On 29 August 2007, The General Meeting of Shareholders approved a decision to increase the capital of IHB by means of issuance of up to not more than 17 502 693 new ordinary non-physical voting shares with nominal value of BGN 1 and issue value of BGN 2.40.
On the grounds of Art.112b, Paragraph 2 of the Public Offering of Securities Act persons who have acquired shares not later than 14 days after the date of the decision for increase of the capital of company are entitled to participate in the capital increase.
Here you can find information about the public offering of shares from the capital increase.
According to the GMS decision from 29.08.2007, IHB starts public offering of shares for the capital increase as follows:
Persons that are registered as shareholders with the Central Depositary at the latest within 14 days of the date of the General Meeting, at which a resolution on a capital increase has been adopted - 12.09.2007, obtain rights to participate in the capital increase;
The last date for trading shares on the Stock Exchange, resulting in having rights to participate in the capital increase is 10.09.2007;
Number of shares before the capital in crease: 26 254 040;
The capital will be increased only if 15 000 000 new shares are subscribed and paid;
The obtained exchange code of the issued rights is: R2IHLBL;
Number of shares, offered for subscribing: 17 502 693;
Nominal value per share: BGN 1
Value of issue per share: BGN 2.40
Number of issued rights:26 254 040
Ratio between number of issued rights and shares: two new shares may be subscribed with 3 rights;
Beginning date for transfer of rights on the Stock Exchange: the first business day after expiration of 7 (seven) days as of the date of publication of the notice for the public offering of shares in the State Gazette and one daily paper - "Dnevnik" - 29.10.2007;
Closing date for transfer of rights: the first business day after expiration of 14 days of the beginning date 29.10.2007 - 13.11.2007; the closing date for trading with rights on the stock exchange is two business days before the expiration of the period for transfer of rights - 09.11.2007;
Ex-officio auction on BSE for sale of unexercised rights: 20.11.2007;
Closing date for subscription of shares: the first business day after expiration of 15 business days as of the closing date for transfer of rights - 5.12.2007;
The authorized investment intermediary: First Financial Brokerage House OOD, 2, Enos Str., floor 4 and 5, Sofia;
The investment intermediary, chosen to issue certificates for rights of shareholders: Commercial Bank Allianz Bulgaria AD,79, Pr. Maria Luiza Blvd., Sofia.
Total number of shares offered for subscription and sale
The object of the public offering is 17,502,693 (seventeen million five hundred and two thousand six hundred and ninety-three) ordinary shares of the new issue of the Company's capital increase. All of the 17,502,693 shares are offered to investors for subscription.
The capital of the Company will be increased, only if at least 15,000,000 shares, each at the nominal value of BGN 1 /one/ and at the issue price of BGN 2.40, are subscribed and paid for. In such case, the capital of the Company will be increased only by the amount of the subscribed shares.
A variation above the upper limit of the declared capital to be raised is not possible. It is not envisaged an option for decreasing or increasing the number of shares offered.
The offered shares are of the nominal value of BGN 1 (one) per share and of the issue price of BGN 2.40 (two Levs point forty stotinki) per share.
Following completion of the subscription, recording of the increased capital of the Company in the commercial register and registration of the new issue of shares with the Central Depository, the issued ordinary shares of the capital increase of the Company will be offered for trade (secondary public offering) on BSE-Sofia.
Issue of rights in the meaning of §1, s.3 of LPOS
Pursuant to Art. 112, para 2 of LPOS, rights shall be issued in the event of an increase of the capital of a public company through issuing of new shares. In the meaning of §1, s. 3 of LPOS, "rights" are securities entitling the holder to subscribe for a specified number of shares in connection with a passed resolution on an increase of the capital of a public company. One right is issued against each existing share.
