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

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estructuring, liquidation, dissolution or other similartransaction, whether in one transaction or a series oftransactions"Lead Investor" or "IFC""Lei" or “RON”Maturity Date"Offer"“Qualified investors”Qualified investor: International Finance Corporation;Lei (RON), the national currency of Romania;The 7-year anniversary after the Issue Date, when theoutstanding Bonds which have not been converted intoShares will be redeemed in their principal amount.The offering for the subscription of the Bonds pursuant tothe Prospectus, referring collectively to the Pre-emptiveOffer and the Primary Offer.any person or entity which, according to CNVM’sregulations: (i) is included in the category of professionalclients; or (ii) is, on request, treated as professional clientor is recognized as eligible counterparty, unless it hasrequested to be treated as non-professional client. For theavoidance of any doubt, a professional client is a clientwho possesses the experience, knowledge and expertise tomake its own investment decisions and properly the risksthat it incurs. In order to be considered a professionalclient, the client must comply with the following criteria:(a)Entities which are required to be authorized orregulated to operate in the financial markets. Thefollowing list includes all authorized entities carryingout the characteristic activities of the entitiesmentioned: entities which are authorized in Romaniaor in another Member State according to an Europeandirective, entities authorized or regulated in Romaniaor in another Member State which does not fall underany European directive and entities authorized orregulated by a non-Member State:1. credit institutions;2. investment firms;3. other authorized or regulated financialinstitutions;4. insurance companies;5. collective investment bodies and managementcompanies of such schemes;6. pension funds and management companies of26
such funds;7. traders;8. other institutional investors.(b) legal undertakings meeting two of the followingcriteria:1. balance sheet total: EUR 20,000,000;2. net turnover: EUR 40,000,000;3. own funds: EUR 2,000,000(c) national and regional governments, public bodies thatmanage public debt, Central Banks, international andsupranational institutions such as the World Bank, theInternational Monetary Fund, the European Central Bank,the European Investment Bank and other similarinternational organizations;(d) other institutional investors whose main activity is toinvest in financial instruments, including natural personsthat are registered with the National SecuritiesCommission qualified investors"Paying Agent"“Price-fixing Date”"Prospectus""Pre-emptive Offer""Pre-emptiveOffer Period""Primary Offer"BT Securities and, wherever the context so admits, anysubstitute paying agent;Each of July 27, 2014, July 27, 2015, July 27, 2016, July27, 2017, July 27, 2018, July 27, 2019, and the date whichis 30 days before the Maturity Date;This Prospectus regarding the offer of the Bonds,approved by CNVM by Decision No. 304 of 04.04.2013;The Offer of the Bonds to the existing shareholders of theIssuer, registered as at the Registration Date of 21 May2012The 30 calendar Days period beginning on 09.04.2013 andending on 08.05.2013, during which Bonds are offered tothe existing shareholders of the IssuerThe Offer of the Bonds remaining after performance of thePre-emptive Offer to the Tranche A Purchaser andTranche B - qualified investors;27
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 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 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
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 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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