Announcement of the Notice under Art. 92A para 1. of the Public Offering of securities act
Financial
Monbat AD, pursuant to Art. 92a, para. 1 of the Public Offering of Securities Act (POSA), informs the investors about the beginning of a public offering of up to 30 000 (thirty thousand) dematerialized, interest-bearing, convertible, freely transferable and unsecured bonds with an issue and nominal value of one bond in the amount of EUR 1 000 (one thousand) and a total issue and nominal value in the amount of EUR 30 000 000 (thirty million). The minimum number of subscribed convertible bonds, under which the offer shall be deemed successful, is 15 000 (fifteen thousand) convertible bonds.
The offered convertible bonds are issued on the basis of a decision of the Board of Directors (BoD) of MONBAT AD, adopted at a meeting of the BoD, dated 10.10.2017.
The Prospectus for IPO of Convertible Bonds of this issue was approved by Decision of the Financial Supervision Commission (FSC) № 1459-E as of 21.11.2017.
Current shareholders of MONBAT AD shall have the right to subscribe convertible bonds of this issue in proportion to the capital stock of the Company held thereby. In order to ensure the right of the shareholders under the preceding sentence shall be issued rights. One right shall be issued for each existing share.
Rights shall be issued in favor of shareholders who/which have acquired shares at the latest 7 days after the date of publication of this notice under Art. 92a of the POSA. On the next business day, Central Securities Depository AD (CSD) shall open accounts for the rights of the shareholders of MONBAT AD and each of them shall have the opportunity to acquire such part of the new bonds corresponding to the capital stock held by the respective shareholder.
For every 1 300 rights, shareholders or third parties who/which have acquired rights during the free trade of rights, shall have the right to subscribe 1 (one) bond from this issue at an issue price of EUR 1 000 per bond. Any person/entity who/which is not a shareholder and wishes to subscribe convertible bonds from the issue may acquire rights within the period for transfer of the rights or in the course of the open auction.
Any person may subscribe at least one convertible bond and at the maximum – such a number of convertible bonds equal to the number of rights acquired, divided into 1 300.
- First stage of the subscription: The earliest date from which the period for the transfer of rights and the subscription of convertible bonds begins shall be the first business day following the expiration of 7 calendar days as from the latest date between the date of announcement of the notice under Art. 92a, para. 1 of the POSA with publication in “Capital Daily” newspaper, on the Internet site of the Bulletin of Investor BG and X3 News, as well as on the websites of MONBAT AD and ELANA TRADING AD. The latest date for transfer of the rights, pursuant to the provision of art. 112b, para. 4 of the POSA, shall be the first business day following the expiration of 14 days as from the earliest day for transfer of the rights.
- End of the first stage of the subscription: Persons/entities in favor of whom/which rights have been issued or who/which have acquired such rights within the period for the transfer of rights may subscribe the respective number of convertible bonds for them until expiration of the latest day for the transfer of rights. Investors should take into consideration that all rights that have not been exercised within this period shall be offered for sale at the official auction organized by the Bulgarian Stock Exchange – Sofia AD (BSE).
- Second stage: Rights that have not been exercised within the period for the transfer of rights shall be offered for sale at an open auction organized by BSE. An open auction shall be organized on the 5th business day following the latest date for the transfer of rights. At the auction shall be offered for sale all rights that have not been exercised and against which no convertible bonds have been subscribed until the expiry date for the transfer of rights.
- End of the second stage of the subscription: Persons/entities who/which have bought rights at the open auction organized by BSE may subscribe convertible bonds against them until the expiry date for subscription of convertible bonds. The term for the subscription of bonds shall expire 15 business days following the expiry of the period for the transfer of rights. In the event that the latest date for subscription of bonds expires on a non-working day, the first subsequent business day shall be the closing date for subscription of bonds. No subscription of convertible bonds shall be allowed before the appointed earliest date and after the appointed latest date of the subscription.
