With decision from 20.10.2011 the Trade Registry published announcement for bond issue of Industrial Holding Bulgaria AD ISIN code BG2100018113 under the following terms and conditions:
- Total nominal value (bond issue amount) - BGN 21,713,900 (twenty one million seven hundred and thirteen thousand and nine hundred), distributed in 217 139 (two hundred and seventeen thousand hundred and thirty nine) dematerialized interest-bearing convertible freely transferable unsecured bonds of par value BGN 100 (one hundred) each;
- Term (maturity) of the bond issue: 3 /three/ years (36 months) as of the issue date;
- Date from which the maturity term is counted - 18.10.2011
- Interest - 8.00 % (eight percent) on an annual basis;
- Period of interest payment: 6 months;
- Conversion rate: 50, which defines conversion price of BGN 2.00 (two);
- Conversion: on the due date of the issue;
- Payment dates: for the principal - single, on the due date; for interest payments: 18.04.2012, 18.10.2012, 18.04.2013, 18.10.2013, 18.04.2014 and 18.10.2014;
- Bank servicing the bond issue payments – The payments are made by the Central Depositary with abidance by the requirements of Ordinance No. 8.
For initial public offering of convertible bonds of
INDUSTRIAL HOLDING BULGARIA PLC
|Type of offered securities:||dematerialized, interest-bearing, convertible, freely transferable, unsecured bonds|
|Number of offered securities:||217,180|
|Issue price per 1 bond:||BGN 100.00|
The IPO Prospectus includes a Registration Document, a Securities Document and a Summary and contains the whole information about Industrial Holding Bulgaria PLC, which with regard to the specific characteristics of the issuer and the securities subject of the public offering, is necessary the investors to make a precise assessment of the economic and financial state of the issuer and the rights related to the securities.
This IPO Prospectus of Industrial Holding Bulgaria PLC has been confirmed by the Financial Supervision Commission with Decision № 525-Е/19.08.2011, which does not mean that the Commission approves or disapproves investments in securities or bears responsibility for the truthfulness of the information presented herein.
Members of the Managing Board have joint responsibility for any damages caused by untruths, misleading or incomplete information in the entire Securities Document.
Industrial Holding Bulgaria Plc and the authorised investment intermediary KBC Securities - N.V. – Bulgaria inform the potential investors that investing in the offered securities poses certain risks. The risk factors are shown in point 2 Risk Factors of Securities Document and point.4 Risk Factors of the Registration Document.
NOTICE for public offering of convertible bonds of Industrial Holding Bulgaria PLC
Industrial Holding Bulgaria PLC on the grounds of Art.92, para 2 of the Law on Public Offering of Securities notifies the investors about the beginning of an initial public offering of 217,180 dematerialized, interest-bearing, convertible, freely transferable, unsecured bonds with par value of BGN 100 each and total issue value BGN 21,718,000.
The issue is issued on the ground of the decision adopted by the General Meeting of Shareholders of Industrial Holding Bulgaria PLC on 30.06.2011 and approved by the General Meeting of Bondholders holding convertible bonds from a previous issue of convertible bonds held on 01.07.2011 and decisions of the Management Board as of 13.07.2011 and 18.07.2011. With a decision N 525-Е/19.08.2011. the Financial Supervision Commission has approved the Prospectus for public offering of the bonds of the present issue.
Current shareholders of Industrial Holding Bulgaria PLC have the right to subscribe bonds 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. Each shareholder shall be issued 1 right. The rights are issued in favour of the shareholders who have acquired shares no later than 14 days after the decision of the General Meeting of Shareholders for issuance.
On the following working day the Central Depository AD opens accounts for rights of those persons, as one right is issued against one share; 313.005539184087 rights are entitle to subscribe for 1 new share at issue value of BGN 100. Each person who is not a shareholder and wishes to subscribe for bonds of this issue may acquire rights within the term for the transfer of rights or at the open auction. Each person may subscribe for at least one bond and maximum number of bonds equal to the issued in his favour rights or acquired rights, divided into 313.005539184087.
