasons given in . of this rospectus or . the Application is accepted only in part.
he Applicants may indicate the preferred mode of refund payments in the Application orm i.e. direct transfer via I R or che ue .
If the Applicant has provided accurate and complete details of his her bank account in the Application the ankers to the Issue will make refund payments up to and inclusive of Rupees ive Million R 000 000 to the bank account specified by the Applicant through I and a payment advice will be sent in the event of refunds over Rupees ive Million R 000 000 if the Applicant has provided accurate and correct details of his her bank account refunds will be made via R or if the Applicant has not provided accurate and correct details of his her bank account in the Application or if the Applicant has not provided details of the bank account in the Application orm the ank will make such refund payments to the Applicant by way of a che ue and sent by post at the risk of the Applicant.
In the case of oint Application the che ues will be drawn in favour of the Applicant’s name appearing first in the Application orm.
Hatton atton ationalNational ank Bank C PLC – –Debenture Debenture Issue Issue 0 2019 |43 34
. S S D S t is t e resp nsi ilit n esi ents reign n est rs t ens re t at t eir etails are acc ratel pr i e n t e pplicati n rm t r ar t e re n t t r g ic t e pplicati n as ma e In the event of an over subscription the oard of Directors of the ank will endeavour to decide the basis of allotment in a fair manner as soon as practicable so as to ensure compliance with the C isting pplicants can tain etails n an an ranc c es re ire r pr i ing instr cti ns n Rules. pon the allotments being decided an announcement will be made to the C . trans ers at t e ll ing e site
he oard however shall reserve the right to allocate up to a ma imum of of the number of https://www.lankaclear.com/assets/images/products/products-and- Debentures to be allotted under this Issue to institutional and or identified investor s of strategic services/slips/file/SLIPS_%20Bank%20branch%20list%2020190411.xls importance with whom the ank might have mutually beneficial relationships in the future as future investors who are rospectus. e n s n pplicati ns re ecte r partl all tte e ent res l e ma e it in ten mar et a s e cl ing t e l s re ate pplicants l e entitle t recei e interest at t e rate t e last umber of Debentures to be allotted to identified institutional investor s of strategic and operational te erage eig te rime en ing ate p lis e in t e imme iatel prece ing ee importance on a preferential basis or otherwise will not e ceed of the total number of Debentures t e entral an ri an a r an t er a t rit in t e e ent t at t e entral an ri an a to be issued under this rospectus under any circumstances unless there is an under subscription from ceases t p lis t e pl s i e per cent m r t e ela e peri n an re n s n t the other investors investors that do not fall under preferential category . ma e it in t is peri
he number of Debentures to be issued under Debentures of ype A and Debentures of ype will be in . CDS CC S D S C D D accordance with the basis of allotment which will be decided at the discretion of the oard of Directors of the ank in a fair manner in the event of an oversubscription. e ent res all tte ill e irectl ep site t t e respecti e acc nts gi en in t e pplicati n rms e re t e e pir eig teen ar et a s r m t e l s re ate ritten c n irmati n he ank reserves the right to re ect any Application or to accept any Application in part only without t e cre it ill e sent t t e pplicants it in t ar et a s cre iting t e acc nt assigning any reason therefor. r inar p st t t e a ress pr i e eac pplicant
A written confirmation informing successful Applicants of the allotment of Debentures will be e an ill s mit t t e a eclarati n n irect pl a t n t e ar et a imme iatel dispatched within ten 0 Market Days from the Closure Date as re uired by the C . following the day on which the Applicants’ CDS accounts are cre ite it t e e ent res
. DS ra ing e ent res n t e sec n ar mar et ill c mmence n r e re t e t ir r ar et a r m t e receipt t e eclarati n t e as per t e isting les Monies will be refunded where . an Application is re ected for reasons given in . of this rospectus or . the Application is accepted only in part.
he Applicants may indicate the preferred mode of refund payments in the Application orm i.e. direct transfer via I R or che ue .
If the Applicant has provided accurate and complete details of his her bank account in the Application the ankers to the Issue will make refund payments up to and inclusive of Rupees ive Million R 000 000 to the bank account specified by the Applicant through I and a payment advice will be sent in the event of refunds over Rupees ive Million R 000 000 if the Applicant has provided accurate and correct details of his her bank account refunds will be made via R or if the Applicant has not provided accurate and correct details of his her bank account in the Application or if the Applicant has not provided details of the bank account in the Application orm the ank will make such refund payments to the Applicant by way of a che ue and sent by post at the risk of the Applicant.