- Terms and conditions for the transfer of rights: The trading of rights shall be executed on the BSE, Main Market, Rights Segment. Persons/entities wishing to sell their rights should place a sale order to the investment intermediary where their accounts for rights have been opened. Persons/entities wishing to buy rights should place a purchase order to the investment intermediary – member of the BSE. The provisions of the Central Depository Rules and Regulations shall apply for acquisition of rights by other means (ex. exchange or donation). On the 5th business day following the latest date for the transfer of rights MONBAT AD, through the authorized investment intermediary, shall offer for sale under the terms of an open auction those rights against which no convertible bonds have been subscribed until the expiry date for the transfer of rights. MONBAT AD will distribute the proceeds from the sale of unexercised rights, less the selling costs, proportionate to their holders. Proceeds received from the sale of the rights shall be transferred to a special account opened with the CSD and may not be used until the registration of the issue in the Commercial Register. Distribution of the proceeds from the sale of the rights, both within the period for their transfer and during the auction, shall be done with the assistance of the CSD under the terms and conditions of its Rules and Regulations. At the beginning of each business day, during the subscription period, the CSD shall publish information on the rights exercised by the end of the previous business day.
- Terms and conditions for subscription of convertible bonds: Subscription of convertible bonds shall be done as for the purpose holders of right shall place applications after the pattern with ELANA TRADING AD or with the investment intermediaries, members of the CSD, where the clients’ accounts for the rights they hold are being kept. Placing applications for subscription of convertible bonds shall be done in compliance with the requirements for giving an order for transactions with financial instruments set forth in Ordinance № 38 of the FSC on the Requirements to the Activities of Investment Intermediaries (Ordinance № 38).
Investment intermediaries that have received applications for subscription of bonds must immediately notify ELANA TRADING AD for the applications received under the terms and conditions provided for in the applicable legislation. Investors who/which have received rights under their personal accounts with the CSD should declare the transfer of the rights before exercising them under their sub-accounts or at ELANA TRADING AD or at another investment intermediary.
Subscription of convertible bonds shall be considered valid only if it is made by a person/entity in favor of whom/which rights have been issued or who/which has acquired rights within the period for the transfer of rights or during the open auction up to the maximum number of convertible bonds in accordance with the above-specified proportion between rights and convertible bonds and if the entire issue value of the convertible bonds subscribed has been paid within the terms and under the conditions set out below. In the event of partial payment of the issue value, subscribed shall be considered the respective number of convertible bonds which issue value has been fully paid.
The issue value of the subscribed convertible bonds shall be deposited in a special bank account with IBAN: BG30UNCR70005523134522, BIC: UNCRBGSF, opened in the name of MONBAT AD with Unicredit Bulbank AD.
The bank account must be credited at the latest by expiration of the last day of the subscription (the above-mentioned latest date for subscription of convertible bonds). Holders of rights shall place applications for subscription of convertible bonds in the following offices of ELANA TRADING AD:
Customer Service Center – Sopharma Business Towers – Sofia
Sopharma Business Towers,
5, Lachezar Stanchev St.,
Tower B, ground floor
Telephones: (02) 810 00 65,
Fax: (02) 958 15 23
Е-mail: info@elana.net
Investment Center ELANA – Rakovski – Sofia
96, G. S. Rakovski Str. – next to Bulgarska Armiya theatre and on the corner of G. S. Rakovski Str. and Tzar Osvoboditel Blvd.
Telephones: (02) 810 00 60,
810 00 61, 810 00 62
E-mail: info@elana.net
Investment Center ELANA – Plovdiv
4000 Plovdiv, 1, Han Kubrat Str., Plovdiv Business Center (ground floor)
Telephones: (032) 626 428,
(032) 275 657
Е-mail: plovdiv@elana.net
Investment Center ELANA – Varna
9000 Varna, 8, Slivnitza Blvd.
Telephones: (052) 608 241,
(052) 608 243,
Fax: (052) 608 242
Е-mail: varna@elana.net
Investment Center ELANA – Burgas
8000 Burgas, 32, Lermontov Str.
Telephones: (056) 825 238,
0888 454 184
Е-mail: burgas@elana.net
Investment Center ELANA – Ruse
7000 Rousse, 12, Voden Str.
Telephone: (082) 825 814
Е-mail: ruse@elana.net
Investment Center ELANA – Pleven
5800 Pleven, Prestige Business Center, 18, St. St. Kiril and Metodii Str., ground floor
Telephones: (064) 840 114,
(0887) 556 669
Е-mail: pleven@elana.net
Investment Center ELANA – Shumen
9700 Shumen, 2 Rafail Popov Str.
Telephones: (054) 800536; 800535; 862260
Fax: (054) 800 536
Е-mail: shumen@elana.net
Placing an application for subscription of convertible bonds shall take place in compliance with the requirements for giving an order for transactions with financial instruments set forth in Ordinance № 38.