First stage of the subscription: The start date from which commences the term for the transfer of rights and the subscription of the bonds is the first working day following the end of 7 calendar days after the date of promulgation of the notice in the State Gazette and its publication in the Dnevnik newspaper. In case the dates of the promulgation and the publication of the notice are different, the start date is the first working day following the end of 7 calendar days after the later date. The end date for the transfer of rights is the first working day, following the end of 15 calendar days after the start date for the transfer of rights.
End of first stage of the subscription: The entities, who have been issued or who have acquired participation rights within the term for the transfer of rights, can subscribe for new bonds by the deadline for the transfer of rights. The investors should have in mind that all non-exercised rights shall be offered on the open auction organized by the Bulgarian Stock Exchange Sofia AD.
Second stage and end of the subscription: The non-exercised 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-exercised rights shall be organized on the 5th working day after the end of the term for the transfer of rights. All the non-exercised rights and all rights against which bonds are not subscribed within the term for the transfer of 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 the Bulgarian Stock Exchange Sofia AD can subscribe for new bonds by end day for subscription. The term for subscription for shares ends 15 working days after the end of the term for the transfer of shares. In case the deadline is on non-working day the end date is on the following working day.
Subscription for 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 on the non-regulated market of the Bulgarian Stock Exchange Sofia AD. The entities who wish to sell their rights shall file an order for sale with the investment intermediary on whose account the rights are registered. The entities who wish to buy rights shall file 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 Central Depository are applied.
On the 5th working day after the end of the term for the transfer of rights, Industrial Holding Bulgaria PLC shall offers the non-exercised rights through the authorized investment intermediary KBC Securities, N.V. – Bulgaria Branch, on a Regulated Market and under the conditions of an open auction within the term for the transfer of rights. Industrial Holding Bulgaria PLC will distribute the funds raised from the sale of the non-exercised rights, deducted 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 each working day during the subscription period, CD informs the public about the exercised rights on the previous working day.
Order and terms for subscription for new bonds: The subscription for bonds 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 exercising them, into their sub-accounts with KBC Securities – N.V. – Bulgaria Branch, or with another investment intermediary. Subscription for new bonds 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 bonds, and if the full amount of the issue price have been deposited in the terms and conditions written below.
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 IBAN: BG49BUIN95615100292704 BIC BUINBGSF, open in favour of Industrial Holding Bulgaria PLC. in Allianz Bank Bulgaria.
The fund raising account should be credited with the deposit against the subscribed bonds no later than the end of the last date of the subscription (the last date for subscription for 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) 858 33 11, contact person: Tanya Vassileva and Eli Nikolaeva.
The filing of an application for subscription for shares is made following the requirements for the filing of requests for deals with financial instruments envisaged in the 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 bonds, 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 filling up of certain forms of orders with the content mentioned above as well as additional content at his discretion. The bank account of the investor on whose account funds shall be refunded in case of cancelled and/or unsuccessful subscription shall be written in the order. 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 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 and an identity document. The investment intermediary keeps for its archive the power of attorney and the attested copy of the provided identity document. Pursuant to the requirements of Art. 40, para 1 of Regulation 38 on the Requirements for the Activities of the Investment Intermediaries with the application for subscription for bonds the entity shall enclose evidences for depositing the issue value of the subscribed bonds.
The subscription for shares ends 15 working days after the end of the term for the transfer of shares. In case the deadline is on non-working day the end date is on the following working day.
If by the end date of the subscription all offered bonds are not subscribed, but at least 110,000 of the offered bonds are subscribed for and paid, the subscription shall be considered as successfully closed. Industrial Holding Bulgaria PLC shall notify the Financial Supervision Commission within 3 (three) working days for the closure of subscription and the results including impediments, litigations or other obstacles of this kind in the trading of rights and subscription for shares. 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 offered bonds are subscribed for and paid before the end date of the Subscription, Industrial Holding Bulgaria PLC shall notify the Financial Supervision Commission within 3 (three) working days (Art.112b of the Law on Public Offering of Securities) and shall undertake the necessary steps to register new issuance of convertible bonds and announce the debenture loan in the Commercial Register.
In case that by the end date of the subscription at least 110,000 of the offered bonds are not subscribed the subscription shall be considered as unsuccessful. In that case, Industrial Holding Bulgaria AD shall inform the Financial Supervision Commission about the results of the subscription within seven days after its end date. 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 the Dnevnik newspaper and the Pari newspaper an invitation to the persons who have subscribed for 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 for 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 for shares.
