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

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Since December 31, 2011, the last audited financial situations presented in theProspectus there has been no material adverse changes in the prospects of BancaTransilvania.A description of significant changes in the financial or trading position subsequent tothe period covered by the historical financial information.Since September 30, 2012, the last financial situations presented in the Prospectus therehas been no significant changes in the financial or trading position of BancaTransilvania.B.13 A description of any recent events particular to the Issuer which are to a material extentrelevant to the evaluation of the Issuer’s solvency.For prudential purposes, the IFRS provisioning methodology and Profit and LossAccount for H1 2012 have been audited.Banca Transilvania’s capital adequacy ratio, including the audited profit for H1 2012continues to be at a comfortable level of 11.27%.B.14 If the Issuer is part of a group, a description of the group and the Issuer’s positionwithin the group.In 2003, Banca Transilvania formed a financial group to offer integrated financialservices. The financial group includes the following subsidiaries: BT Securities S.A., BTLeasing Transilvania IFN S.A., BT Investments S.R.L., BT Direct IFN S.A., BTBuilding S.R.L., BT Asset Management S.A.I. S.A., BT Solution Agent de AsigurareS.R.L., BT Asirom Agent de Asigurare S.R.L., BT Intermedieri Agent de AsigurareS.R.L., BT Safe Agent de Asigurare S.R.L., BT Compania de Factoring S.R.L., BTFinop Leasing S.A., BT Medical Leasing IFN S.A., Rent-a-Med S.R.L. and BT LeasingMD S.R.L.Banca Transilvania is part of the Banca Transilvania Group, which includes the parent-Bank and its subsidiaries headquartered in Romania, Republic of Moldova and Cyprus.If the Issuer is dependent upon other entities within the group, this must be clearlystated.Not applicable.B.15 A description of the Issuer’s principal activities.The Bank's main business activity consists of offering banking products and servicessuch as current accounts, cash operations, deposits, loans, discount operations andtrading bills acceptance, placements, subscriptions, management of securities portfolios,banking consultancy, negotiation of insurance/reinsurance contracts with insurancecompanies, settlement of securities and deposit and custody operations for collectiveplacement bodies. In accordance with Article 6 in the Articles of Association, thebusiness activity of the Bank is "NACE 6419 - Other monetary intermediation12
activities".B.16 To the extent known to the Issuer, state whether the Issuer is directly or indirectly ownedor controlled and by whom and describe the nature of such control.The only shareholders holding more than 5% of the Bank’s Shares are the EBRD, whichholds 278,100,206 Shares representing 14.6134% of the Bank’s Shares, BANK OFCYPRUS PUBLIC COMPANY LIMITED which holds 98,851,113 Shares representing5.194373% of the Bank’s Shares and SIF Moldova which holds 95,169,081 Sharesrepresenting 5.0008% of the Bank’s Shares.The EBRD is an international organization owned by its member/shareholder countries,the European Community and the European Investment Bank.B.17 Credit ratings assigned to the Issuer or its debt securities at the request or with thecooperation of the Issuer in the rating process.Banca Transilvania has been rated by Fitch Ratings Agency since 2009 and the ratingawarded in 2009, was confirmed by Fitch Ratings in 2010 and 2011, so at this momentthe Bank ratings at Long-term foreign currency Issuer Default (IDR) is “BB-”, shorttermforeign currency IDR is “B” and Individual is “D”, Support is “3” and SupportRating Floor is “BB-”. The Outlook for the Long-term foreign currency IDR is Stable.Section C: SecuritiesC.1 A description of the type and the class of the securities being offered and/or admitted totrading, including any security identification number.Subordinated unsecured convertible Bonds of 2013, due 2020 to be issued pursuant tothis Prospectus, which will be in nominative, dematerialized form, registered in theBond Registry kept with the Central Depositary, with a nominal value of Euro0.6 eachand a total nominal value of up to Euro30,000,000.C.2 Currency of the securities issue.EuroC.5 A description of any restrictions on the free transferability of the securities.There are no restrictions on the free transferability of the securities.C.8 A description of the rights attached to the securities.• Including ranking• Including limitations to those rightsStatus, SubordinationThe Bonds are direct, unconditional, general and unsecured obligations of the Bankranking pari passu among themselves and without any preference, but the Bonds shall besubordinated and junior in right of payment to the non-subordinated claims of all othercreditors, but shall rank pari passu with any subordinated debts of the Issuer, ; providedthat, such subordination provisions shall not prevent any holder of the Bonds fromexercising the conversion rights under the Bonds set forth in the Prospectus, and no13
Page 8: Interest expense -921,954 -897,963
Page 11: Placements with banks 1,059,394 566
Page 15 and 16: Subject to the provisions laid down
Page 17 and 18: (assuming that there is no conversi
Page 19 and 20: after the close of the Pre-emptive
Page 21: Tranche A Bonds to Tranche B Bonds.
Page 24 and 25: “Lead Manager”,"Broker" or "BTS
Page 26 and 27: estructuring, liquidation, dissolut
Page 28 and 29: "PrimaryOffer Period""Reference Pag
Page 30 and 31: I. REGISTRATION DOCUMENT1. LIABLE E
Page 32 and 33: Distributable to:Equity holders of
Page 34 and 35: pace under the current market condi
Page 36 and 37: OWN FUNDS LEVEL II 203 154 78 48 36
Page 38 and 39: The table below presents the struct
Page 40 and 41: 1-3 years 810,462 16%3-5 years 549,
Page 42 and 43: macro-economical environment is sti
Page 44 and 45: • creation and constant maintenan
Page 46 and 47: Banca Transilvania’s strategy for
Page 48 and 49: y a low level of liquidity. Further
Page 50 and 51: investment will have on the potenti
Page 53 and 54: 5. INFORMATION ABOUT THE ISSUERHist
Page 55 and 56: solution. This client service appro
Page 57 and 58: 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
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8. INFORMATION ON TRENDS8.1. Statem
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Mr. Peter Morris Franklin was born
Page 71 and 72:
Doca Nevenca ZorancaRelationsExecut
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ecomes the Head of the Arbitration
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• Providing means of open communi
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Technical Committee for the Managem
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manager for SME loans/ designated s
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11. MAIN SHAREHOLDERSAs at 30.12.20
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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
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Tangible assets 275.174 266.586 1,0
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According to the Articles of Associ
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II. BONDS TERMS AND CONDITIONS1. BA
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The Bonds are direct, unconditional
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payments accrued and unpaid have be
Page 103 and 104:
Agent to the Bondholders registered
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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
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Bank for the benefit of the Bondhol
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e returned to the subscribers in 10
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Bonds may be subscribed during the
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12. IFC• A copy of the Romanian L
Page 121 and 122:
The Offer is considered successfull
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ANNEX 1Conditions of the Tranche A
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(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
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(f) the creation, issue, sale, and
Page 135:
ANNEX 4Conversion Notice FormTo:BAN
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