Conditions and time limit of the initial public offering of the shares
Pursuant to Art. 112b, para 2 of LPOS, the right to participate in the capital increase is limited to persons that have acquired shares not later than 14 days after the date of the resolution of the General Meeting on increasing the capital or, counted as from 29 August 2007, these are the persons that have purchased shares on BSE-Sofia at the latest by 10 September 2007 and that have been recorded in the registers with the Central Depository as at 12 September 2007. On the next business day, 13 September 2007, Central Depository AD has opened accounts of rights of these persons on the basis of the book of shareholders. One right has been issued against each share existing as at the end of the specified term. One right entitles to subscription of 2/3 new shares. Following issuance of the rights, any person may acquire rights during the period available for transfer/trading thereof and upon carrying out of the open-bidding auction; any three rights exercised entitle to subscription of 2 (two) new shares at the issue price of BGN 2.40 each. Any person may subscribe as many shares as the number of rights acquired and/or held thereby, multiplied by 2/3. Rights may be transferred by the closing date for transfer as specified herein below.
The ratio of issued rights to new shares is rights/shares - 3/2.
The investment intermediary appointed to administer the capital increase is First Financial Brokerage House OOD with registered seat and address of management at 2, Enos Str., floor 4 and 5, Sofia.
Following confirmation of this Prospectus for Public Offering of Shares by FSC, the Management Board of IHB shall publish a notice of the public offering, the beginning date and the closing date for transfer of rights and for subscription of shares, the registration number and the date of the FSC's confirmation of the prospectus for public offering of shares, the place, time and arrangements for becoming familiar with the prospectus, as well as other details as defined in an ordinance of FSC. Pursuant to Art. 92a, para 1 of LPOS, the notice is subject to promulgation in the State Gazette and to publishing in one central daily newspaper, the Dnevnik daily, 7 (seven) days before the beginning date for transfer of the rights and subscription of the shares.
Place and contact person
Investors interested in the offered securities may refer to the authorised investment intermediary:
First Financial Brokerage House OOD
Address: 2, Enos Str., floor 4 and 5, Sofia
Contact person: Svetozar Abrashev
Telephone: (+359 2) 810 64 00
Fax: (+359 2) 810 64 01
Е-mail: ffbh@ffbh.bg
and to the investment intermediary, chosen to issue certificates for rights of shareholders:
Investment Intermediary Commercial Bank Allianz Bulgaria AD
Address: 79, Pr. Maria Luiza Blvd., Sofia
Contact person: Blagoy Lenkov
Telephone: (+359 2) 921 54 80
Fax: (+359 2) 981 85 64
Е-mail: b.lenkov@bank.allianz.bg
For more information:
Industrial Holding Bulgaria PLC
Address: 47, Vasil Levski Blvd., Sofia
Contact person: Vladislava Zgureva
Telephone: (+359 2) 980 71 01
Fax: (+359 2) 980 70 72
Е-mail: ir@bulgariaholding.bg
First Financial Brokerage House OOD
Address: 2, Enos Str., floor 4 and 5, Sofia
Contact person: Elena Dimitrova
Telephone: (+359 2) 810 64 00
Fax: (+359 2) 810 64 01
Е-mail: ffbh@ffbh.bg
Beginning date for sale (trade) of the rights and subscription of new shares
This is the first business day following expiration of 7 (seven) days of the date of promulgation of the notice of the public offering according to Art. 92a of LPOS in the State Gazette and of publication thereof in one central daily newspaper, the Dnevnik daily (where the promulgation and publishing take place on different days, the first business day following expiration of 7 days of the later of the two dates). The beginning date of the subscription and of the stock exchange trade in rights is expected to be on or around 29 October 2007.
Closing date for sale of the rights
Pursuant to Art. 112b, para 4 of LPOS, the closing date for transfer of the rights shall be the first business day following expiration of 14 (fourteen) days as from the beginning date for transfer of the rights (expected date: on or around 12 November 2007). According to the Rules and Regulations of Bulgarian Stock Exchange - Sofia AD (BSE), the closing date for trade in shares on the stock exchange shall be two business days before the closing date for transfer of rights (expected closing date for trade in rights on the stock exchange: on or around 8 November 2007).
Place, conditions and procedure for transfer of the rights
The transfer of rights via purchases and sales thereof (trade in rights) is carried out on the unofficial market of BSE-Sofia AD, through submission of an order to sell to the relevant investment intermediary wherewith accounts of rights of the respective clients are opened, and correspondingly, through an order to purchase to the investment intermediary that is a member of the stock exchange. The provisions of the Regulations of Central Depository AD shall govern the acquisition of rights via other methods.