In the case of oint Application the che ues will be drawn in favour of the Applicant’s name appearing first in the Application orm.
atton ational ank C – Debenture Issue 0 43 35 | Hatton National Bank PLC – Debenture Issue 2019 att n ati nal an – e ent re ss e
.
. C D
atton ational an is a leader in the an ing industry in Sri an a with an o er years of proud history, supporting the economic growth of the country. First established as “Hatton Bank” in eing a lifeline to thousands of plantation wor ers in the atton region the an o ed forward to e incorporated as a u lic i ited Co pany in HNB’s growth has been driven by its island wide reach strong relationships the a ility to rein ent itself and a strong alue ased organisation culture Currently is a ongst the op largest pu lic listed co panies y ar et capitalisation at the Colo o Stoc change
. S
“ o e the ac nowledged leader and chosen partner in pro iding financial solutions through inspired people”
. S
reasure professional personal integrity at all ti es De onstrate utual respect in all our interactions assionate in e erything we do Co itted to eing custo er centric Courage to change challenge and e different De onstrate unity in di ersity
. S SS
he an acti ely deli ers a range of financial ser ices including accepting deposits personal an ing corporate an ing treasury pro ect financing trade finance sla ic an ing custodial ser ices credit card ser ices and international an ing related products
. S S S S D SS S
a St ate ies
he ey strategic focus areas of the an would include . rofita le alance sheet growth y focusing on retail and S and icro finance seg ents . pro ing asset uality y refining credit appro al structure and operating odel of the an and y le eraging on the dedicated collections centre . pgrade infrastructure and focusing on Digital an ing to i pro e the future readiness . pro ing the e ployee alue proposition . nhanced custo er e perience y offering choice and con enience through ultiple channels i pro ed product propositions to eet custo er re uire ents
Hatton atton ationalNational an Bank C PLC – –De enture Debenture ssue Issue 2019 | 36
. is s he implementation and achievement of the key strategies and the ob ectives would be . C D dependent on the economic political environment in the country which would have an impact on the domestic credit growth which in turn would affect the income profitability of the Bank. atton ational an is a leader in the an ing industry in Sri an a with an o er years of proud history, supporting the economic growth of the country. First established as “Hatton Bank” in igital disruption is a key challenge faced by the industry and could have an impact unless eing a lifeline to thousands of plantation wor ers in the atton region the an o ed forward to e actions are taken in a timely manner. Further, unforeseen events, could result in delays in the incorporated as a u lic i ited Co pany in HNB’s growth has been driven by its island wide implementation of key upgrades implementations thereby delay the e pected outcomes. reach strong relationships the a ility to rein ent itself and a strong alue ased organisation culture Currently is a ongst the op largest pu lic listed co panies y ar et capitalisation at the c ssu ptions in elation to utu e plans Colo o Stoc change
he key assumptions used in formulating the future strategies of the Bank are as follows . S . he economic growth is e pected to be moderate over the ne t couple of years, slightly above “ o e the ac nowledged leader and chosen partner in pro iding financial solutions through inspired the growth rates witnessed over the past years. people” . he current high interest rate regime is e pected to continue during the ma or part of the current year and e pected to marginally come down as witnessed historically . S
. upee is e pected to depreciate marginally compared to the previous year reasure professional personal integrity at all ti es De onstrate utual respect in all our interactions assionate in e erything we do . S D C Co itted to eing custo er centric Courage to change challenge and e different he stated capital of the Bank represents ordinary voting and Non voting shares as given below.
De onstrate unity in di ersity otin dina S a es st Dece e t une . S SS Balance (LKR 000’s) , , , , Number of hares No. , , , , he an acti ely deli ers a range of financial ser ices including accepting deposits personal an ing corporate an ing treasury pro ect financing trade finance sla ic an ing custodial ser ices credit on otin dina st Dece e t une card ser ices and international an ing related products S a es Balance (LKR 000’s) , , , , . S S S S D SS S Number of hares No. , , , , *unaudited a St ate ies he Bank does not have preference or any other classes of shares in issue. he Bank also does not have
any outstanding convertible debt securities. he ey strategic focus areas of the an would include
. rofita le alance sheet growth y focusing on retail and S and icro finance seg ents t the tra rdinary eneral eeting held on th uly , shareholders approved a resolution to . pro ing asset uality y refining credit appro al structure and operating odel of the issue , , voting shares and , , non voting shares by way of a rights issue to the e isting an and y le eraging on the dedicated collections centre shareholders of the Bank in the proportion of one new ordinary share for every si ordinary shares . pgrade infrastructure and focusing on Digital an ing to i pro e the future readiness held as at the end of trading on th uly . hese shares were to be issued at an issue price of . pro ing the e ployee alue proposition s per each rdinary oting hare and at an issue price of s per each ordinary non voting . nhanced custo er e perience y offering choice and con enience through ultiple share. ccordingly, Bank raised s . Billion through the issue of , , voting shares and channels i pro ed product propositions to eet custo er re uire ents , , non voting shares. he non voting shares rank pari passu in respect of all rights with the
ordinary shares of the Bank e cept voting rights on resolutions passed at general meetings. f the Bank
fails to pay dividends for three consecutive years, these shares will automatically be converted into
voting ordinary shares.