An investment intermediary accepting applications shall have the right to prepare and require the filling of certain application forms specified by the respective investment intermediary both with the appointed content and with additional content specified by the respective investment intermediary.
The application shall contain a bank account of the investor, to which amounts shall be returned in the event of suspended and/or unsuccessful subscription. Legal entities shall place applications through their representatives by law or through a person authorized by them. To the written application shall be enclosed:
- Identity document of the individuals – representatives by law of the legal entity. The investment intermediary shall keep a certified copy of the presented identity document.
- an explicit notary certified power of attorney and an identity document of the proxy – in the event of placing an application through a proxy. The investment intermediary shall keep the power of attorney as well as a certified copy of the presented identity document for its archive.
Individuals shall place applications personally and shall identify themselves by an identity document, a copy of which shall be attached to the application or by a proxy, who shall identify himself/herself with an explicit notary certified power of attorney and an identity document.
The investment intermediary shall keep the power of attorney as well as a certified copy of the presented identity document for its archive. If all convertible bonds of this issue are subscribed prior to the latest day of the subscription, MONBAT AD shall notify FSC within 3 (three) business days (Article 112b, paragraph 12 of the POSA) and shall take the necessary actions to register the issue with the CSD, in the FSC Register and shall file an application for admission of the issue to trading on BSE. If at least 15 000 of the offered bonds are subscribed until the latest day of the subscription, the subscription shall be deemed to have been successfully completed.
The subscription shall be completed after the expiry of the bond subscription period – 15 business days after the expiry of the period for the transfer of rights. In the event that the deadline expires on a non-working day, the first subsequent business day shall be the closing date for the subscription of bonds.
The Issuer shall notify the FSC on the outcome of the initial public offering of the bonds of this issue within three business days as of the end of the subscription, including on any difficulties, disputes and the like in the course of the trading of rights and the subscription of bonds. In the event of successfully completed public offering, the FSC shall enter the issue of securities in the register under Art. 30, para. 1, item 3 of the Financial Supervision Commission Act (FSCA). Within 7 days as of the completion of the offering, MONBAT AD will also send a notice to the FSC and BSE on its outcome including information on the closing date; the total number of subscribed bonds; the amount received against the subscribed bonds; the amount of commissions and other costs of the offering, including the fees paid.
The Issuer shall enclose to the notice the documents as required by law. Within the same period the said circumstances shall be announced by means of publications on the Internet site of the Bulletin of Investor BG and X3 News, as well as on the websites of MONBAT AD and ELANA TRADING AD. In the event that 15 000 bonds are not subscribed until the latest date of the subscription, the subscription shall be deemed unsuccessful. In this event the Issuer shall notify the FSC on the outcome of the subscription until the expiration of seven days after its latest date.
On the day of the notification under the preceding sentence, according to Art. 89, para. 4 of the POSA, the Issuer shall inform the bank on the outcome of the subscription, publish on its website and on the website of the investment intermediary “ELANA TRADING” AD an invitation to the persons/entities who/which have subscribed bonds, announcing the terms and procedure for returning the amounts raised, apply the invitation for filing with the Commercial Register and publish the invitation on the Internet site of the Bulletin of Investor BG and X3 News.
The amounts raised shall be returned to the persons/entities who/which have subscribed bonds within one month as of the announcement, together with the interest accrued by the bank, if any.
As of the date of the announcement, the prospectus for public offering of convertible bonds of MONBAT AD is published on the website of the Issuer: www.monbat.com/bg/pages/investor-center and on the website of ELANA TRADING AD: www.elana.net. Investors may receive a free copy of the prospectus on the following addresses: in the office of MONBAT AD at 1407 Sofia, 32 А Cherni vrah Blvd., floor 4, telephone: 02 962 11 50, fax: 02 962 11 46, within the working time of the Company; at the address of the authorized investment intermediary ELANA TRADING AD – Sofia, 5, Lachezar Stanchev St., Sopharma Business Towers, Tower B, floor 12- 13, tel.: (02) 81 000 92 and tel: +359 (2) 81 000 00, within the working time of the investment intermediary. The prospectus and additional public information about MONBAT AD may also be obtained from the public register of the FSC (www.fsc.bg) as well as from the BSE (www.bse-sofia.bg).
contact for investors
Daniela Peeva
Investor Relations Director
tel. +359 2 988 2413
e-mail: investorrelations@monbat.com