3.75% VIRTU FINANCE PLC 30.11.2027

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Virtu Finance plc - Prospectus dated 30 October 2017

THE ISSUER & VIRTU MARITIME GROUP

Virtu Finance plc is the finance arm of Virtu Maritime Limited (Guarantor / VML) which in turn is the parent and holding company of a number of subsidiaries principally engaged in the ownership and operation of two large high-speed vessels – namely the HSC Jean De La Valette (“JDLV”) and HSC Maria Dolores (“Maria Dolores”). The Group forms part of the wider Virtu Holdings Limited (“VHL”) which in turn is engaged in maritime-related activities (such as ship-owning, bunkering and ship management), tourism and real estate.

Currently, the JDLV provides transportation services to passengers, vehicles as well as heavy commercial cargo vehicles between Malta and Pozzallo, Sicily. Revenue from the Malta-Sicily route operated by the JDLV accounts for over 80% of overall Group revenues. Meanwhile, the Maria Dolores is chartered to a third-party entity that operates a route between Tarifa, Spain and Tangier Ville, Morocco.

Looking ahead, the Group is awaiting the delivery of a third high-speed vessel which, upon commencement of operation in mid-2019, will complement the JDLV along the Malta-Sicily route. The Group believes that the considerable investment in a new vessel will add to the consolidation of business emanating from the Malta-Sicily route and will eliminate the complete dependency on the JDLV for the provision of an uninterrupted transportation service between the two islands. Furthermore, the Group is envisaging that the acquisition of the new vessel will lead to the realisation of further growth in the future, mainly reflecting the current strong demand from local retailers and wholesalers for the transportation of commercial cargo from Sicily.

USE OF PROCEEDS

The net proceeds from the Bond issue, estimated at approximately €24.55 million after issuance costs, were used by the Issuer for part-financing the €75 million acquisition of a new high-speed vessel which, upon commencement of operation in mid-2019, will complement the JDLV along the Malta-Sicily route. The remaining funds required for the acquisition of the new vessel will be financed through bank borrowings amounting to €40 million, €7 million in shareholders’ loans and a further €3.45 million from own funds.

STATUS

The Bonds constitute the general, direct, unconditional and unsecured obligations of the Issuer, guaranteed by the Guarantor, and shall at all times rank pari passu, without any priority or preference among themselves and with other unsecured debt of each of the Issuer and the Guarantor.

Furthermore, the bonds are governed by a negative pledge clause which essentially: (i) restricts the Guarantor from declaring and/or paying any dividends in the event that such dividends would result in a gearing ratio (calculated as net debt divided by net debt plus equity) of VML exceeding 75%; and (ii) restricts VML in maintaining a cap on its gearing ratio of 75%.

Prospective investors are urged to refer to the “Guarantee” contained in Annex III of the Securities Note forming part of the Prospectus for a description of the scope, nature and term of the Guarantee being provided by Virtu Maritime Limited. Reference must also be made to the sections entitled “Risk Factors” contained in the Summary Note, the Registration Document and the Securities Note for a description of certain risk factors which should be considered by prospective investors in connection with the Bonds and the Guarantee provided by Virtu Maritime Limited.

COUPON

3.75%

AMOUNT ISSUED

€25,000,000

ISIN CODE

MT0001561209

MATURITY

The bonds will mature at 100% (par) on 30 November 2027.

INTEREST PAYMENT

Annually on 30 November

XD DATE

15 November

LISTING

Official List

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