4.25% FIMBank plc 2013 EUR

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FIMBank plc - Prospectus dated 4 October 2010

The Company

FIMBank plc was established in Malta in November 1994 and commenced business in June 1995. The company is licensed to carry on the business of banking as a credit institution in terms of the Banking Act. The bank is licensed to conduct full banking activities in all currencies, except the Maltese lira, with both residents and non-residents. The company is also an Authorised Dealer for the purposes of the Exchange Control Act, 1972. In 2002, FIMBank obtained a Category 2 investment services licence from the Malta Financial Services Authority.

FIMBank’s core activities are international trade finance, with a strong foothold in letters of credit, documentary collections, back-to-back facilities in support of cross border transactions, and pre-demolition finance. FIMBank has counterparties in circa 50 countries, with a strong focus on the Middle East and Africa. Other services include international fund transfers and collections, operating accounts in major currencies, forward contracts, currency options and swaps, bank guarantees and foreign exchange. FIMBank participates in trade-related syndications with maturities up to 12 months, by taking exclusively other bank’s risks. To diversify risk across business activities and geographical markets, FIMBank recently expanded into forfaiting (i.e. discount of trade related receivables on a without-recourse basis and subsequent negotiation on secondary markets) and international factoring. The latter is being conducted through a series of joint ventures in selected markets with the participation of the International Finance Corporation (member of the World Bank Group).

On 23 June 2005, FIMBank announced that it had signed an 8 year subordinated convertible loan agreement of US$10 million with the International Finance Corporation (IFC), a subsidiary of the World Bank Group. The loan is earmarked for the establishment of up to five joint venture factoring and fortaiting companies in IFC member countries and to assist FIMBank in consolidating its objectives and increasing its presence in emerging markets. As part of the Loan Agreement, IFC has the right (but not the obligation) to convert all or part of the loan into fully paid up ordinary shares and become a shareholder of FIMBank during the first 5 years of the loan. In November 2005 the International Finance Corporation converted US$4,000,000 of the subordinated convertible loan into FIMBank ordinary shares, resulting in the IFC becoming FIMBank’s third largest shareholder.

In June 2005, FIMBank raised US$30 million from a Syndicated Trade Finance Facility on the Euroloan Market. The loan was 100% oversubscribed from an initial launch of US$15 million. The transaction was of a 12-month term and was used to support FIMBank’s global trade finance activities. In October 2006, the Dubai Financial Services Authority (DFSA) granted FIMBank plc a License to operate as an Authorised Firm within the Dubai International Finance Centre (DIFC).

Use of Proceeds

The net proceeds will be applied by FIMBank to support its general funding requirements, more specifically the kind of business that tends to have a maturity cycle longer than 1 year. This is because the core business of the Bank, i.e. cross-border trade finance mainly with emerging markets, has been developing in such a way that transaction maturities, especially the more structured transactions, are growing longer, sometimes up to 3 years. Therefore, the proceeds of the bonds are intended to provide funding support for this type of business.

Security & Status

The Bonds are unsecured. They shall constitute the general, direct and unconditional obligations of the Issuer and shall at all times rank pari passu without any priority or preference among themselves.

These Bonds will rank prior to other outstanding subordinated debts of the Issuer (such as the 7% Subordinated Bonds 2012-19). In the event of dissolution and winding up of the Issuer, the Bondholders have a general claim on the assets of the Issuer. However, other creditors may have a prior ranking to Bondholders by operation of the law.

Coupon

4.25%

Amount Issued

19,263,600

ISIN Code

MT0000181231

Maturity

The Bonds will be redeemed at 100% (par) on 30 November 2013.

Interest Payment

Semi-Annually on 31 May & 30 November

XD Dates

1 May & 31 October

Listing

Official List

Number of Bondholders

1,270

Directors

The Directors of FIMBank plc are: Najeeb H.M. Al-Saleh (Chairman), John C. Grech, Fouad M.T. Alghanim, Mohammed I.H. Marafie, Pierre Olivier Fragniere, Hamad Musaed Bader Mohammed Al-Sayer, Francis J. Vassallo, Tareq M. Al-Saleh, Jacques Leblanc, Rogers Le Baron, John Freeman, Gerard Lohier and Marcel Cassar (Company Secretary).

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