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

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• No Credit Rating of the Bonds• Convertible subordinated unsecured Bonds• The interest floating rate• The Bonds may not be a suitable investment for all investors.• Independent review and advice• Legal investment considerations may restrict certain investments• The Bonds subject matter of the Offer will not be evaluated and ratedRisks related to the Shares• The market price of the Shares is volatile and could be adversely affected by thefuture sale of the Shares on the open market• A suspended trading in the Shares could adversely affect the share price• Shares traded on the BSE are less liquid and more volatile than shares traded onother major <strong>stock</strong> exchangesSection E: OfferE.2b Reasons for the offer, use of proceeds, estimated net amount of the proceeds.Increase the Bank's supplementary Tier II Capital base (own funds of the Bank) andfinance the general operations of the Bank and the expansion of the Bank's operations,including its branch network;E.3 A description of the terms and conditions of the offer.Broker: BT Securities;Distribution Agent: BT Securities;Distribution undertaking: best efforts;Paying Agent: BT Securities;This Offer is structured in two distinct offers:1- The Pre-emptive Offer: This offer is addressed to all the Shareholders of theBank, as registered at the “Registration Date”2- The Primary Offer is addressed primarily to the Lead Investor; if there are anyresidual Bonds left after the subscription by the Lead Investor, these will beoffered to Qualified Investors.:Considering this distinction, this Primary Offer is divided into two tranches:(i) The Tranche A Bonds offer, addressed to the Lead Investor inpriority to the Tranche B Bonds offer, and is comprised of allBonds that remain unsubscribed to after the close of the Preemptiveoffer stage, and is up to 18,938,347.80 EUR.(ii)The Tranche B Bonds offer: This offer is addressed to QualifiedInvestors and is comprised of any Bonds that remain unsubscribed18
after the close of the Pre-emptive Offer minus the Bonds that aresubscribed by the Lead Investor in the Tranche A Bonds offer.The Pre-emptive Offer and the Tranche B Bonds offer aregoverned solely by the terms of this Prospectus, as well as theother Bond Agreements other than the Tranche A BondsSubscription Agreement.The Tranche A Bonds offer is governed by the terms of thisProspectus as well as by the Tranche A Bonds SubscriptionAgreement, the main terms of which are disclosed in thisProspectus, including in some the of annexes hereto.Subscription method for the Pre-emptive Offer//Exercise of pre-emptive Rights: TheBonds will first be offered to the Shareholders registered in the Shareholder’s Registeras at Registration Date of May 21, 2012 who will be entitled, subject to the Prospectus,to exercise pre-emptive rights to purchase Bonds up to a maximum aggregate principalamount equal to the product of Euro 30,000,000 times a fraction, the numerator of whichis equal to the aggregate number of Shares held by such shareholder as of May 21, 2012,and the denominator of which is equal to the aggregate number of Shares issued andoutstanding on May 21, 2012. The maximum number of the Bonds that can be purchasedby each entitled shareholder as of May 21, 2012 is equal to the previously mentionedproduct divided by 0.6. No fractional Bonds shall be issued. If a fractional number ofBonds results, the number of Bonds will be rounded as follows: if the fraction is equalto or less than one-half, the number of Bonds will be rounded down to the next wholeBond; and if the fraction is greater than or equal to one-half, the number of Bonds willbe rounded up to the next whole Bond. The Pre-emptive Offer will begin on09.04.2013 and continue for a period of thirty (30) calendar days until 08.05.2013, at theBroker’s head offices and the CNVM authorized agencies of BT Securities between9.00-16.00 each Business Day, except for the last day (08.05.2013), which will close at14.00.Subscriptions in the Primary Offer:Tranche A Bonds offer: The Tranche A Bonds will be issued in an aggregate principalamount of up to Euro 18,938,347.80 consisting of 31.563.913 Bonds, and are reservedfor subscription by International Finance Corporation as Lead Investor pursuant to theTranche A Bond Subscription Agreement.The Issuer and the Lead Investor concluded a Tranche A Bond Subscription Agreementunder English law which documents the agreement of the Issuer to reserve the TrancheA Bonds for the Lead Investor. The Tranche A Bond Subscription Agreement containscertain undertakings by the Issuer detailed in the Undertakings provided in Annex 2A tothe Prospectus which mainly represent standards which will increase the performance of19
Page 8: Interest expense -921,954 -897,963
Page 11 and 12: Placements with banks 1,059,394 566
Page 13 and 14: activities".B.16 To the extent know
Page 15 and 16: Subject to the provisions laid down
Page 17: (assuming that there is no conversi
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
Page 67 and 68: 8. INFORMATION ON TRENDS8.1. Statem
Page 69 and 70:
Mr. Peter Morris Franklin was born
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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
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
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Consolidated cash flow statementFor
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Less accrued interest -2.019 -3.588
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Tangible assets 275.174 266.586 1,0
Page 95 and 96:
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
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Agent to the Bondholders registered
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marketV d is the number of Shares t
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7. NoticesExcept as otherwise provi
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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
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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
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In case of termination of the Tranc
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(xii) a Foreign Currency Maturity G
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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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BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

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