Rights, notwithstanding the manner of acquisition thereof, may be offered for sale by any holder of rights that is a shareholder of the Company, provided that such shareholder has acquired shares at the latest within 14 days of the date of the resolution of the General Meeting on the capital increase, as well as by any person that has purchased rights via a purchase deal on BSE.
Shareholders unwilling to participate in the capital increase, as well as any other holders of rights, may sell their rights following the said procedure till the end of the stock exchange session on the last day of the trade in rights, correspondingly, may dispose of such rights via other methods till the closing date for transfer of rights, but not later than the time limit as provided for by the Regulations of Central Depository AD.
Second stage and end of the subscription
Holding of an open-bidding auction for rights unexercised within the time limit for sale (trade) of the rights
On the 5th business day after the closing date of the time limit for transfer of the rights under s. Closing date for sale of the rights, on page 24 of the Document of the Offered Securities (expected date: on or around 19 November 2007), IHB, through the investment intermediary First Financial Brokerage House OOD, shall offer for sale under the terms of an open-bidding auction, those rights against which no shares of the new issue have been subscribed till expiration of the time limit for transfer of the rights. IHB shall distribute the amount of the unexercised rights sale proceeds reduced by the expenses on the sale, pro rata, among the holders of such rights.
The rights sale proceeds are transferred into a special account opened with Central Depository AD and may not be used until the IHB's capital increase is recorded in the commercial register with the Sofia City Court. The distribution of amounts of the proceeds from sale of rights, both within the time limit for transfer thereof and during the auction, is carried out with the assistance of the Central Depository, according to the conditions and procedure as provided for in its Regulations.
In the beginning of each business day during the subscription, the Central Depository discloses publicly the information on rights exercised by the end of the previous business day. Persons that have acquired rights at the sale through the open-bidding auction may subscribe the relevant number of shares till the closing date of the subscription as specified below.
End of the second stage of the subscription (and of the subscription in general)
This is the first business day after 15 business days pass as from the date on which the time limit for transfer of the rights has expired (expected date: on or around 3 December 2007). Till the closing date as specified in the foregoing sentence, persons that have acquired rights at the sale through the open-bidding auction may subscribe the relevant number of new shares against such rights.
Subscription of new shares is not allowed before the specified beginning date and after the stipulated closing date.
In the beginning of each business day during the subscription, Central Depository AD discloses publicly the information on rights exercised by the end of the previous day.
General payment rules
The new shares shall be paid for in Levs.
In compliance with the requirements of the Law on the Measures against Money Laundering, Investment Intermediary First Financial Brokerage House OOD, as well as any investment intermediaries, banks and the rest financial institutions accepting and/or effecting payment transfers, are obliged and, in certain cases, have the right to identify investors and collect, record and disclose to relevant state authorities information regarding executed transfers and the origin of funds, in accordance with the requirements of the law and their internal applicable rules.
In case of subscription of new shares through an investment intermediary, the transfer of funds may also be effected by the relevant investment intermediary for the account of its client-investor.
Deadline for payment
Investors are obliged to pay the issue price of shares subscribed thereby at the latest by the end of the last day of the subscription (the closing date for subscription of shares). Payment is deemed effected on the day when the special bank account of IHB with Commercial Bank Allianz Bulgaria is credited with the relevant amount.
Form of payment
Payment may be effected in cash or via bank transfer, including an electronic one. In any case, the document (including the electronic one) for the transfer (a payment order, deposit receipt or alike) should contain at least the investor's name/firm name/title and the total number of new shares subscribed, which are being paid.
Bank account for payments
The issue price of the subscribed shares shall be paid for in a special escrow account opened in the name of IHB with Commercial Bank Allianz Bulgaria AD with number: IBAN: BG37BUIN95615010021519, BIC: BUINBGSF. The number of this bank account will be disclosed also in the notice of the offering, which will be promulgated in the State Gazette and published in the Dnevnik daily. According to law, cash funds received in this account shall be frozen and may not be used by the issuer before the capital increase is recorded with the commercial register, while in the event of an unsuccessful subscription, they shall be returned to investors according to the procedure and subject to the conditions set out herein below.