atton ational an C – De enture ssue 37 | Hatton National Bank PLC – Debenture Issue 2019 Hatton National Bank – ebenture ssue
s a e l ee a e n lan a as n e ec e Ban as ss e s a es all n 0 0 an n 0 an 0 es ec el e el le e l ees e Ban
. S D S S t
en ( 0) la es s a e l e s e Ban as a 0 ne 0 en el
otin dina S a es
otin a e o. o S a es Capital
l ees en n 0
Lan a ns ance a n L L e n 0
l s ( e l n) ( ) L e
assen s ( ) L e 0 0
l el a a n
ne l n s L e
Lan a ns ance a n L ene al n
s lle es an Lan a L 0 0
L an l n e le n n es en n
0 a nal a n s Ban
an a a e e Ban n a e L Ban n a e B anc
s Lees a nne a a n 00 0 RB n es e ces s RB e n a e s all n 0 B n l L s s a e l al ella n L s a e n an c n nen n
RB n es e ces Ban L n e a e n 0
B Re R e al Re n n
B l e a e c al n es en s LL 0
B c s l L R 0 00 0
Ban e es Ban cc n
0 B Re R e s l e Re n n 0 0
s an e s ns e Ban n c ec ns 00 e al c llec e n s n e Ban l s ( e l n) L e assen s L e an s lle es an Lan a ( c llec el l e n s a es e Ban ) a e l e 0 e al n s e Ban e ec a c 0 as e n s n e cess s c e cen a e s ee e n al a a e
Hatton a n a nalNational Ban Bank L PLC – – e en e Debenture ss e Issue 0 2019 | 38
s a e l ee a e n lan a as n e ec e Ban as ss e s a es all n on otin dina S a es 0 0 an n 0 an 0 es ec el e el le e l ees e Ban
. S D S S t on otin a e o. o S a es en ( 0) la es s a e l e s e Ban as a 0 ne 0 en el Capital otin dina S a es
otin a e o. o S a es Capital
l ees en n 0 Lan a ns ance a n L L e n 0 l s ( e l n) ( ) L e assen s ( ) L e 0 0 l el a a n
ne l n s L e Lan a ns ance a n L ene al n s lle es an Lan a L 0 0 L an l n e le n n es en n 0 a nal a n s Ban
an a a e e Ban n a e L Ban n a e B anc s Lees a nne a a n 00 0 RB n es e ces s RB e n a e s all n 0 B n l L s s a e l al ella n L s a e n an c n nen n
RB n es e ces Ban L n e a e n 0
B Re R e al Re n n
B l e a e c al n es en s LL 0
B c s l L R 0 00 0
Ban e es Ban cc n
0 B Re R e s l e Re n n 0 0
s an e s ns e Ban n c ec ns 00 e al c llec e n s n e Ban l s ( e l n) L e assen s L e an s lle es an Lan a ( c llec el l e n s a es e Ban ) a e l e 0 e al n s e Ban e ec a c 0 as e n s n e cess s c e cen a e s ee e n al a a e
a n a nal Ban L – e en e ss e 0 39 | Hatton National Bank PLC – Debenture Issue 2019 –
. D S D S SS
ea o CS an in ssue alue nte est eno ssue Date atu it Date ssuance listin LKR (000’s) ate p.a.
