U.S.$65000000 Floating Rate Subordinated Callable Notes
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PROSPECTUS TÜRK EKONOMİ BANKASI A.Ş. (incorporated with limited liability in the Republic of Turkey) U.S.$65,000,000 Floating Rate Subordinated Callable Notes due 2024 Issue price: 100 per cent. The U.S.$65,000,000 Floating Rate Subordinated Callable Notes due 2024 (the Notes) are issued by Türk Ekonomi Bankası A.Ş (the Issuer and the Bank), subject to the Banking Regulation and Supervision Agency (Bankacılık Düzenleme ve Denetleme Kurumu) (the BRSA) of the Republic of Turkey (Turkey)’s prior permission and registered with the Capital Market Board (the CMB) in accordance with the relevant laws. The Notes have been registered with the CMB only for the purpose of sale of the Notes outside Turkey in accordance with Article 15/b of the Decree No. 32 on Protection of the Value of Turkish Currency (published in the Official Gazette dated 11 August 1989 and numbered 20249) (the Decree No. 32), Articles 6 and 25 of Communiqué Serial No.II/22 on the Principles on the Board Registration and Sale of Debt Securities (the Communiqué) and Article 8 of the BRSA Regulation on the Equity of Banks (published in the Official Gazette dated November 1, 2006, No. 26333) (the BRSA Regulation). Interest will be payable semi-annually in arrear on the 14th day in May and November of each year (each an Interest Payment Date) from and including 14th May 2012 to and including 14th May 2024, provided that if any such date is not a Business Day (as defined below), then such payment will be made on the next Business Day, subject to adjustment in accordance with Condition 3.3 and will accrue at a rate of 5.750 per cent. per annum above the London interbank offered rate, expressed as a percentage rate per annum, for six month U.S. dollar deposits commencing on the first day of the relevant Accrual Period as further described, and except as mentioned, under "Conditions of the Notes - Interest". The Issuer, subject to having obtained all necessary approvals from the BRSA and, where applicable, the French Autorité de Contrôle Prudentiel (the ACP) and/or the National Bank of Belgium (the NBB), may redeem all (but not some only) of the Notes at their principal amount together with interest accrued to but excluding the date of redemption on the Interest Payment Date falling on 14 May 2019 (the Optional Early Redemption Date), on any Interest Payment Date in the event of certain tax changes or on the occurrence of a capital disqualification event. The Notes mature on the Interest Payment Date falling in May 2024. See "Conditions of the Notes - Redemption and Purchase". Application has been made to the Luxembourg Stock Exchange in its capacity as market operator of the Luxembourg Stock Exchange's Euro MTF market (Euro MTF) under the Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) to list the Notes on Euro MTF. References in this Prospectus to Notes being listed (and all related references) shall mean that the Notes have been admitted to trading on Euro MTF and have been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Euro MTF market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Notes are represented by a temporary global note (the Temporary Global Note), without interest coupons, which have been deposited on 14 May 2012 (the Closing Date) with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 25 June 2012 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances - see "Summary of Provisions relating to the Notes while represented by the Global Notes". An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" on page 6. 1 Structuring Advisor and Lead Manager BNP PARIBAS Co-Lead Managers BANQUE FÉDÉRATIVE DU CRÉDIT MUTUEL STANDARD CHARTERED BANK The date of this Prospectus is 9 May 2012 2 This Prospectus comprises a prospectus for the purposes of the Luxembourg Act dated 10 July 2005 on prospectuses for securities. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains all material information with respect to the Issuer and the Notes (including all information which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly. Where third party information has been included in this Prospectus, the source of such information has been identified. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by such third party sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus should be read and construed on the basis that such documents are incorporated and form part of the Prospectus. BNP Paribas (the Lead Manager), Banque Fédérative du Crédit Mutuel and Standard Chartered Bank (the Co-Lead Managers and, together with BNP Paribas, the Managers) have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes. The Managers do not accept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Managers. Neither this Prospectus nor any other information supplied in connection with the offering of 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 the Managers that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Managers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time 3 subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Managers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document, see "Subscription and Sale" below. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.