DECISION
for increase the capital of Industrial Holding Bulgaria plc,
through new issue of shares
On 29 August 2007, The General Meeting of Shareholders approved a decision to increase the capital of the Company, namely:
I. The General Meeting increases the registered capital of the company from BGN 26 254 040 up to not more than BGN 43 756 733 by means of issuance of up to not more than 17 502 693 new ordinary non-physical voting shares with nominal value of BGN 1 and issue value of BGN 2,40.
The registered capital shall be increase under the terms and conditions set forth in Art.192, Paragraph 1, first sentence, Art.194, Paragraph 1 of the Commercial Act and Art.112 and following articles as per the Public Offering of Securities Act.
On the grounds of Art.112b, Paragraph 2 of the Public Offering of Securities Act persons who have acquired shares not later than 14 days after the date of the decision for increase of the capital of company are entitled to participate in the capital increase.
For each existing share as of the end of the term hereinabove mentioned shall be issued one subscription right. Each 3 /three/ subscription rights shall entitle their owner to subscribe 2 /two/ new shares with issue value of BGN 2,40 each.
Each person shall be entitled to subscribe such number of shares which be equal to the number of subscription rights acquired or possessed multiplied by 2/3.
The registered capital of the company will be increase only if at least 15 000 000 shares with nominal value of BGN 1 and issue value of BGN 2,40 each are subscribed and paid in, whereby in this case the registered capital of the company will be increased only with the nominal value of the shares subscribed. It is not possible an upwards diversion beyond the capital limit offered for subscription.
II. The General Meeting appoints First Financial and Brokerage House Ltd. having its registered seat and address of management in the city of Sofia, 2 Enos Street as investment intermediary for the increase of the registered capital of Industrial Holding Bulgaria PLC.
III. The General Meeting empowers the Managing board of the company to adopt decisions related to specification of the terms and conditions and procedure related to the increase of the capital, as well as to prepare the prospectus for public offering of the shares; as well as to conclude the contract with the appointed investment intermediary and to undertake all and any necessary legal and other actions with regard to fulfillment of the decision for increase of the registered capital.
IPO PROSPECTUS
Type of the offered securities: Dematerialised, ordinary, registered,
freely transferable shares
Number of the offered securities: 17,502,693
|
Per share |
Total | |
| Issue price | BGN 2.40 |
BGN 42,006,463 |
|
Nominal value |
BGN 1 |
BGN 17,502 693 |
|
Fee of the investment intermediary |
BGN 0.015 |
BGN 263,126 |
|
Total expenses on the public offering |
BGN 0.016 |
BGN 281,120 |
|
Net income from the public offering |
BGN 2.384 |
BGN 41,725,343 |
Investment Intermediary of the issue
First Financial Brokerage House OOD
with registered seat and address of management:
2, Enos Street, floor 4 and 5, the Triaditsa region, Sofia
Time limit of the public offering:
a) beginning date for transfer of rights and subscription of shares: the first business day after expiration of 7 (seven) days as of the date of publication of the notice under Art. 92a, para 1 of the Law on Public Offering of Securities (LPOS);
b) closing date for transfer of rights: the first business day after expiration of 14 days as of the beginning date;
c) closing date for subscription of shares: the first business day after expiration of 15 business days as of the closing date for transfer of rights under letter "b".
The prospectus contains the whole information about Industrial Holding Bulgaria PLC, which is necessary to make an investment decision, including the main risks related to the Company and its activity, and it is in the interest of investors to become familiar with the Document of the Offered Securities and with the Registration Instrument before taking a decision to invest.
Investing in the offered ordinary shares involves certain risks. Please refer to Risk Factors on page 7 of the Document of the Offered Securities, as well as to Risk Factors on page 9 and the following of the Registration Instrument.
