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

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"PrimaryOffer Period""Reference Page"“Regulation 18/2006”The Period starting one Business Day after the closing dayof the Pre-emptive Offer Period and closing nine Businessdays thereafterthe display of Euro-zone Interbank offered rates fordeposits in Euro designated as page EURIB0R01onReuters services (or such other page as may replaceEURIBOR01on Reuters services for the purpose ofdisplaying Euro-zone Interbank offered rates for depositsin Euro).The NBR Regulation regarding own funds of creditinstitutions and investment firms as in force at the date ofthe Prospectus“Settlement and registrationof the subscribed Bonds”‘Redemption Date”“Record Date”the purchase price of subscribed Bonds will be due andpaid by investors upon subscription of the Bonds andregistration of the title to the subscribed Bonds will beeffected on the Issue Date The settlement will not be donethrough the Central Depositary, as the offer will not beusing the BVB systemThe date when the outstanding Bonds will be redeemed attheir par value on the Interest Payment Date falling on theMaturity Dateshall be the date three (3) Business days prior to theapplicable Interest Payment Date or the Redemption Date,as applicable“Registration Date” May 21, 2012“Registrar or CentralDepositary”“Registrar Agreement”“Registration Date ofS.C. Depozitarul Central S.A., the institution providingdepository, registration, clearing and settlement services inconnection with transactions in securities, as well as otheroperations connected therewithThe contract between the Bank and the Registrar regardingthe registration of the BondsThe first Business Day after the closing of the Primary28
Bonds”“Shares”“Spot Exchange Rate”“Spot Regular Market”Shareholders’ Register.Tranche A BondsOffer, when the Broker shall prepare and transfer the BondRegister to the RegistrarThe shares issued by Banca Transilvaniathe RON/Euro exchange rate published by the BNR asshown on Reuters applicable on the Price Fixing Date orLiquidity Event Datethe order-driven main market, where shares are tradedbased on standard lots and the shares’ reference price isdeterminedBook kept with the Central Depositary, according to thelegislation in force and in which the Issuer’s shareholdersare registered.The Tranche A Bonds issued in an aggregate principalamount of up to Euro 18,938,347.80 consisting of up31,563,913 Bonds, and are reserved for subscription byInternational Finance Corporation as Lead Investorpursuant to the Tranche A Bond Subscription Agreement.Tranche B BondsThe Tranche B Bonds will be the unsubscribed Bondsfrom the Pre-emptive Offer and excluding the onessubscribed by IFC in Tranche A Bonds. Only QualifiedInvestors can subscribe in this tranche“Trade Register”The Trade Register Office in Cluj-Napoca29
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 26 and 27: estructuring, liquidation, dissolut
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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