enture Holders’ rights in respect of calling and
Hatton National Bank PLC – – Debenture Issue 2019 | 40
. D S D S SS
R L R L R L R RR K s at st ece er and th une the outstanding alances are gi en in the ta le elo ea o CS an in ssue alue nte est eno ssue Date atu it Date ssuance listin LKR (000’s) ate p.a. s s 0
LKR 000 alance as at st ece er e orro ings settle ents alance as at st ece er s 0 0
LKR 000 alance as at st ece er e orro ings settle ents enture Holders’ rights in respect of calling and alance as at s at th une
*unaudited orro ing of Hatton ational an as at st ece er and th une co prise of the follo ing categories
s s 0 s 0 0 LKR 000 LKR 000 ue to an s ecurities sold under repurchase agree ents ther orro ings
e t securities issued u ordinated ter de ts
*unaudited
– 41 | Hatton National Bank PLC – Debenture Issue 2019 Hatton ational an – e enture ssue
0 L L L K
L L
s s s s s 0 0 0 LKR 000 LKR 000
*unaudited
L – K
s s s s 0 0 0 LKR 000 LKR 000
*unaudited
L K
Hatton National Bank PLC – – Debenture Issue 2019 | 42
0 L L L K
L L s s s s s 0 0 0 LKR 000 LKR 000
*unaudited
L – K
s s s s 0 0 0 LKR 000 LKR 000
*unaudited
L K
– 43 | Hatton National Bank PLC – Debenture Issue 2019 –
but not limited to the Bank’s ea
Hatton National Bank PLC – – Debenture Issue 2019 | 44
he details o ou om anies o the Bank a e i en in the table belo
B ssu an e isted subsidia i e nsu an e but not limited to the Bank’s ea ithma e elo ment td ubsidia o e t e elo ment uit a tne s t td oint entu e n estment Bankin
B inan e td ubsidia i o inan e
he Boa d om ises o ele en i e to s out o hom ten a e on e uti e i e to s and one is an e uti e i e to ut o the on e uti e i e to s se en ha e been de la ed as inde endent as at the date o this os e tus the a e as ollo s
ee akkod hai man on e uti e nde endent i e to a una atne on e uti e nde endent i e to el ola on e uti e nde endent i e to oosai illai on e uti e nde endent i e to e il a on e uti e nde endent i e to atna ake on e uti e nde endent i e to ei is on e uti e nde endent i e to
– 45 | Hatton National Bank PLC – Debenture Issue 2019 atton ational Bank – ebentu e ssue
Hatton National Bank PLC – – Debenture Issue 2019 | 46
Financial & Insurance Services Group of the Employers’ Federation of Ceylon, a Member of the Main Alles is a dynamic Banker and a corporate leader; he has contributed to HNB’s macro development d enabling a new paradigm in Sri Lanka’s banking culture. Under his leadership, HNB has received Consultant Engineer, counts over 34 years’ of experience in Civil Engineering. Wide business experience –
– 47 | Hatton National Bank PLC – Debenture Issue 2019 –
ast Chairman of the National Construction Association of Sri Lanka, inaugural Chairman of Human esources evelopment vt Ltd and Advance Construction raining Academy and a irector of roperty evelopment Ltd B C , Sino Lanka Hotels & Spa vt Ltd., and Canwill Holdings vt Ltd.
Non Executive irector Appointed April
Experience gained in diverse business and leadership roles. Secondary education at Millfield, U. . and the University of Miami, Florida
irector of olypak Secco Ltd, aints & General Industries Ltd, aints & General Exports Ltd, CIC Holdings LC, ropertex evelopment Ltd, Austin Gloves Ceylon Ltd, CEI lastics Ltd, anweli Ltd, Agriland Ltd, Forest Creek ark Ltd, Body Bar Ltd, Horahena Investments Ltd, almland Ltd, arkland Ltd, Cisco Specialty ackaging vt Ltd, andiya Farms Ltd. And Link Natural roducts vt Ltd and Chacra Capital Holdings vt Ltd.
Independent, Non Executive irector Appointed April 4
Counts over 3 years of business experience in General Management, Marketing and Sales in Sri Lanka, U. ., India and Bangladesh. Executive Education Alumnus of INSEA France and holds a MBA from the University of Colombo. A Chartered Marketer and a Fellow of the Chartered Institute of Marketing – U. .
Non Executive Chairman of Ceylon Beverage Holdings LC, Lion Brewery Ceylon LC and CIC Feeds Group of companies. Independent non executive irector of ohn eells Holdings LC, Sunshine Holdings LC, Silvermill Investment Holdings vt Ltd and a Member of the Supervisory Board of Associated Motorways rivate Ltd. Member of the Monetary olicy Consultative Committee of the Central Bank of Sri Lanka. Committee Member of the Ceylon Chamber of Commerce and Management Committee of the Mercantile Services rovident Society.
