PARTICULARS OF CONVERTIBLE BONDS ISSUE OF INDUSTRIAL HOLDING BULGARIA AD ISIN code: BG2100003156
With decision 20150420134708 from 20.04.2015 the Trade Registry published announcement for bond issue of Industrial Holding Bulgaria AD ISIN code BG2100018113 under the following terms and conditions:
- ISIN code: BG2100003156
- Total nominal value (bond issue amount) - BGN 49 999 600 (forty nine million nine hundred ninety nine thousand six hundred), distributed in 499 996 four hundred ninety nine thousand nine hundred ninety six) 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);
- Date from which the maturity term is counted - 10.04.2015
- Interest - 5.00 % (five percent) on an annual basis;
- Period of interest payment: 6 months;
- Conversion rate: 100, which defines conversion price of BGN 1.00 (one);
- Conversion: on the due date of the issue;
- Payment dates: for the principal - single, on the due date; for interest payments: 10.10.2015, 10.04.2016, 10.10.2016, 10.04.2017, 10.10.2017, 10.04.2018;
- Servicing the bond issue payments – The payments are made by the Central Depositary with abidance by the requirements of Ordinance No. 8.
Prospect 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: | 500,000 |
| Issue price per 1 bond: | BGN 100.00 |
This IPO Prospectus of Industrial Holding Bulgaria PLC has been confirmed by the Financial Supervision Commission with Decision № 106-Е/18.02.2015, which does not mean that the Commission approves or disapproves investments in securities or bears responsibility for the truthfulness of the information presented herein.
Legal grounds: Art.92, para 2 of the Law on Public Offering of Securities - notification in the Commercial Register for public offering of convertible bonds
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 up to 500 000 dematerialized, interest-bearing, convertible, freely transferable, unsecured bonds with par value of BGN 100 each and total issue value up to BGN 50,000,000. The minimum number of subscribed convertible bonds in which the offer will be deemed successful, is 300,000 (three hundred thousand) convertible bonds.The issue is issued on the grounds of the decision adopted by the General Meeting of Shareholders of Industrial Holding Bulgaria PLC on 04.12.14.With a decision N 106-Е/18.02.2015 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.
For every 135.957086 rights, shareholders or third parties who have acquired rights in the free trade 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 135.957086
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 whichever date is latest of date the promulgation of the notice in the Commercial Register and its publication in the Capital Daily and Novinar newspapers and publication on the web site of the issuer and the investment intermediary Allianz Bank Bulgaria AD.
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 bonds ends 15 working days after the end of the term for the transfer of rightes. If the deadline falls on non-working day the end date is on the following working day. Subscription for bonds is not allowed before the beginning date and after the closing date for subscription of bonds.
Terms and conditions 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 Allianz Bank Bulgaria AD, 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 the Central Depository and shall not be used until the registration of the new issue in the Commercial 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 Central Depository, according to the Central Depository’s Regulation. In the beginning of each working day during the subscription period, the Central Depository informs the public about the exercised rights on the previous working day.
Terms and conditions for subscription for new bonds:
The subscription of convertible bonds is carried out by the holders of rights by submitting application form at "Allianz Bank Bulgaria" AD or investment intermediaries, members of the "Central Depository" AD, who maintain client accounts for their rights held by them. The submission of an application for subscription of convertible bonds must be in compliance with the requirements for filing of requests for transaction with financial instruments, regulated in Ordinance № 38 on the Requirements to the Investment Intermediaries.
Investors, who have received participation rights in their personal accounts with the Central Depository, have to state their intent to transfer the rights, prior to exercising them, into their sub-accounts with Allianz Bank Bulgaria AD 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 convertible bonds, 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 bonds shall be considered subscribed, only if their issue price has been fully paid.
The deposit of the issue value of the subscribed bonds is made in a fund raising account IBAN: BG09BUIN95615100483447, 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 bonds).
The holders of participation rights submit application for subscription for new bonds at the investment intermediary Allianz Bank Bulgaria AD, Sofia, 79 Maria Luisa Blvd. The subscription can be made in the branches of the investment intermediary everyday from 9.00 to 17.00, contact person: Hristo Chakyrov, broker Financial Markets and Investments Department, tel. (+359 2) 9215 481, fax 9818564 e-mail: cap.market@bank.allianz.bg
Application for subscription will be accepted at the following addresses:
Busness centreAddres
BLAGOEVGRAD8 St. Cyril and Metody blvd.
BURGAS20 Geo Milev str
VARNA10 Preslav str.
VARNA-VLADISLAVOVO68 Bratia Miladinovi str
VELIKO TARNOVO2 Morno pole str.
VIDIN8 Bdin str.
VRATZA10 Lukashov str.
GABROVO18 Vasil Aprilov str
GOTZE DELCHEV1 Kavala str.
DIMITROVGRAD5 Dimitar Blagoev blvd.
DOBRICH10 Bulgaria str.
DUPNITZA3 Hristo Botev str.
KAZANLAK1 Jordan Statelov str.
KOZLODUIKozloduy Nuclear Power Plant
KARDZHALI58 Bulgaria blvd.
KYUSTENDIL24 Bulgaria blvd.
LOVECH2А Bulgaria blvd.
MONTANA8 Stefan Karadja str.
PAZARDZHIK5 Tzar Ivan Shisman str.
PERNIK46 Targovska str.
PLEVEN16 Tz Tzerkovski str.
PLOVDIV11 Ivan Vazov str.
RAZGRAD18 Iskar str.
