7% FIMBank plc 2012/19 USD

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FIMBank plc - Prospectus 5th March 2009

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 from the bond issue shall be used by the Bank to support the general growth of the Group as well as implementing its investment strategy of expansion into new products, markets and activities. The Group is also considering widening its business ventures into complementary activities including private banking.

FIMBank also intends to increase its factoring joint-venture network in Brazil, Russia and India, with a view to further diversify its trade finance products in emerging markets. The Bank’s expansion pattern mirrors the one adopted by FIMBank with the recently sold Indian joint venture Global Trade Finance (GTF), EgyptFactors and MENAFactors i.e. finding suitable partners among local financial institutions/corporates with good access to clients in fast growing, but stable emerging markets and then setting up joint ventures with these entities as well as reputable international or supranational institutions such as the IFC/ the European Bank for Reconstruction and Development (EBRD)/Asian Development Bank amongst others. The formula has proved its worth in the GTF case and FIMBank is out to replicate this model in every market they penetrate.

Security & Status

Unsecured & Subordinated

Coupon

7%

Amount Issued

US$8,107,800

ISIN Code

MT0000181223

Maturity

The Bonds will be redeemed at 100% (par) at any date between 1 May 2012 and 30 April 2019 on giving not less than 30 days notice to Bondholders.

Interest Payment

Semi-Annually on 30 April & 30 October

XD Dates

31 March & 30 September

Listing

Official List

No. of Bondholders

525

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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