Chairman and CE of Unilever Sri Lanka
Hatton NationalNational Bank Bank LC PLC – – ebenture Debenture Issue Issue 2019 | 48
ast Chairman of the National Construction Association of Sri Lanka, inaugural Chairman of Human esources evelopment vt Ltd and Advance Construction raining Academy and a irector of roperty evelopment Ltd B C , Sino Lanka Hotels & Spa vt Ltd., and Canwill Holdings vt Ltd. Non Executive irector Appointed April Experience gained in diverse business and leadership roles. Secondary education at Millfield, U. . and the University of Miami, Florida irector of olypak Secco Ltd, aints & General Industries Ltd, aints & General Exports Ltd, CIC Holdings LC, ropertex evelopment Ltd, Austin Gloves Ceylon Ltd, CEI lastics Ltd, anweli Ltd, Agriland Ltd, Forest Creek ark Ltd, Body Bar Ltd, Horahena Investments Ltd, almland Ltd, arkland Ltd, Cisco Specialty ackaging vt Ltd, andiya Farms Ltd. And Link Natural roducts vt Ltd and Chacra Capital Holdings vt Ltd.
Independent, Non Executive irector Appointed April 4
Counts over 3 years of business experience in General Management, Marketing and Sales in Sri Lanka, Over 30 years’ of experience in Finance, Strategy, Risk Management & Compliance in the financial U. ., India and Bangladesh. Executive Education Alumnus of INSEA France and holds a MBA from the University of Colombo. A Chartered Marketer and a Fellow of the Chartered Institute of Marketing – U. .
Non Executive Chairman of Ceylon Beverage Holdings LC, Lion Brewery Ceylon LC and CIC Feeds Group of companies. Independent non executive irector of ohn eells Holdings LC, Sunshine Holdings LC, Silvermill Investment Holdings vt Ltd and a Member of the Supervisory Board of Associated Motorways rivate Ltd. Member of the Monetary olicy Consultative Committee of the Central Bank of Sri Lanka. Committee Member of the Ceylon Chamber of Commerce and Management Committee of the Mercantile Services rovident Society. Chairman and CE of Unilever Sri Lanka
Hatton National Bank LC – ebenture Issue 49 | Hatton National Bank PLC – Debenture Issue 2019 –
n epen ent, on xec tive irector ppointe pril 0
Over 40 years’ of experience in commercial banking and Bank Management. lecte an ssociate of the Chartere nstit te of ankers, on on, in ecem er , on s ccessf l completion of its professional examinations as een expose to extensive training attachments in anking an Management oth locally an overseas ith res ner ank, , ermany, ational nstit te of ank Management, ne, n ia, Centre for Financial ngineering in evelopment, ashington C S , Mt li a Camp s Monash niversity, Mel o rne, stralia Team Member of HNB’s User Group Heads who evaluated IT Systems in the U.K. and India. articipate in a st y to r of the So th frican anking System organise y the nstit te of ankers, So th frica laye a key role in ’s acquisitions of Indosuez Bank and Habib Bank AG Zurich.
n epen ent on xec tive irector, Mal atte alley lantations C an olco Ceylon rivate t
Former cting Chief xec tive Officer an Chief Operating Officer, nion ank of Colom o C, former irector, anka Clear imite an former lternate irector, Cre it nformation rea of Sri anka CR Former ep ty eneral Manager Corporate anking , atton ational ank C
on xec tive, on n epen ent irector ppointe Octo er 0
Mr Fernan o is a Fello mem er of Chartere nstit te of Management cco ntants of nite ing om an as a ar e a Masters egree in siness ministration from ostgra ate nstit te of Management, niversity of Sri aya ar enap ra in
Mr Fernan o is a irector of ison vt t an ealthCey vt t e has hel oar an other positions in several sectors incl ing Finance, ife & eneral ns rance, ssets management & nit r sts, Management of healthcare, foo & everages, man fact ring an in retail
Hatton atton ationalNational ank Bank C PLC – – e ent re Debenture ss e Issue 0 2019 | 50
Mr. ernando served as a non executive irector in the HNB board from April 0 to March 0 . He has also served as the executive irector of Sri anka Insurance orporation td from year 00 – 00 . He was a irector of istilleries o. of Sri anka from ebruary 00 – ecember 00 . n epen ent, on xec tive irector Mr. ernando also served in the irector boards of anka Hospitals orp. Sept. 00 – une 00 ppointe pril 0 and May 00 – une 0 Melstacorp une 0 0 – ec. 0 elwatte Sugar April 0 – Nov. 0 and National Asset management td Sept. 00 – April 0 0 . Over 40 years’ of experience in commercial banking and Bank Management. Mr. ernando is an alumni of ostgraduate Institute of Management University of Sri ayawardenepura. lecte an ssociate of the Chartere nstit te of ankers, on on, in ecem er , on s ccessf l completion of its professional examinations