Bank of Valletta plc - Details of New Note Issues

Friday, February 19th, 2016

On 19 February 2016, Bank of Valletta plc announced the issuance of the Second Tranche (Series 1 & Series 2) forming part of a €150 million Subordinated Debt Issuance Programme.

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

Coupon:

3.5%

Amount Offered:

€50 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.

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 General Public Offer:

Friday 18 March 2016 (or earlier in the case of over-subscription)

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 including in the case of transfers effected on the secondary market, unless as a result of the sale of bonds, the bondholder would have disposed of his/her entire holding.

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:

In the event of over subscription, 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 the amount on offer, 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.

Submission Deadline for Reserved Amounts:

Friday 18 March 2016

Up to €39.91 million, equivalent to approximately 79.82% of the maximum aggregate nominal amount of Notes being offered, are reserved in favour to those Applicants of Series 1, Tranche 1 and Series 2, Tranche 1 Notes whose applications were scaled down and, as a result, were not allotted the full amount applied for (the “Scaled Down Applicants”) in November 2015.

Accordingly, each Scaled Down Applicant will be entitled to a particular amount within the Reserved Amount, which will be equivalent to such refunded amount.

In the event that a Scaled Down Applicant was refunded an amount below the minimum subscription amount of €25,000 applicable to Notes that are being offered under these Final Terms, then, in view of such minimum subscription requirements, the Individual Reserved Amount for such Scaled Down Applicant will be €25,000.

Excess amounts applied for by Scaled Down Applicants will be considered for allocation purposes with the applications submitted by the General Public without priority or preference.

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 D – ‘Risk Factors’ on pages 18 to 22. The risk factors are also summarised in the Final Terms dated 19 February 2016. 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 – Series 1 – Tranche 2 dated 19 February 2016

Bank of Valletta plc – Final Terms – Series 2 – Tranche 2 dated 19 February 2016

 

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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