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

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attempted protection or enforcement, of any rights under the Tranche A Bond SubscriptionAgreement or the Prospectus as it relates to the Tranche A Bonds, or any other documentsrelated to any thereof.Placing and UnderwritingBT Securities and the BankThe Bank holds 98.67 % of the share capital of BT Securities S.A., the Broker, Paying Agentand the Distribution Agent of this Offer. In connection with the Offer, the Bank will bepaying certain fees to BT Securities, i.e. a fee of 0.25% from the amount of the subscribedOffer.International Finance Corporation – Lead InvestorIFC as Lead Investor has agreed to subscribe to and purchase the Tranche A Bonds to beissued by Banca Transilvania through BT Securities as Broker subject to the terms andconditions of the Tranche A Bond Subscription Agreement summarized in the Prospectus.IFC is an international organization established in 1956 pursuant to the Articles of Agreementwhich govern its operations. As of June 30, 2012, 184 countries were IFC shareholders. Theprincipal office of IFC is located at 2121 Pennsylvania Avenue, N.W., Washington, D.C.20433, United States of America. More information about IFC can be found at www.ifc.orgIFC and the BankIFC as the Lead Investor has entered into the Tranche A Bond Subscription Agreement, inconnection with the Tranche A Bonds offer of the Primary Offer.Subscription and PaymentThe Pre-emptive Offer will begin on 09.04.2013 and continue for a period of thirty (30)calendar days until 08.05.2013 in order for the shareholders registered on the RegistrationDate in the Issuer’s Shareholders’ Register kept with the Central Depositary to exercise theirpre-emptive right at the head offices of the Broker (Cluj-Napoca, bld. 21 Decembrie 1989,nr.104, et.1) and CNVM authorized agencies of BT Securities from 9.00-16.00 each BusinessDay except for the day of the Offer, 08.05.2013, which will close at 14.00.The Primary Offer commences on the first Business day, after the expiry of the Pre-emptionPeriod and continues for a period of 9 Business days until 21.05.2013 in order for theTranche A and Tranche B investors to subscribe the Bonds according to the terms andconditions provided in the Prospectus and the Bond Subscription Agreement.116
Bonds may be subscribed during the relevant Offer period (Pre-emptive Offer and PrimaryOffer) by; (i) delivering the purchase price in the principal amount of the Bonds subscribed indenominations of Euro by transfer to the account RO94 BTRL 0130 4202 9256 89XX, inEuro in the name of the Broker – BT Securities, opened with Banca Transilvania, Cluj branchor the settlement undertaking letter issued by a custodian agent (ii) completing a subscriptionform (2 original copies), which will be available at the headquarters of the Broker andCNVM authorized agencies of BT Securities (iii) providing appropriate identificationdocuments (as listed below) and proof of payment, if payment was made by transfer or thesettlement undertaking letter issued by a custodian agent. If the Bonds are paid by paymentorder, this must contain the National Identification Number / passport no. for individuals andthe Tax Identification Number for companies. In order to be accepted, the completed andsigned subscription form must be submitted in original along with the following documents:1. For resident individuals who subscribe on their own behalf:- Identity card (original and/or copy)- The proof of payment (copy of the payment proof issued by the paying Bank).2. For resident individuals who subscribe on other individuals’ behalf- Identity card (original and/or copy)- The proof of payment (copy of the payment proof issued by the paying Bankand).- Notarized power of attorney (original and copy).3. For resident individuals who subscribe on behalf of a minor:- The proof of payment (copy of the payment proof issued by the paying Bank).- Birth certificate and/or tutor proof (original and copy).- Identity card (original and copy)4. For disabled or temporarily mentally ill resident individuals:- Identity card (original and/or copy)- The proof of payment (copy of the payment proof issued by the paying Bank)- Legal documents proving guardianship (original and copy).5. For non-resident individuals who subscribe on their own behalf:- Passport (original and/or copy)- The proof of payment (copy of the payment proof issued by the paying Bank ).6.For resident legal entities that subscribe on their own behalf:- Copies of the identification documents of the legal entity (statute, charter,etc.), evidencing the legal representatives of the legal entity,- registration certificate- The proof of payment (copy of the payment proof issued by the paying Bank117
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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
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After temporary downward pressure o
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company proposes financing solution
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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 and 110: Bond Registry in accordance with th
Page 111 and 112: In accordance with the Agreement da
Page 113 and 114: Bank for the benefit of the Bondhol
Page 115: e returned to the subscribers in 10
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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