as een expose to extensive training attachments in anking an Management oth locally an overseas ith res ner ank, , ermany, ational nstit te of ank Management, ne, n ia, Centre for Financial ngineering in evelopment, ashington C S , Mt li a Camp s Monash Independent Non xecutive irector niversity, Mel o rne, stralia Appointed October 0 Team Member of HNB’s User Group Heads who evaluated IT Systems in the U.K. and India. articipate in a st y to r of the So th frican anking System organise y the nstit te of ankers, So th frica A hartered ngineer Group IO and the enter Head for irtusa Sri anka. He holds an MBA from the laye a key role in ’s acquisitions of Indosuez Bank and Habib Bank AG Zurich. ostgraduate Institute of Management Sri ayawardenapura and a irst lass Honors egree in Software ngineering from ity University in ondon. n epen ent on xec tive irector, Mal atte alley lantations C an olco Ceylon rivate t Has over 20 years’ experience in IT, digital transformation pro ect and service delivery. He has experience in large scale business transformation program design and execution driving corporate innovation cyber security solution architecture customer support consultancy and general Former cting Chief xec tive Officer an Chief Operating Officer, nion ank of Colom o C, former management in UK USA Australia India and Sri anka. He has delivered multi million dollar pro ects to irector, anka Clear imite an former lternate irector, Cre it nformation rea of Sri anka ortune 000 companies with geographically spread software teams. CR Former ep ty eneral Manager Corporate anking , atton ational ank C ounder irector and former hairman of Sri anka Association for Software and Services ompanies S ASS OM the industry body for IT and B M in Sri anka and the former hairman of Sarvodaya usion the I T4 arm of Sarvodaya the largest NGO in Sri anka He represents the IT industry on the boards of several leading universities Institutions. on xec tive, on n epen ent irector ppointe Octo er 0 Has served as a irector of Sanasa evelopment Bank from ecember 0 4 to anuary 0 and Sri anka Institute of Information Technology. Mr Fernan o is a Fello mem er of Chartere nstit te of Management cco ntants of nite ing om an as a ar e a Masters egree in siness ministration from ostgra ate nstit te of Management, niversity of Sri aya ar enap ra in Independent Non xecutive irector Mr Fernan o is a irector of ison vt t an ealthCey vt t e has hel oar an other Appointed April 0 positions in several sectors incl ing Finance, ife & eneral ns rance, ssets management & nit r sts, Management of healthcare, foo & everages, man fact ring an in retail A member of the Institute of hartered Accountants of Sri anka a fellow member of the hartered Institute of Management Accountants UK . He is also a hartered Global Management Accountant and an associate member of the Institute of hartered Accountants of Sri anka.
atton ational ank C – e ent re ss e 0 51 | Hatton National Bank PLC – Debenture Issue 2019 Hatton National Bank – ebenture Issue 0 0
non exec ive direc or ar i s ey on
r ieris as e ro p ie xec ive icer o e in er ro p o ri an a, ro y 20 0 o c o er 20 He as na ed as one o e op orpora e ron nners siness eaders in ri an a y in 20 2, 20 , 20 , 20 and 20 He as a so a e er o e ro p ana e en o i ee o Hay eys ro c o er 20 o c o er 20 r ieris served as e ice residen inance o in er sia d in Hon on or o years and as inance irec or o in er ro p in ri an a or six years He nders died ar e in opera ions in in er, a aica He as een a irec or o ic o ed o panies in ri an a, an ades and Indonesia and a irec or o on o ed o panies in India and Hon on
r ieris as vo n eered is services on any ron s – s an c ive o arian since and a pas presiden o e o ary o o o o or as a e er o e o nci o Ins i e o ar ered cco n an s o ri an a as a e er o e xec ive o nci o e ri an a e ai ers ssocia ion as a e er o e a er o i ee o e ey on a er o o erce
erna e irec or o r ap ain – irec or, H ppoin ed y 20
ppoin ed as a erna e irec or in y 20 He is a e o o e Ins i e o ar ered cco n an s o ri an a, a e o o e ar ered Ins i e o ana e en cco n an s o ondon and a er i ied ana e en cco n an s ra ia r a din is an a ni o e sia Ins i e o ana e en and serves as air an o Ind s ria ssocia ion o ri an a
r a din as over 0 years o experience in inance, pera ions and enera ana e en
He is presen y e irec or o o ypa ecco d, a irec or o ain s enera Ind s ries d and o y ex roper ies and Inves en s d He is a so e air an o e anex and a irec or o I Ho din s and serves in e oard o irec ors o a n er o co panies in e I ro p inc din o o e ain s an a d r a din serves as e air an o e di o i ee o I Ho din s
