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

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macro-economical environment is still unstable. Therefore, the Romanian market involvesgreater risk than developed markets, including legal and political risks. Political, economic,social and other events taking place in Romania or on other emerging markets may impactthe market value and the liquidity of the Bonds and Shares. As the development andactivities of the Bank are dependent to a large extent on the development of the Romanianeconomy, such transformations may have a material adverse effect on the Bank's business,financial status or results of operations.Nevertheless it is worth mentioning that Romania managed to pull out of recession in thesecond quarter of 2012, after two quarters of technical recessions.Political and Governmental Instability in RomaniaThe political context in Romania is highly volatile, marked by the constant disputesbetween executive, legislative and legal bodies, which bear a negative impact on thebusiness and investment environment in Romania. While the Romanian political settingmay currently seem fairly stable, the risk of instability as a result of an aggravation inRomania’s economic situation and the degradation of life standards should be considered.Any such instability could be greatly detrimental to the economic and political context,especially on short-term..Current credit risk ratingsOn May 25, 2012, Standard & Poor's Ratings Services affirmed its 'BB+/B' long and shorttermforeign and local currency sovereign credit ratings on Romania. The outlook is stable.The ratings on Romania are constrained by low prosperity and the economy's vulnerabilityto external shocks owing to still-high, albeit declining, external debt and dominantownership of the banking sector by Austrian and Greek parent banks. The ratings aresupported by the country's improving fundamentals; the fiscal deficit is declining, thecurrent account deficit has narrowed, and the economy has started to rebalance, with thesupport of an IMF program.Moody’s government bond rating is ‘BBaa3’ since October with negative outlook, whichgives Romania a non-investment grade according to Moody’s and ‘BBB’ according to Fitch– just one notch above junk statusLegislationAs a result of implementing the European Legislation, Romanian laws are continuallychanging. Laws regulating companies, securities, competition and other areas continue to be42
amended and new laws enacted to comply with the European Union legislation.The new or amended laws often come into effect quickly, before the adoption of theimplementing regulations. As a result, at times, the Bank may experience difficulties inquickly adapting its operations to comply with new regulations. Possible future changes tothe laws in force in Romania may have a materially negative impact on the Bank's business,financial condition or results of operations and the Bonds. Laws and regulations aresometimes applied inconsistently, and, in certain circumstances, legal remedies cannot beobtained quickly enough.Legal and regulatory systems necessary for an efficient operation of capital markets are stillbeing developed in Romania. Legal protections from market manipulation and illegalactivities are not implemented in Romania as fully and efficiently as in other moredeveloped jurisdictions.Bankruptcy LawsRomanian courts have exclusive jurisdiction in the bankruptcy procedures for a Romanianbank. Procedures related to bank bankruptcy in Romania may last longer than in moredeveloped jurisdictions.4.2. Risks related to the Banking Industry in RomaniaCredit riskCredit risk is linked to the quality of loans granted by the Bank and to the likelihood of nonpayment.It also refers to the credit risk attached to lending products substituted off-balancesheet, such as letters of credits and collateral. Breach of a borrower, natural or legal persons,of its respective obligations under a binding agreement, shall have an effect on the Bank’searnings or capital. Risk is incumbent on any act whereby the Bank grants a loan, employsor invests funds or is otherwise exposed through explicit or implicit contractual provisions.Lack of proper supervision of the lending-related activities poses credit agreement-relatedrisks to the Bank.The Group’s main objectives as regards credit risk management is to maintain reasonablebalance between yielding and credit risk exposure, considering the volatility of marketmargins, as well as the effort to maximize profits.Starting from the history of placements and the strategic objectives pursued in order toavoid credit risk concentration, the Group established exposure limits/coordinates,depending on: the business size of the economic agents, types of activity, types of loans,types of foreign currency, credit exposure in relation to total assets, collateral structure.The main rules established under the internal strategy are:43
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 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 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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