Petrol D.D., Ljubljana (A Joint Stock Company Incorporated in the Republic of Slovenia with Identification Number 502579600)
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Proof 6: 18.6.14 Petrol d.d., Ljubljana (a joint stock company incorporated in the Republic of Slovenia with identification number 502579600) E265,000,000 3.250 per cent. Notes due 24 June 2019 Issue Price 99.320 per cent. The A265,000,000 3.250 per cent. Notes due 24 June 2019 (the ‘‘Notes’’) will be issued by Petrol d.d., Ljubljana (the ‘‘Issuer’’ or the ‘‘Company’’). Interest on the Notes is payable annually in arrear on 24 June in each year. Interest will accrue from and including 23 June 2014 to but excluding 24 June 2019 and will be payable at a rate of 3.250 per cent. per annum. There will be a long first coupon in respect of the first interest period from and including 23 June 2014 to but excluding 24 June 2015. Payments on the Notes will be made without deduction for or on account of taxes of the Republic of Slovenia to the extent described under ‘‘Terms and Conditions of the Notes – Taxation’’. The Notes mature on 24 June 2019 and may be redeemed before then at their principal amount, together with accrued interest, at the option of the holders if a Put Event (as defined in ‘‘Terms and Conditions of the Notes – Redemption and Purchase – Redemption at the option of the Noteholders’’) occurs. The Notes are also subject to redemption (or, in the case of (iii), repurchase) in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time (i) in the event of certain changes affecting taxes of the Republic of Slovenia, (ii) on the payment of a sum equal to the greater of their principal amount (together with interest accrued to but excluding the date fixed for redemption) and a ‘‘make whole’’ redemption amount by the Issuer and (iii) if 85 per cent. or more in principal amount of the Notes have been redeemed or purchased following a Put Event. See ‘‘Terms and Conditions of the Notes – Redemption and Purchase’’. The Notes will constitute direct, unconditional and unsecured obligations of the Issuer. See ‘‘Terms and Conditions of the Notes – Status’’. This Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’), as competent authority under Directive 2003/71/EC, as amended (including the amendments made by Directive 2010/73/EU) to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the ‘‘Prospectus Directive’’). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to The Irish Stock Exchange Plc (the ‘‘Irish Stock Exchange’’) for the Notes to be admitted to its official list (the ‘‘Official List’’) and trading on the Main Securities Market of the Irish Stock Exchange (the ‘‘Market’’). References in this Prospectus to Notes being ‘‘listed’’ (and all related references) shall mean that the Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes shall be in bearer form in denominations of A100,000 and integral multiples of A1,000 in excess thereof. The Notes will initially be represented by a temporary global note (the ‘‘Temporary Global Note’’), without interest coupons, which will be issued in new global note (‘‘NGN’’) form and will be delivered on or prior to 23 June 2014 to a common safekeeper (the ‘‘Common Safekeeper’’) for Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’). 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 or talons, on or after a date which is expected to be 2 August 2014 upon certification as to non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable for definitive Notes in bearer form in the denominations of A100,000 and integral multiples of A1,000 in excess thereof, up to and including A199,000 in the limited circumstances set out in it. No definitive Notes will be issued with a denomination above A199,000. See ‘‘Summary of Provisions relating to the Notes while in Global Form’’. The Notes may not be offered, sold or delivered within the United States or to U.S. persons unless the Notes are registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) or an exemption from the registration requirements under the Securities Act is available. The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law requirements. 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. The Notes are expected to be rated BBB- by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. (‘‘S&P’’). A 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. Neither S&P nor Moody’s (as defined on page 26) is established in the EU or registered under Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 (the ‘‘CRA Regulation’’). Fitch (as defined on page 26) is established in the EU and is registered under the CRA Regulation. Prospective investors should have regard to the factors described under the section headed ‘‘Risk Factors’’ in this Prospectus. Bookrunner and Lead Manager J. P. Morgan The date of this Prospectus is 19 June 2014 This Prospectus comprises a prospectus for the purposes of the Prospectus Directive 2003/71/EC (as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area) and for the purpose of giving information with regard to the Issuer and its subsidiaries as well as its interests in associates and jointly controlled entities (the ‘‘Group’’ (which expression has the same meaning as ‘‘the Petrol Group’’ used in the financial statements included herein)) and the Notes which, according to the particular nature of the Issuer, the Group and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Group and of the rights attaching to the Notes. The Issuer (the ‘‘Responsible Person’’) accepts responsibility for the information contained in 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 this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. In addition, the Issuer has confirmed to the Lead Manager (as defined in ‘‘Subscription and Sale’’ below) that (i) this Prospectus, as at the date hereof, contains all information with respect to the Issuer, the Group and the Notes that is material in the context of the issue and offering of the Notes; (ii) the statements contained in this Prospectus, as at the date hereof, relating to the Issuer and the Group are in every material particular true and accurate and not misleading; (iii) the opinions and intentions expressed in this Prospectus, as at the date hereof, with regard to the Issuer and the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; (iv) there are no other facts in relation to the Issuer, the Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading; and (v) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Lead Manager to subscribe for or purchase, any of the Notes. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Lead Manager to inform themselves about and to observe any such restrictions. For a description of restrictions on offers and sales of Notes and distribution of this Prospectus, see ‘‘Subscription and Sale’’ below. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Lead Manager. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.