r a din as served as e o ercia irec or and ro p inance irec or o I Ho din s or e period 200 He as e o n ry on ro er ro p inance irec or or e ri an a or e period 200 – 20 0 and a so e ro p ie pera in icer, ro ns ro p o o panies and e ana in irec or o ro n Inves en s ro 20 0 20
HattonHa on a iona National an Bank PLC – – e en re Debenture Iss e Issue 20 2019 | 52
non exec ive direc or ar i s ey on r ieris as e ro p ie xec ive icer o e in er ro p o ri an a, ro y 20 0 o c o er 20 He as na ed as one o e op orpora e ron nners siness eaders in ri an a y in 20 2, 20 , 20 , 20 and 20 He as a so a e er o e ro p ana e en o i ee o Hay eys ro c o er 20 o c o er 20 r ieris served as e ice residen – inance o in er sia d in Hon on or o years and as inance irec or o in er ro p in ri an a or six years He nders died ar e in opera ions in in er, a aica He as een a irec or o – ic o ed o panies in ri an a, an ades and Indonesia and a irec or o on o ed o panies in India and Hon on
r ieris as vo n eered is services on any ron s – s an c ive o arian since and a pas presiden o e o ary o o o o or as a e er o e o nci o Ins i e o ar ered cco n an s o ri an a as a e er o e xec ive o nci o e ri an a e ai ers ssocia ion as a e er o e a er o i ee o e ey on a er o o erce – erna e irec or o r ap ain – irec or, H ppoin ed y 20 ppoin ed as a erna e irec or in y 20 He is a e o o e Ins i e o ar ered cco n an s o ri an a, a e o o e ar ered Ins i e o ana e en cco n an s o ondon and a er i ied DIRECTORS’ INTEREST IN ASSETS ana e en cco n an s ra ia r a din is an a ni o e sia Ins i e o ana e en and serves as air an o Ind s ria ssocia ion o ri an a r a din as over 0 years o experience in inance, pera ions and enera ana e en
He is presen y e irec or o o ypa ecco d, a irec or o ain s enera Ind s ries d and o y ex roper ies and Inves en s d He is a so e air an o e anex and a irec or o I Ho din s and serves in e oard o irec ors o a n er o co panies in e I ro p inc din with effect from 1st January 2016, to review ‘Related Party Transactions’ in terms of the Code of Best o o e ain s an a d r a din serves as e air an o e di o i ee o I Ho din s
r a din as served as e o ercia irec or and ro p inance irec or o I Ho din s or e period 200 He as e o n ry on ro er ro p inance irec or or e ri an a or e period 200 – 20 0 and a so e ro p ie pera in icer, ro ns ro p o o panies and e ana in irec or o ro n Inves en s ro 20 0 20
Ha on a iona an – e en re Iss e 20 53 | Hatton National Bank PLC – Debenture Issue 2019 –
STAT TOR DEC ARATIONS
STAT TOR DEC ARATION T E DIRECTORS
e, the undersi ned who are named herein as irectors of atton ational Ban P C here y declare and confirm that we have read the rovisions of C istin Rules and of the Com anies ct o of 200 and any amendments thereto relatin to the ssue of the Pros ectus and those rovisions have een com lied with
This Pros ectus has een seen and a roved y us and we collectively and individually acce t full res onsi ility for the accuracy of the information iven and confirm that after ma in all reasona le en uiries and to the est of our nowled e and elief, there are no other facts the omission of which would ma e any statement herein misleadin or inaccurate here re resentations re ardin the future erformance of the Com any have een iven in the Pros ectus, such re resentations have een made after due and careful en uiry of the information availa le to the Com any and ma in assum tions that are considered to e reasona le at the resent oint in time in our est ud ment
The arties to the ssue includin awyers, uditors and Ratin Com any have su mitted declarations to the Com any declarin that they have com lied with all re ulatory re uirements a lica le to such arties, and that such arties have no conflict of interest with the Com any evertheless, cuity Partners Pvt imited, one of the Joint ana ers and Placement ents to the ssue is a oint venture etween atton ational Ban P C and CC Ban P C urther, the Com any ecretaries to the said ssue has also su mitted declarations to the Com any declarin that they have com lied with all re ulatory re uirements a lica le to them
n lication has een made to the C for ermission to deal in and for a listin for e entures issued y the Com any and those e entures which are the su ect of this ssue
uch ermission will e ranted when e entures are listed on the C The C assumes no res onsi ility for the correctness of any of the statements made or o inions e ressed or re orts included in this Pros ectus istin on the C is not to e ta en as an indication of the merits of the Com any or of the e entures issued