The Financial Supervision Commission has confirmed the Document of the Offered Securities by means of Decision №.1259-E 3.10.2007, which does not constitute a recommendation for investing in the offered shares. The Financial Supervision Commission does not bear any responsibility about the truthfulness and completeness of data contained in the Document.
The members of the Management Board of Industrial Holding Bulgaria PLC shall be jointly liable for damages caused due to untrue, misleading or incomplete data in the Document of the Offered Securities. The prepares of the annual financial statements of the Company shall be jointly liable, together with the persons under the foregoing sentence, for damages caused due to untrue, misleading or incomplete data in the financial statements of the Company, while the registered auditor - for damages caused by the financial statements audited thereby.
|
Prospectus publishing date |
on 19 October 2007 |
|
Date of publishing the notice |
on 19 October 2007 |
|
Beginning of trade in rights |
on 29 October 2007 |
|
Closing date of trade in rights on BSE |
on 9 November 2007 |
|
Closing date of the subscription of |
on 13 November 2007 |
|
Ex-officio auction on BSE for sale |
on 20 November 2007 |
|
Beginning of the subscription of new |
on 22 November 2007 |
|
Closing date of the subscription of new |
on 5 December 2007 |
|
Closing date for payment for new shares |
on 5 December 2007 |
|
Registration of the new shares issue |
on 14 December 2007(1) |
|
Registration of the new shares in |
on 19 December 2007(1) |
|
Beginning of trade in new |
on 15 January 2008 (1) |
(1) These dates are determined on the basis of the assumption that: (a) the time limits as per the time schedule will be met without any delay; and (b) the procedures to be carried out at the relevant institutions will be accomplished within the shortest deadlines according to their practices. The exact dates may fall more or less days after the specified date.
Conditions and procedure for subscription of the shares, including conditions for completion of forms and submission of documents by investors; conditions, procedure and time limit for withdrawal of an application (order) for subscription of shares
Pursuant to §1, s. 10 of the Additional Provisions of LPOS, a subscription of shares is an unconditional and irrevocable expression of will to acquire shares in a process of issuing thereof and to pay for their full issue price.
Conditions and procedure for subscription of shares
Persons holding shares with rights, i.e. the shareholders of the Company as recorded in the registers with the Central Depository as at 12 September 2007 (the 14th day after the date of the General Meeting at which the resolution on capital increase has been adopted) receive their rights in accounts opened by the Central Depository on 13 September 2007 on the basis of the book of shareholders. The registration of rights by accounts is carried out correspondingly, by own (personal) accounts of holders in the general register, or by their client accounts with the relevant investment intermediary, dependent on where the shares are as at the time of registration of the issue rights.
The Central Depository does not issue depository receipts for rights registered by shareholders' own accounts. According to the Regulations of CD (Enclosure 20) and the agreement reached between IHB and the investment intermediary, Commercial Bank Allianz Bulgaria AD, shareholders that have received rights in own accounts may obtain a documentary evidence of the rights held thereby at any one of the branches of CB Allianz Bulgaria AD, as specified below:
79, Pr. Maria Luiza Blvd., the city of Sofia
8, St. St. Kiril i Metodiy Blvd., the town of Balgoevgrad
20, Geo Milev Str., the town of Bourgas
10, Preslav Str., the town of Varna
2, Marno pole Str., the town of Veliko Tarnovo
8, Bdin Str., the town of Vidin
20, G. S. Rakovski Str., the town of Vratsa
19, Vasil Aprilov Str., the town of Gabrovo
4A, Kazenbarktsika Str., the town of Dimitrovgrad
10, Bulgaria Str, the town of Dobrich
3, Hristo Botev Str., the town of Dupnitsa
16, Tsanko Tserkovski Str., the town of Pleven
10, Gladston Str., the town of Plovdiv
33, Aleksandrovska Str., the town of Ruse
5, Mara Belcheva Str., the town of Sevlievo
3, Dobrudzha Str., the town of Silistra
121, Gen. Stoletov Str., the town of Stara Zagora
3, Vasil Levski Str., the town of Troyan
18, Hristo Botev Str., the town of Shumen
1A, Rakovski Str., the town of Yambol
Persons that have received rights by personal accounts order the transfer of such rights into their own subaccounts with Allianz Bulgaria AD or with another investment intermediary chosen thereby.
