Bank of Valletta plc - Details of New Note Issues

Wednesday, November 18th, 2015

On 10 November 2015, Bank of Valletta plc published a Prospectus dated 16 October 2015 in connection with the recently announced €150 million Subordinated Debt Issuance Programme. The Bank also published a Supplement dated 9 November 2015 as well as the Final Terms dated 10 November 2015 relating to Series 1 and Series 2 of Tranche 1 being issued under the said programme. Such documents are collectively referred to as ‘Reference Documents’.

The salient details of the new Note issues are as follows:

Coupon:

3.5%

Amount Offered:

€75 million (in any combination of Series 1 & Series 2)

Issue Price:

100% (par)

Interest Payment Date:

Semi-annually on 8 February and 8 August (first interest payment date is 8 August 2016)

Maturity:

The bonds will mature at 100% (par) on 8 August 2030 [15 years].

Status:

The Notes are unsecured and subordinated to the claims of all holders of senior indebtedness.

Subordination means that the rights and claims of Note Holders in respect of the payment of capital and interest on the Notes will, in the event of dissolution and winding up of the Issuer, rank after the claims of all senior indebtedness of the Issuer and will not be repaid until all other senior indebtedness outstanding at the time has been settled.

It is also important to highlight that under the Bank Recovery and Resolution Directive (BRRD), effective as from 2 July 2014, should BOV find itself in a difficult financial position, losses are first absorbed by Tier 1 capital (equivalent to shareholders of the Bank) and subsequently, by Tier 2 capital. In view that the Notes to be issued by BOV qualify as Tier 2 capital, the principal amount of the Notes, including accrued but unpaid interest in respect thereof, may be fully or partially written down or converted into Tier 1 capital in accordance with the above ranking. Further information on the implications of BRRD is available in the Prospectus dated 16 October 2015.

Use of Proceeds:

The proceeds from the Notes will be used by the Issuer to strengthen its Tier 2 capital as required by European banking regulations and to meet part of the Issuer’s general financing requirements.

Submission Deadline for Preferred Applicants:

(shareholders as at the close of trading on 19 October 2015)

Monday 30 November 2015 at 16:00 hrs.

In the event that subscriptions from ‘Preferred Applicants’ exceed €40 million, the unsatisfied excess will be considered for allocation purposes with the applications submitted by the General Public without priority or preference.

Deadline for General Public Offer:

Wednesday 2 December 2015 at 08:30 hrs.

Minimum Application – Series 1:

Applications for a minimum of €25,000 and in multiples of €100 thereafter.

The Notes are subject to a minimum holding of €25,000 throughout the lifetime thereof, including in the case of transfers effected on the secondary market.

Interested applicants are kindly requested to contact us for further information on the detailed application procedures.

Minimum Application – Series 2:

Applications for a minimum of €5,000 and in multiples of €100 thereafter.

Interested applicants are kindly requested to contact us for further information on the detailed application procedures.

Allocation Procedure:

If the aggregate nominal amount applied for is in excess of €75 million, the Issuer shall scale down each application under Series 1 to the minimum subscription amount of €25,000 and also scale down each application under Series 2 to an amount as determined by the Issuer. In the case that after this scaling down, the aggregate face value remains above €75 million, a ballot shall be held in respect of applications under Series 1. Only the drawn applications shall be allocated the minimum amount of €25,000. As such, some investors under Series 1 who will not be drawn up by ballot will not receive any allotment.

Listing:

Official List of the Malta Stock Exchange

Disclaimer:

The value of investments may increase as well as decrease and past performance is not an indication of future performance. Prospective investors are urged to read the Prospectus issued by Bank of Valletta plc dated 16 October 2015 including the Risk Factors contained in Section 6 – ‘Risk Factors’ on pages 18 to 22. The risk factors are also summarised in the Final Terms dated 10 November 2015. Prospective investors are urged to consult an independent financial adviser for advice prior to investing in the Bonds.

Downloads:

Bank of Valletta plc – Prospectus dated 16 October 2015

Bank of Valletta plc – Supplement dated 9 November 2015

Bank of Valletta plc – Final Terms – Tranche 1 – Series 1 dated 10 November 2015

Bank of Valletta plc – Final Terms – Tranche 1 – Series 2 dated 10 November 2015

Rizzo, Farrugia & Co. (Stockbrokers) Ltd acted as Joint Sponsors to the Bank of Valletta plc Subordinated Debt Issuance Programme.

This webpage has been prepared based on the Reference Documents issued by Bank of Valletta plc, and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with regard to the accuracy of the data. This webpage is for information purposes only. It is not intended to be and should not be construed as an offer or solicitation to acquire or dispose of any of the securities or issues mentioned herein. Rizzo, Farrugia & Co. (Stockbrokers) Ltd accepts no responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this webpage.

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