4.8% Bank of Valletta plc Notes 2018 Tranche II

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Bank of Valletta plc - Base Prospectus 31 May 2011

The Company

Bank of Valletta p.l.c. was established on 21st March 1974. However its roots date back to 1809, when a group of prominent Maltese and British businessmen founded the Anglo-Maltese bank.

Banco di Malta and B Tagliaferro & Sons were established in 1812 whilst Sciclunas Bank was set up in 1830. In 1946, the Anglo-Maltese Bank and Banco di Malta merged and formed the National Bank of Malta. Three years later, Sciclunas Bank affiliated with the National Bank of Malta to form the National Bank of Malta Group. B Tagliaferro & sons became part of the Group in 1969. In 1974, Bank of Valletta took over the business of the National Bank of Malta. A minority of the Bank’s shares (9.6%) was sold to the Maltese public in 1974, while in 1975, another 20% of the share capital was sold to Banco di Sicilia.

The Company is authorised to carry on the business of banking under the Banking Act, Cap. 371 of the Laws of Malta, as a credit institution; it is licensed to provide investment services in terms of the Investment Services Act, Cap. 370 of the Laws of Malta, and is a licensed insurance sub-agent in terms of the Insurance Brokers and other Intermediaries Act (Cap. 404 of the Laws of Malta).

The Company is both the parent company and the principal operating arm of the BOV Group. Throughout the last ten years the BOV Group has diversified its areas of operation both through the Company and through subsidiaries but commercial banking undertaken through the Company remains the core of the BOV Group’s business. The BOV Group’s diversification has been principally in areas of financial services such as insurance and investment business, which complement its core banking business.

Use of Proceeds

The net proceeds from this issue of Notes, amounting to circa €39.55 million, will be used by BOV for its general corporate and funding purposes such as the provision of loans and advances. Additionally, these proceeds, besides serving as a means of diversifying BOV’s funding sources, will also enable the Bank to extend the duration of part of its funding base.

Status, Security & Ranking

The Notes will rank after any claims which are preferred in terms of the law but will rank senior and with priority over the Issuer’s existing subordinated debt, namely the €50 million 5.35% BOV 2019 bonds and the €70 million 4.8% BOV 2020 bonds issued in 2009 and 2010 respectively, or such other subordinated debt which may be issued in the future.

The Notes are unsecured and will rank pari passu without any priority or preference with all other present and future unsecured obligations of the Issuer.

million, will be used by BOV for its general corporate and funding purposes such as the provision of loans and advances. Additionally, these proceeds, besides serving as a means of diversifying BOV’s funding sources, will also enable the Bank to extend the duration of part of its funding base.

Coupon

4.8%

Amount Issued

EUR 15,400,000

ISIN Code

MT0000021296

Tranche

2nd Tranche of €15.4 million from a €125 million Debt Issuance Programme

Maturity

The bonds will mature at 100% (par) on 27 August 2018

Interest Payment Dates

Semi-Annually on 27 February and 27 August

Listing

Official List of the Malta Stock Exchange

Directors

Roderick Chalmers, Joseph Borg, Joseph Brincat, Roberto Cassata, Gordon Cordina, George Portanier, Norman Rossignaud, Paul Testaferrata Moroni Viani, George Wells.

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