Persons holding shares with rights, as well as any other holders of rights acquired within the time limit for transfer thereof, may subscribe a relevant number of shares against such rights till expiration of the time limit for the rights transfer - refer to Closing date for sale of the rights on page 24 - and otherwise, their unexercised rights will be sold ex-officio at an open-bidding auction.
Persons that have acquired rights at the sale through the open-bidding auction may subscribe a relevant number of shares till the subscription closing date - refer to Closing date of the subscription on page 25. The Company provides for the option of distance subscription of shares through the Central Depository and its members.
Shares are subscribed through submission of a written order of standard form, which is in compliance with the provisions of Ordinance No. 1 of 15 September 2003 for the Requirements to the Activities of Investment Intermediaries.
Any persons holding shares with rights, as well as any other holders of rights acquired within the time limit for transfer thereof and/or at the open-bidding auction, submit orders for subscription of shares to the investment intermediary Commercial Bank Allianz Bulgaria AD, at any of the offices listed above, and/or to investment intermediaries that are members of the Central Depository and wherewith client accounts of the rights of such holders are kept, in compliance with the effective procedures as stipulated in the Regulations of the Central Depository.
Minimum contents of the written order for subscription of shares:
A) Individuals:
- 1. name and unique client's number of the individual and of his/her proxy, and if such numbers are not assigned, the following data respectively: full name, Personal Identification Number /PIN/, place of residence, address;
- 2. issuer, ISIN code of the issue and number of shares wherefore the order is made;
- 3. date, time and place of order submission;
- 4. total value of the order;
- 5. signature of the individual submitting the order.
B) Legal entities:
- firm name and unique client's number of the entity and of its proxy, and if such numbers are not assigned, the following data respectively: firm name, BULSTAT identification code, registered seat and address of the client;
- the data as per s. 2-5 of letter "A" above.
C) Non-resident individual/legal entity - identification data corresponding to those as per letters "A" and "B" above, as well as the data as per s. 2-5 of A above;
Any written order shall be enclosed with: (a) an original or a notary certified copy of a certificate of good standing of the ordering legal entities; (b) translated and legalised court Registration Instruments of non-resident legal entities; (c) the original of a notary-certified express power of attorney, if the order is submitted through a proxy.
Submission of orders for subscription of shares
Legal entities submit orders through their legal representatives who prove their identity by means of an identity document, a copy whereof shall be enclosed with the order. In addition, copies of the BULSTAT registration, certified by the legal representative, shall be enclosed as well. Individuals submit orders personally, by proving their identity by means of an identity document, a copy whereof shall be enclosed with the order. An order may also be submitted through a proxy that proves his/her identity by means of a notary-certified express power of attorney and the documents listed above, dependent on the authoriser (a legal entity or an individual).
Upon submission of an order to an investment intermediary, wherewith the accounts of rights of a client are kept, such investment intermediary notifies First Financial Brokerage House OOD, Sofia, of the submitted order. The notification is made by telephone or another distance communication method, till 16.30 o'clock of each business day of the time limit of the subscription, where a document is drawn up for any notification made by the end of a business day, which document is certified by a person from the investment intermediary's internal control department.
Investment intermediaries register orders in special ledgers, by sequence of receipt thereof and in compliance with the provisions of Ordinance No. 1 of 15 September 2003 for the Requirements to the Activities of Investment Intermediaries.
Irrevocability of orders for subscription of shares
Pursuant to § 1, s.10 of the Additional Provisions of LPOS, an investor may not withdraw his/her/its order. An investor may renounce the shares subscribed according to the procedure and subject to the provisions of Art. 85, para 6 of LPOS.
Special condition for validity of a subscription
A subscription is deemed valid, only if it is made by a holder of rights, up to the maximum possible number of shares and if the total issue price of the shares subscribed has been paid within the time limit and subject to the conditions set out below. In case of a partial payment of the issue price, the number of shares deemed subscribed is a relevant number, whereof the issue price has been fully paid.