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Notice of the public offering of shares

Industrial Holding Bulgaria PLC on the grounds of art.92, para 2 of the Low for Public offering of Securities notifies the investors about the beginning of an initial public offering of 14,585,372 ordinary, dematerialized, registered shares with par value of BGN 1 and issue value of BGN 1.40 each and with total issue value BGN 20,419,520.80. The issue is issued on decisions adopted by the Management Board and the Supervisiry Board of Industrial Holding Bulgaria PLC on 15.02.2010 and 22.02.2010. With a decision N 186-Е/26.03.2010 the Financial Supervision Commission has approved the Prospectus for public offering of the shares of the present issue.

Current shareholders of Industrial Holding Bulgaria PLC have the right to subscribe shares of the present issue in proportion to their participation in the capital of the Company. In order to provide the right to the shareholders of the sentence above the Company issues rights.  The rights are issued in favour of the shareholders who have acquired shares no later than 7 days after the notice for the offering in the State Gazette.

On the following working day the Central Depository AD opens accounts for rights of those persons, as one right is issued against one share; each 3 rights the entitle to subscribe 1 new share at issue value of BGN 1.40.

Each person who is not a shareholder and wishes to subscribe shares of this issue may acquire rights within the term for transfer of the rights or at the open auction. Each person may subscribe at least one share and maximum number of shares equal to the issued in his favour rights or acquired rights, divided into 3.

First stage of the subscription: The start date from which commences the term for transfer of the rights and the subscription of the shares is the first working day following the end of 7 calendar days after the later date between the date of promulgation of the notice in the State Gazette and its publication in Dnevnik Newspaper. The end date for transfer of the rights is the first working day, following the end of 15 working days after the start date for the transfer of the rights.

End of first stage of the subscription : The entities, who have or who have acquired participation rights within the term for transfer of the rights, can subscribe to new shares, until the deadline for transfer of the rights. The investors should have in mind that all non-excercised rights shall be offered at the open auction organized by Bulgarian Stock Exchange Sofia AD.

Second stage and end of the subscription: The non-excercised rights within the term for transfer of rights shall be offered at the open auction organized by Bulgarian Stock Exchange Sofia AD. An open auction for the non-excercised rights shall be organized on the 5th working day after the end of the term for the transfer of the rights. All the non-excercised rights and all rights against which are not subscribed shares within the term for the transfer of the rights are offered on this open auction.

End of second stage and of the subscription: The entities, who have purchased participation rights at the open auction organized by Bulgarian Stock Exchange Sofia AD, can subscribe to new shares within 15 working days after the end of the transfer of the rights deadline.

The term for subscription of shares ends 15 working days after the end of the term for transfer of shares.  In case the deadline is on non-working day the end date is on the first next working day.

Subscription of shares is not allowed before the beginning date and after the closing date for subscription of shares.

Order and terms for the transfer of rights

The rights shall be traded at the regulated market of Bulgarian Stock Exchange Sofia AD. The entities who wish to sell their rights shall fill an order for sale with the investment intermediary under whose account in Central Depository AD the rights are registered. The entities who wish to buy rights shall fill an order for purchase with the investment intermediary - member of the Bulgarian Stock Exchange Sofia AD. For acquiring of rights by other means (i.e. exchange or donation) the Rules of CD are applied.

On the 5th working day after the end of the term for the transfer of the rights, Industrial holding Bulgaria PLC offers the non-exercised rights through the authorized investment intermediary KBC Securities, N.V. - Bulgaria Branch, at a Regulated Market and under the conditions of an open auction within the term for the transfer of the rights. Industrial holding Bulgaria PLC will distribute the funds raised from the sale of the non-excercised rights, decreased with the expenses incurred during the trade, proportionate to their holders.

The funds raised through the sale of participation rights shall be deposited in a fund-raising account with CD and shall not be used until the registration of the new issue in the Trade Register. The distribution of the funds, raised through the sale of participation rights, during the term for transfer as well as at the auction, shall be executed with the assistance of the CD, according to CD's Regulation. In the beginning of every working day during the subscription period, CD informs the public about the excercied rights on the previous working day.

Order and terms for subscription to new shares: The subscription of shares shall be made by the holders of rights filing Applications (template) with KBC Securities, N.V. - Bulgaria Branch or the investment intermediaries members of Central Depository AD who maintain the client accounts for the rights held by them.

When filing an application with an investment intermediary who maintains the client accounts for the rights held by the clients, the same shall inform KBC Securities N.V. - Bulgaria Branch immediately about the application filed in order and according the conditions in the Rules of Central Depository AD.

Investors, who have received participation rights in their personal accounts with CD, have to state their intent to transfer the rights, prior to excercising them, into their sub-accounts with KBC Securities - N.V. - Bulgaria Branch, or with another investment intermediary. Subscription to new shares is valid only if it has been done by an entity, whom participation rights have been issued or have acquired rights in the period of transfer of rights, or during the auction up to the maximum number of shares, as per the already mentioned ratio of rights to new shares, and if the full amount of the issue price have been deposited.

In case of partial payment of the issue value, new shares shall be considered subscribed, only if their issue price has been fully paid.

The deposit of the issue value of the subscribed shares is made in a fund raising account, open in favor of Industrial holding Bulgaria PLC.

The fund raising account should be credited with the deposit against the subscribed shares no later than the end of the last date of the subscription (the last date for subscription of shares).

The holders of participation rights submit application for subscription to new shares at KBC Securities - N.V. - Bulgarian Branch, Sofia, District Triaditsa, 22 Gotse Delchev Blvd., entr. 2, fl. 2, tel. (+359 2) 808 33 11, contact person: Tanya Vassileva.

