Fibabanka A.Ş
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FİBABANKA A.Ş. US$300,000,000 Fixed Rate Resettable Tier 2 Notes due 2027, US$200,000,000 of which being newly issued and to be consolidated and form a single series with the existing US$100,000,000 Fixed Rate Resettable Tier 2 Notes due 2027 Purchase and issue price: 99.997% plus 0.990278% (46 days’ accrued interest) Fibabanka A.Ş., a banking institution organised as a public joint stock company under the laws of the Republic of Turkey (“Turkey”) and registered with the İstanbul Trade Registry under number 272902 (the “Bank” or the “Issuer”), is issuing US$200,000,000 of Fixed Rate Resettable Tier 2 Notes due 2027 (the “New Notes”), which are to be consolidated and form a single series with the existing US$100,000,000 of Fixed Rate Resettable Tier 2 Notes due 2027 that were issued on 24 March 2016 (the “Existing Notes” and, together with the New Notes, the “Notes”) that were issued and sold to its shareholder Fiba Holding A.Ş. (“Fiba Holding”), on 24March 2016 (the “Original Issue Date”). All of the Existing Notes are being offered and sold by Fiba Holding together with the offering and sale of the New Notes by the Issuer. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. State securities laws and are being offered for sale only in offshore transactions to persons who are not U.S. persons in reliance upon Regulation S under the Securities Act (“Regulation S”). For a description of certain restrictions on sale and transfer of investments in the Notes, see “Subscription and Sale” herein. AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” HEREIN. The Notes will bear interest from (and including) the Interest Payment Date (as defined herein) immediately preceding the Closing Date (as defined below) (i.e., 24 March 2017) to (but excluding) 24 November 2022 (the “Issuer Call Date”) at a fixed rate of 7.750% per annum. From (and including) the Issuer Call Date to (but excluding) 24 November 2027 (the “Maturity Date”), the Notes will bear interest at a fixed rate equal to the Reset Interest Rate (as defined herein). Interest will be payable semi-annually in arrear on 24 March and 24 September in each year and on the Maturity Date (each an “Interest Payment Date”), commencing on 24 September 2016, in the case of the Existing Notes, and 24 September 2017, in the case of the New Notes; provided that if any such date is not a Payment Day (as defined in Condition 7.4), then such payment will be made on the next Payment Day but without any further interest or other payment being made in respect of such delay. Subject to having obtained the prior approval of the Banking Regulation and Supervision Agency (the “BRSA”) of Turkey and as further provided in Condition 8, the Issuer may redeem all, but not some only, of the Notes outstanding: (a) on the Issuer Call Date, (b) at any time for certain tax reasons or (c) upon the occurrence of a Capital Disqualification Event (as defined in Condition 8.4), in each case at their then Prevailing Principal Amount (as defined in Condition 5.5) together with interest accrued and unpaid to (but excluding) the date of redemption. The Notes are otherwise scheduled to be repaid on the Maturity Date. For a more detailed description of the Notes, see “Conditions of the Notes” herein. Reference to a “Condition” herein is to the corresponding clause of such “Conditions of the Notes.” The Notes are subject to loss absorption upon the occurrence of a Non-Viability Event (as defined in Condition 6.2), in which case an investor in the Notes might lose some or all of its investment in the Notes. See Condition 6. This prospectus (this “Prospectus”) has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC as amended (including the amendments made by Directive 2010/73/EU) (the “Prospectus Directive”). The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and European Union (“EU”) law pursuant to the Prospectus Directive. Such approval relates only to Notes that are to be admitted to trading on the regulated market (the “Main Securities Market”) of the Irish Stock Exchange plc (the “Irish Stock Exchange”) or on another regulated market for the purposes of Directive 2004/39/EC (“MiFID I”) and/or that are to be offered to the public in any member state (a “Member State”) of the European Economic Area (the “EEA”). Application has been made to the Irish Stock Exchange for the Notes to be admitted to its official list (the “Official List”) and to trading on the Main Securities Market. References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Main Securities Market. Application has been made to the Capital Markets Board (the “CMB”) of Turkey, in its capacity as competent authority under Law No. 6362 (the “Capital Markets Law”) of Turkey relating to capital markets, for its approval of the issuance and sale of the Notes by the Issuer outside of Turkey. The Notes cannot be sold before the necessary approvals are obtained from the CMB. The CMB-approved issuance certificate (ihraç belgesi) relating to the issuance of the Existing Notes was obtained on 10 March 2016 and the CMB-approved issuance certificate relating to the issuance of the New Notes was obtained on 13 February 2017. To the extent (and in the form) required by applicable law, a further approval of the CMB relating to the Notes will also be obtained from the CMB on or before the date of the issuance of the New Notes on 10 May 2017 (the “Closing Date”). Under current Turkish tax law, withholding tax at the rate of 0% applies to interest on the Notes. See “Taxation - Certain Turkish Tax Considerations.” The Notes are expected to be rated “B+” (stable outlook) by Fitch Ratings Ltd. (“Fitch”) on the Closing Date. The Bank has also been rated by Fitch, as set out on page 86 of this Prospectus. Fitch is established in the EU and is registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”). As such, Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The Notes are being offered in reliance upon Regulation S by each of Citigroup Global Markets Limited and Standard Chartered Bank (each a “Joint Bookrunner” and, collectively, the “Joint Bookrunners”), subject to their acceptance and right to reject orders in whole or in part. It is expected that delivery of the Notes will be made in book-entry form only through the facilities of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg” and, with Euroclear, the “Clearing Systems”), against payment therefor in immediately available funds on the Closing Date (i.e., the fifth Business Day following the date of pricing of the Notes; such settlement cycle being referred to herein as “T+5”)). Joint Bookrunners Citigroup Standard Chartered Bank The date of this Prospectus is 8 May 2017. This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive. This Prospectus is to be read in conjunction with the financial statements that are incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents (or the applicable portions thereof) are incorporated into, and form part of, this Prospectus. The Issuer accepts responsibility for the information contained in (including incorporated by reference into) this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in (including incorporated by reference into) this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither this Prospectus nor any other information supplied by (or on behalf of) the Issuer in connection with the Notes: (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Joint Bookrunners that any recipient of this Prospectus or any other information supplied in connection with the Notes should invest in the Notes. Each investor contemplating investing in the Notes should: (i) determine for itself the relevance of the information contained in (including incorporated by reference into) this Prospectus, (ii) make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer based upon such investigation as it deems necessary and (iii) make its own determination of the suitability of any such investment in light of its own circumstances, with particular reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection with such investment, in each case based upon such investigation as it deems necessary.