RUSE33 Aleksandrovska str.
SANDANSKI2 Bulgaria sq.
SVISHTOV 2 D.A. Tzenov str.
SEVLIEVO5 Mara Belcheva str.
SILISTRA3 Dobrudja str.
SLIVEN25 Tzar Simeon str.
SMOLYAN69 Bulgaria blvd.
SOFIA - BUSINESS PARK SOFIAMladost 4, Business park, building 4
SOFIA - MARIA LUIZA79 Maria Luisa blvd.
SOFIA - MARIA LUIZA65 Maria Luisa blvd.
SOFIA-EUROPELozentez district",71 James Bourchier blvd.
STARA ZAGORA121 General Stoletov str.
TROYAN3 Vassil Levski str., "Raketa" building, entrance B
TARGOVISHTE32 Vasil Levski str.
HASKOVO7 San Stefano
SHUMEN18 Hristo Botev str.
YAMBOL18 G.S. Rakovski str.
The filing of an application for subscription for convertible bonds follows the requirements for the 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:
- Identity document for individuals - legal representatives of the person. The investment intermediary retains an attested copy of the identity document.
- 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.
If all convertible bonds are subscribed for before the end date of the subscription, "Industrial Holding Bulgaria" notify the Financial Supervision Commission within three (3) working days (Art. 112b para 12 of POSA) and take appropriate action to register the issue with the Central Depository in the FSC register and submit an application for admission to trade the issue on the "BSE - Sofia".
If by the end date of the subscription all offered bonds at least 300,000 of the offered bonds are subscribed for and paid, the subscription shall be considered as successfully closed.
The subscription for bonds ends 15 working days after the end of the term for the transfer of rights. If the deadline falls on non-working day the end date is on the following working day.
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 bonds. When the public offering is successfully completed, FSC enter the issue in the register under Art. 30 para. 1 pt. 3 of the FSCA.
Within 7 days of completion of the Offering, the "Industrial Holding Bulgaria" will send a notification to the Financial Supervision Commission and the Bulgarian Stock Exchange on the outcome, including information on the closing date, the total number of subscribed bonds, the amount received against the subscribed bonds, the amount of commissions and other expenses related to the Offering, including fees paid. The Issuer shall apply the statutory documents. Within the same time, the abovementioned information will be published in "Capital Daily" and on the internet address of the "Industrial Holding Bulgaria".
If by the end date of the subscription at least 300,000 of the offered bonds are not subscribed for 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 paragraph, pursuant to Article 89, paragraph 4 of LPOS the Issuer shall inform the bank about the results of the subscription, publish it on its web site and the web site of Allianz Bank Bulgaria and publish in the Capital Deily newspaper and the Novinar newspaper an invitation to the persons who have subscribed for bonds 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 bonds within one month following the notice, together with the interest paid by the bank, if any.
As of the date of promulgation of the notice the IPO Prospectus for bonds of Industrial Holding Bulgaria PLC has been published on the websites of the Issuer www.bulgariaholding.com and the investment intermediary Allianz Bank Bulgaria www.bank.allianz.bg and the investors may receive a free copy on the following addresses: in the office of Industrial Holding Bulgaria PLC, Sofia, 37A, Frityof Nansen str., www.bulgariaholding.com; tel: 02/980 71 01, contact person: Vladislava Zgureva, e-mail: ir@bulgariaholding.com from 9:00 to 17:00 h. each working day and in the office of the investment intermediary Allianz Bank Bulgaria, Sofia, District Triaditsa, 79 Maria Luisa Blvd contact person: Hristo Chakyrov, broker Financial Markets and Investments Department,e-mail: cap.market@bank.allianz.bg, tel. (+359 2) 9215 481, fax 9818564 e-mail: cap.market@bank.allianz.bg, 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.
| GMS | 04 December 2014 |
| GMB | 04 December 2014 |
| Right to subscribe the convertible bondshave shareholders who have acquiredshares no later than | 18 December 2014 |
| Approval of the Prospectus by FSC | 18 February 2015 |
| Prospectus publishing date on IHBwebsite and Allianz Bank Bulgaria website | 23 February 2015 |
| Date of publishing the notice of the offeringin the newspapers Capital Daily and Novinar | 24 February 2015 |
| Date of publishing the notice of theoffering in the Trade Register | 25 February 2015 |
| Beginning of transfer of rights and trade inrights on BSE and of the subscription of bonds | 05 March 2015 |
| Closing date of trade in rights on BSE | 18 March 2015 (1) |
| Closing date of transferring the rights | 20 March 2015 |
| Closing date of the subscription of bonds byholders of rights, including persons that havepurchased rights on BSE, before the ex-officio auction | 20 March 2015 |
| Ex-officio auction on BSE for sale of unexercised rights | 26 March 2015 |
| Beginning of the subscription of bonds by persons thathave purchased rights at the ex-officio auction | 30 March 2015 |
| Closing date of the subscription of bonds by personsthat have purchased rights at the ex-officio auction | 09 April 2015 |
| Closing date for payment for bonds by any personsthat have subscribed bonds. End of subscription | 09 April 2015 |
| Registration of the bonds in investoraccounts withthe Central Depository | 14 April 2015(2) |
| Announcement for the debent6ure loan in theCommercial Register | 17 April 2015(2) |
| Registering the issue convertible bonds in theFSC Register according to Article 30, paragraph 1,point 3 of FSC Law | 30 April 2015(2) |
| Beginning of trade in new shares on BSE | 15 May 2015(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 – 20 March 2015;
(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.