The filing of an application for subscription of shares is made following the requirements for the filing of requests for deals with financial instruments envisaged in Regulation 38 on the requirements for the activities of the investment intermediaries.

The order for subscription shall include the name and the unique clients number of the investor and of his proxy in the investment intermediary, and if such are not appropriate: the name, PIN, address, respectively company/name, EIK code, address of the investor and of his representative or proxy, and if the investor is a foreign entity - the analogical identification data, including personal/social security number for physical entity, and number of registration code or other analogical number of the juridical entity;the Issuer Industrial Holding Bulgaria PLC; number of rights which are exercised; number of subscribed shares, for which the order applies, date, hour and place of application of the order; signature of the entity who applies the order, or his legal representative or proxy. The investment intermediary taking the orders, has the right to prepare and require the filling of certain forms of orders  with the mentioned above as well as with defined by it additional content. In the order the bank account of the investor shall be written on which account funds shall be refund in case of cancelled and/or unsuccessful subscription. 

Legal persons file the application through their legal representatives or through a person authorized by them.

The written application is accompanied by:

  • A certificate for current legal status of the applicants - legal persons. Foreign legal persons submit documents translated and legalized following the respective procedure;
  • Identity document of the natural persons - legal representatives of a legal person. The investment intermediary keeps an attested copy of the provided identity document;
  • Copies of the BULSTAT registration and tax registration attested by the legal representative, respectively the proxy of the legal person;
  • An explicit power of attorney attested by a notary public and an identity document of the proxy - when filing an application through a proxy. The investment intermediary keeps for its archive the power of attorney and the attested copy of the provided identity document;

 

Natural persons file the applications in person and identify themselves with an identity document a copy of which is enclosed with the application or by proxy who identifies himself with an explicit power of attorney attested by a notary public and an identity document. The investment intermediary keeps for its archive the power of attorney and the attested copy of the provided identity document.

Ads the requirements of Article 40, paragraph 1 of Regulation 38 on the requirements for the activities of the investment intermediaries with the application for subscription of shares the entity shall enclose evidences for depositing the issue value of the subscribed shares.

If by the end date of the subscription at least 50% of the offered shares are subscribed, the subscription shall be considered as successfully closed and Industrial Holding Bulgaria shall increase the capital up to the amount of the subscribed and paid shares and the capital increase shall be registered in this amount in the Trade register, Central depository and Bulgarian Stock Exchange Sofia AD.

The term for subscription of shares ends 15 working days after the end of the term for transfer of shares.  In case the deadline is on non-working day the end date is on the first next working day.

If all 14,585,372 shares are subscribed and paid before the end date of the Subscription, Industrial Holding Bulgaria PLC shall notify its end and shall inform the Financial Supervision Commission within 3 (three) working days and shall undertake the necessary steps to enter the capital increase in the Trade Register, Central Depository AD, FSC and Bulgarian Stock Exchange Sofia AD.

The increase of the capital of Industrial Holding Bulgaria PLC using rights excludes the possibility for subscription of more than the offered shares and competition between the applications.

Industrial Holding Bulgaria shall inform the FSC within 3 days of the end of the subscription for its results, including for difficulties, disputes and other of this kind within the transfer of the rights and subscription of the shares.

Within 7 days of the end of the subscription, Industrial Holding Bulgaria PLC shall send notification to the FSC and BSE about the result of it, including information about the date of the end; total number of subscribed shares; the amount received against the subscribed shares; the commissions and other expenses on the subscription, including the taxes paid. The documents required by the low shall be enclosed to the notification. Within the same term the mentioned circumstances shall be announced in Dnevnik Newspaper and on the websites of Industrial Holding Bulgaria PLC and KBC Securities - N.V. - Bulgarian Branch.

In case that by the end date of the subscription at least 50% of the offered shares are not subscribed the subscription shall be considered as unsuccessful. In that case Industrial Holding Bulgaria AD shall inform FSC about the result of the subscription within seven days after its end date. in case the capital increase is not registered in the Trade Register, to the Registry Agency, Industrial Holding Bulgaria AD shall inform FSC within seven days after the Trade Register enacts the refusal. On the date of the notice under the previous sentences, pursuant to Article 89, paragraph 4 of LPOS the Issuer shall inform the bank about the results of the subscription and publish in Dnevnik Newspaper and Pari Newspaper an invitation to the persons who have subscribed shares and announces at the locations of the subscription the terms and procedures for return of the sums raised. The sums raised shall be returned to the persons who have subscribed shares within one month after the notice, together with the interest paid by the bank, if any. The terms and procedures for return of the sums shall be contained in the invitation to the persons who have subscribed shares.

As of the date of promulgation of the notice the IPO Prospect of shares of Industrial Holding Bulgaria PLC is published and the investors may receive a free copy on the following addresses: in the office of Industrial Holding Bulgaria PLC, Sofia, 47, Vassil Levski blvd. website http://www.bulgariaholding.com/ ; tel: 02/980 71 01, contact person: Vladislava Zgureva, e-mail: ir@bulgariaholding.com from 10:00 to 16:00 h. Each working day; and in the office of KBC Securities - N.V. - Bulgarian Branch, Sofia, District Triaditsa, 22 Gotse Delchev Blvd., entr. 2, fl. 2, tel. (+359 2) 808 33 11, contact person: Tanya Vassileva, e-mail vasileva@kbcsecurities.bg, from 10:00 to 16:00 h. Each working day The Prospect and additional public information about Industrial Holding Bulgaria PLC may be received by the Public register of The FSC (www.fsc.bg), as well as by Bulgarian Stock Exchange.