N D D S r eera ody Chairman on ecutive , nde endent irector d r J lles ana in irector Chief ecutive fficer d r R arunaratne irector on ecutive , nde endent d r R Ca tain irector on ecutive , on nde endent d r P R aldin lternate irector to r R Ca tain r Ca raal irector on ecutive , on nde endent d r P C Pel ola irector on ecutive , nde endent d r P oosai illai irector on ecutive , nde endent d r e ilva irector on ecutive , nde endent d r ernando irector on ecutive , on nde endent d r T P amarasin he lternate irector to r ernando r Ratnaya e irector on ecutive , nde endent d r Pieris irector on ecutive , nde endent d
Hatton atton ationalNational Ban Bank P C PLC – – e enture Debenture ssue Issue 201 2019 |6 54
STAT TOR DEC ARATION T E OINT ANA ERS AND ACE ENT A ENTS TO T E ISS E STAT TOR DEC ARATIONS STAT TOR DEC ARATION T E DIRECTORS e, the undersi ned who are named herein as irectors of atton ational Ban P C here y declare and confirm that we have read the rovisions of C istin Rules and of the Com anies ct o of 200 and any amendments thereto relatin to the ssue of the Pros ectus and those rovisions have een com lied with This Pros ectus has een seen and a roved y us and we collectively and individually acce t full res onsi ility for the accuracy of the information iven and confirm that after ma in all reasona le en uiries and to the est of our nowled e and elief, there are no other facts the omission of which would ma e any statement herein misleadin or inaccurate here re resentations re ardin the future erformance of the Com any have een iven in the Pros ectus, such re resentations have een made after due and careful en uiry of the information availa le to the Com any and ma in assum tions that are considered to e reasona le at the resent oint in time in our est ud ment The arties to the ssue includin awyers, uditors and Ratin Com any have su mitted declarations to the Com any declarin that they have com lied with all re ulatory re uirements a lica le to such arties, and that such arties have no conflict of interest with the Com any evertheless, cuity Partners Pvt imited, one of the Joint ana ers and Placement ents to the ssue is a oint venture etween atton ational Ban P C and CC Ban P C urther, the Com any ecretaries to the said ssue has also su mitted declarations to the Com any declarin that they have com lied with all re ulatory re uirements a lica le to them n lication has een made to the C for ermission to deal in and for a listin for e entures issued y the Com any and those e entures which are the su ect of this ssue
uch ermission will e ranted when e entures are listed on the C The C assumes no res onsi ility for the correctness of any of the statements made or o inions e ressed or re orts included in this Pros ectus istin on the C is not to e ta en as an indication of the merits of the Com any or of the e entures issued
N D D S r eera ody Chairman on ecutive , nde endent irector d r J lles ana in irector Chief ecutive fficer d r R arunaratne irector on ecutive , nde endent d r R Ca tain irector on ecutive , on nde endent d r P R aldin lternate irector to r R Ca tain r Ca raal irector on ecutive , on nde endent d r P C Pel ola irector on ecutive , nde endent d r P oosai illai irector on ecutive , nde endent d r e ilva irector on ecutive , nde endent d r ernando irector on ecutive , on nde endent d r T P amarasin he lternate irector to r ernando r Ratnaya e irector on ecutive , nde endent d r Pieris irector on ecutive , nde endent d
atton ational Ban P C – e enture ssue 201 6 55 | Hatton National Bank PLC – Debenture Issue 2019 –
INANCIA IN OR ATION
ACCOUNTANT’S RE ORT AND I E EAR S AR O INANCIA STATE ENTS
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INANCIA IN OR ATION
ACCOUNTANT’S RE ORT AND I E EAR S AR O INANCIA STATE ENTS
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ANNE URE CO O T E RAT N CERT CATE
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ANNE URE CO O T E RAT N CERT CATE
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ANNE URE CO ECT ON O NTS
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ANNE URE CO ECT ON O NTS CSE
A S A S A
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– 75 | Hatton National Bank PLC – Debenture Issue 2019 –
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Hatto at o al Ba L – e e ture ssue 77 | Hatton National Bank PLC – Debenture Issue 2019 –
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Ha on Na ional Ban L – e en ure ssue 2 1 1 79 | Hatton National Bank PLC – Debenture Issue 2019 –
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Date:………………………… …………………………………….
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