BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

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Non-resident investorsNon-resident natural personsTax on gains from the transfer of Bonds. According to Art. 115 (2) and Art. 66 (5), as well asArt. 67 (3) of the Fiscal Code, the gain from the transfer of Bonds shall be determinedannually and it is imposed with a 16% rate.Tax on interest. According to Art. 116 (2) d) of the Fiscal Code, the tax on interest on Bondspaid by non-resident natural persons is 16%. This tax is withheld by the interest payer (Bank).Non-resident legal personsTax on gains from the transfer of Bonds. Gains from the transfer of Bonds obtained by nonresidentlegal entities are not subject to taxation in Romania, with the exception when the nonresidentlegal person has a permanent establishment in Romania. The obligation to calculate,declare and pay the tax until the 25 th of the month following each quarter is that of theBondholder.Tax on interest. According to Art. 116 (2) d) of the Fiscal Code, the tax on interest on Bondspaid by non-resident legal persons is of 16%. This tax is withheld by the payer of the interest(Bank).Convention on the avoidance of double taxationAccording to Art. 118 of the Fiscal Code, in the case of non-residents from countries whichhave signed a double taxation convention with Romania, the taxes paid by such non-residentperson cannot exceed the taxes imposed by the convention for the avoidance of doubletaxation. If the tax rates established by the laws of Romania are more favourable than thoseprovided by the convention, the more favourable tax rates shall be applied. For the applicationof the convention, the non-resident legal person is obliged to submit the certificate of fiscalresidence issued by the competent authority of its state of residence to the income payer at thetime of the income.Specific provisions related to International Finance CorporationAccording to Article VI, Section 9, Par. (a) of the IFC Articles of Agreement (the “Articles ofAgreement”) which were implemented into the Romanian legislation by Law no. 28/1991, asamended, “IFC, its assets, property, income and its operations and transactions authorized bythe Articles of Agreement, shall be immune from all taxation and from all customs duties. IFCshall also be immune from liability for the collection or payment of any tax or duty”. Thus,IFC is exempted from paying tax in Romania, in accordance with the above mentionedprovisions of the Articles of Agreement (including tax on interest on Bonds).Specific provisions related to the EBRD110
In accordance with the Agreement dated May 29, 1990 for the establishment of the EuropeanBank for Reconstruction and Development, ratified by Romanian by Law No. 24/1990, EBRDis exempt from any direct Romanian taxation (including the taxes related to the Bonds).3. OFFER CONDITIONSOffer conditions, statistics on the offer, draft schedule and subscription requestmethodsThe Offer is made in accordance with Romanian legislation, respectively according to,amongst others, the Capital Markets Law, Banking Law, Company Law, Foreign CurrencyRegulation, secondary legislation issued by NBR and CNVM.The offering consisting of the sale of 50,000,000 Bonds issued by the Bank, with thefollowing features:• 50.000.000 registered securities issued in dematerialized form, evidenced by bookentry• Issue price: 0.6 EURO• Nominal value: 0.60 Euro/bond;• The total nominal value of the issue: 30,000,000 Euros.The Offer shall be initiated in accordance with CNVM Regulation No. 1/2006 withsubsequent amendments and supplements within 2 days from the publication of the ad. ThePre-Emptive Offer shall run for 30 calendar days and the Primary Offer for 9 Business Days.Any modification of the terms of this approved offer shall be done at the request of theIssuer (after obtaining the approval from CNVM for the amendment of the Prospectus) andin accordance with the law.This Offer is structured in two distinct offers:1- The Pre-emptive Offer: This offer is addressed to all the Shareholders ofthe Bank, as registered at the “Registration Date”2- The Primary Offer is addressed primarily to the Lead Investor; if therewill be any residual Bonds left after the Lead Investor’s subscription,these will be offered to Qualified Investors.:Considering this distinction, this Primary Offer is divided into two tranches:(i) The Tranche A Bonds offer, addressed to the LeadInvestor in priority to the Tranche B Bonds offer, and iscomprised of all Bonds that remain unsubscribed to after111
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Interest expense -921,954 -897,963
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Placements with banks 1,059,394 566
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activities".B.16 To the extent know
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Subject to the provisions laid down
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(assuming that there is no conversi
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after the close of the Pre-emptive
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Tranche A Bonds to Tranche B Bonds.
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“Lead Manager”,"Broker" or "BTS
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estructuring, liquidation, dissolut
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"PrimaryOffer Period""Reference Pag
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I. REGISTRATION DOCUMENT1. LIABLE E
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Distributable to:Equity holders of
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pace under the current market condi
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OWN FUNDS LEVEL II 203 154 78 48 36
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The table below presents the struct
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1-3 years 810,462 16%3-5 years 549,
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macro-economical environment is sti
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• creation and constant maintenan
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Banca Transilvania’s strategy for
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y a low level of liquidity. Further
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investment will have on the potenti
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5. INFORMATION ABOUT THE ISSUERHist
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solution. This client service appro
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anches (I+II)CREDITCOOP 796,3 0,2 8
Page 59 and 60: After temporary downward pressure o
Page 61 and 62: company proposes financing solution
Page 63 and 64: Until December 31, 2011 the units h
Page 65 and 66: ORGANISATIONAL CHART OF BANCA TRANS
Page 67 and 68: 8. INFORMATION ON TRENDS8.1. Statem
Page 69 and 70: Mr. Peter Morris Franklin was born
Page 71 and 72: Doca Nevenca ZorancaRelationsExecut
Page 73 and 74: ecomes the Head of the Arbitration
Page 75 and 76: • Providing means of open communi
Page 77 and 78: Technical Committee for the Managem
Page 79 and 80: manager for SME loans/ designated s
Page 81 and 82: 11. MAIN SHAREHOLDERSAs at 30.12.20
Page 83 and 84: LeiLeiInterest income 1.856.372 1.8
Page 85 and 86: LiabilitiesDeposits from banks 251.
Page 87 and 88: contributionDistribution to statuto
Page 89 and 90: Consolidated cash flow statementFor
Page 91 and 92: Less accrued interest -2.019 -3.588
Page 93 and 94: Tangible assets 275.174 266.586 1,0
Page 95 and 96: According to the Articles of Associ
Page 97 and 98: II. BONDS TERMS AND CONDITIONS1. BA
Page 99 and 100: The Bonds are direct, unconditional
Page 101 and 102: payments accrued and unpaid have be
Page 103 and 104: Agent to the Bondholders registered
Page 105 and 106: marketV d is the number of Shares t
Page 107 and 108: 7. NoticesExcept as otherwise provi
Page 109: Bond Registry in accordance with th
Page 113 and 114: Bank for the benefit of the Bondhol
Page 115 and 116: e returned to the subscribers in 10
Page 117 and 118: Bonds may be subscribed during the
Page 119 and 120: 12. IFC• A copy of the Romanian L
Page 121 and 122: The Offer is considered successfull
Page 123 and 124: ANNEX 1Conditions of the Tranche A
Page 125 and 126: (i) the Tranche A Purchaser shall h
Page 127 and 128: In case of termination of the Tranc
Page 129 and 130: (xii) a Foreign Currency Maturity G
Page 131 and 132: agenda the election of the members
Page 133 and 134: (f) the creation, issue, sale, and
Page 135: ANNEX 4Conversion Notice FormTo:BAN
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BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

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