As of the date of promulgation of the notice the IPO Prospectus for bonds of Industrial Holding Bulgaria PLC has been published and the investors may receive a free copy on the following addresses: in the office of Industrial HoldingBulgaria PLC, Sofia, 47, Vassil Levski blvd. website www.bulgariaholding.com ; tel: 02/980 71 01, contact person: Vladislava Zgureva, e-mail:email@example.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 persons: Tanya Vassileva and Eli Nikolaeva, e-mail firstname.lastname@example.org, from 09:00 to 18:00 h. each working day. The Prospect and additional public information about Industrial Holding Bulgaria PLC may be received from the Public register of The FSC (www.fsc.bg), as well as from the Bulgarian Stock Exchange.
|Right to subscribe the convertible bonds have
shareholders who have acquired shares no later than
|14 Jul 2011|
|Closing date of trade on BSE of the shares with rights for
participation in the subscription of the bond issue
|14 Jul 2011|
|Prospectus publishing date||25 Aug 2011|
|Date of publishing the notice of the
offering in the State Gazetteand in a
central daily newspaper,the Dnevnik daily
|26 Aug 2011|
|Beginning of transfer of rightsand trade
in rights on BSE and ofthe subscription of bonds
|7 Sept 2011|
|Closing date of trade inrights on BSE||20 Sept 2011|
|Closing date of transferring therights on BSE||26 Sept 2011|
|Closing date of the subscription of bonds by
holders of rights, including persons that have purchased
rights on BSE, before the ex-officio auction
|26 Sept 2011 (1)|
|Ex-officio auction on BSE for sale of unexercised rights||3 Oct 2011|
|Beginning of the subscription of bonds by persons that have
purchased rights at the ex-officio auction
|5 Oct 2011|
|Closing date of the subscription of
bonds by persons that have purchased
rights at the ex-officio auction
|17 Oct 2011|
|Closing date for payment for bonds by any persons that have
subscribed bonds. End of subscription
|17 Oct 2011|
|Registration of the bonds in investor
accounts with the Central Depository
|19 Oct 2011 (2)|
|Announcement for the debent6ure loan in the
|19 Oct 2011 (2)|
|Registering the issue convertible bonds in the FSC Register
according to Article 30, paragraph 1, point 3 of FSC Law
|19 Oct 2011 (2)|
|Beginning of trade in new shares on BSE||19 Oct 2011 (2)|
(1) We would like to pay attention that the shareholders whose shares and respectively whose rights are on private account in Central Depository should ask a licensed Investment Intermediary acting as a Registration agent to the CD to issue a duplicate of depository receipt for their rights that are in their private account. This specifying is made having in mind the time necessary for the issue of a duplicate of depository receipt which may take around 3 working days and the closing date for the subscription of new shares before the ex-officio auction - 19 September 2011.
(2) 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.
The First General Meeting of Bondholders
On the grounds of Art. 206, para 6 and 7 of the Trade Act, the Board of Industrial Holding Bulgaria AD summons the First General Meeting of Bondholders, possessing convertible bonds issue ISIN code BG2100018113. The General Meeting shall be held on 10.11.2011 at 10.00 a.m. in the city of Sofia, 16-20 Alabin St., Bulgarian Industrial Chamber, in the meeting room on the first floor with the following agenda:
1. Election of representative/s of the bondholders.
2. Fixing the remuneration of the representative/s of the bondholders.
All bondholders holding bonds from the present issue convertible bonds of Industrial Holding Bulgaria AD are invited to participate in the General Meeting personally or by proxy. Right to participate and vote in the General Meeting of bondholders have the entities registered as bondholders with the Central Depository AD as at the date 3 (three) days before the Meeting. The registration of the bondholders or their representatives shall begin at 9.00 a.m. on 10.11.2011 at the venue of holding the Meeting. The bondholders shall be obliged to present an identity document, written - notarized power of attorney and certificate of current status of the bondholders who are legal entities. In the case of lack of quorum, the Meeting shall be held on 24.11.2011 at 10.00 a.m. at the same place and with the same agenda and, requirements and registration procedure.