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Printmgr File IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) PROVIDED BY RULE 144A THAT ARE ALSO QUALIFIED PURCHASERS (“QPs”), AS DEFINED IN SECTION 2(a)(51)(A) OF THE U.S. INVESTMENT COMPANY ACT OF 1940 OR (2) NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”). IMPORTANT: You must read the following before continuing. The following applies to the preliminary prospectus following this page (the “Prospectus”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from Ardshinbank CJSC (“Ardshinbank”) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. ANY FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, investors must be either (1) QIBs that are also QPs or (2) non-U.S. persons outside the United States who are not acting for the account or benefit of U.S. persons. The Prospectus is being sent at your request and by accepting the e-mail and accessing the Prospectus, you shall be deemed to have represented to Ardshinbank that (1) you and any customers you represent are either (a) QIBs that are also QPs or (b) are outside the United States and are not U.S Persons and are not acting for the account or benefit of U.S. persons and (2) you consent to delivery of the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the offering of the Notes described in the Prospectus (the “Offering”) do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offering be made by a licensed broker or dealer and J.P. Morgan Securities plc (the “Lead Manager”), or any affiliate of the Lead Manager is a licensed broker or dealer in that jurisdiction, the Offering shall be deemed to be made by the Lead Manager or such affiliate on behalf of Dilijan Finance B.V. (the “Issuer”) in such jurisdiction. The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Ardshinbank, the Issuer, the Lead Manager, nor any person who controls it, nor any director, officer, employee or agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you. U.S.$ 100,000,000 12% Amortising Loan Participation Notes due 2020 issued by, but with limited recourse to, Dilijan Finance B.V. for the sole purpose of financing a loan to Ardshinbank CJSC Issue Price: 100% Dilijan Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands (the “Issuer”), is issuing an aggregate principal amount of U.S.$ 100,000,000 12% amortising loan participation notes due 2020 (the “Notes”), for the sole purpose of financing a loan (the “Loan”) to Ardshinbank CJSC (“Ardshinbank,” the “Bank” or the “Borrower”) pursuant to a loan agreement dated 27 July 2015 between the Issuer, as lender, and the Borrower (the “Loan Agreement”). The Loan will bear interest at 12% per annum. Subject to the provisions of the Trust Deed (as defined herein), the Issuer will charge as security for its payment obligations in respect of the Notes and under the Trust Deed (i) all its rights to principal, interest and additional amounts (if any) payable by the Borrower under the Loan Agreement; (ii) the right to receive all sums which may be or become payable by the Borrower under any claim, award or judgment relating to the Loan Agreement; and (iii) all the rights, title and interest in and to all sums of money now or in the future deposited in an account and the debts represented thereby (including interest from time to time earned on such account, if any) of the Issuer pursuant to the Loan Agreement, in each case to Citibank, N.A., London Branch as trustee (the “Trustee”) for the benefit of the holders of the Notes (the “Noteholders”), upon the closing of the offering of the Notes (the “Offering”). Furthermore, under the terms of the Trust Deed, the Issuer will assign absolutely with full title guarantee all of its rights under the Loan Agreement, except for any Reserved Rights (as defined in the Trust Deed) and rights subject to the charge as described above, to the Trustee for the benefit of the Trustee and the Noteholders upon the closing of the Offering. The Notes are secured limited recourse obligations of the Issuer. In each case where amounts of principal, interest and additional amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Issuer to make such payment will constitute an obligation only to account to the Noteholders, on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of the Notes, for an amount equivalent to all principal, interest and additional amounts (if any) actually received by or for the account of the Issuer from Ardshinbank pursuant to the Loan Agreement, excluding amounts paid in respect of the Reserved Rights. The Issuer will have no other financial obligation under the Notes. The Noteholders will be deemed to have accepted and agreed that they will be relying solely and exclusively on Ardshinbank’s credit and financial standing in respect of the financial servicing of the Notes. Interest on the Notes will be payable at an annual rate equal to 12%. Subject to receipt of the funds necessary therefor from the Borrower, the Issuer will make interest payments on the Notes in arrear on 29 January and 29 July in each year, commencing on 29 January 2016 , as described under “Terms and Conditions of the Notes—Interest.” Unless previously redeemed or cancelled, the Notes will be redeemed in four instalments on 29 January 2019, 29 July 2019, 29 January 2020 and 29 July 2020, each in the amount of U.S.$ 25,000,000. See “Terms and Conditions of the Notes—Scheduled Redemption.” The net proceeds of the Loan will be used: (i) to finance the purchase of U.S.$ 59,000,000 aggregate principal amount of the total outstanding U.S.$ 75,000,000 principal amount notes due 2017 (the “2017 Notes”) issued by Ark Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“Ark Finance B.V.”), pursuant to a trust deed dated 5 December 2014 (the “Existing Trust Deed”) and tendered and accepted for purchase in accordance with the terms and conditions of the tender offer and consent solicitation launched by Ardshinbank on 9 July 2015, pursuant to a tender offer and consent solicitation memorandum of the same date (the “Tender Offer and Consent Solicitation”), (ii) to finance the payment of a consent fee to holders of 2017 Notes who have delivered consents in accordance with the terms and conditions of the Tender Offer and Consent Solicitation in respect of certain amendments to the Existing Trust Deed, (iii) to finance the payment of an incentive fee to holders of 2017 Notes whose 2017 Notes have been tendered and accepted in the Tender Offer and Consent Solicitation, (iv) to finance the payment of Armenian withholding tax applicable to the payment of accrued interest to holders of the 2017 Notes tendered and accepted for purchase, the payment of the consent fee and the payment of the incentive fee, such withholding at the rate of 10% on the amount paid (subject to possible reduction if relevant double tax treaties can be applied), (v) to refinance up to U.S.$ 39,000,000 of Ardshinbank’s indebtedness under an existing U.S.$ 71,300,000 facility provided by a large international financial institution, and (vi) to the extent net proceeds remain, for general lending to corporate and retail clients.
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