Bond Valletta Bank 3.5% ( MT0000021320 ) in EUR

Valletta Bank

100 % ⇌

Malta

MT0000021320 ( in EUR )

3.5% per year ( payment 1 time a year)

08/08/2030

Prospectus brochure of the bond Bank of Valletta MT0000021320 en EUR 3.5%, maturity 08/08/2030

100 EUR

22 294 200 EUR

08/08/2026 ( In 182 days )

Bank of Valletta plc is Malta's largest bank, offering a wide range of financial services including personal and business banking, investment services, and wealth management.

Bank of Valletta (MT0000021320) has issued a EUR 22,294,200 bond with a 3.5% coupon, maturing on 08/08/2030, trading at 100% of par value, paying annually in minimum denominations of 100.

Final Terms dated 10 November 2015
Subordinated Debt Issuance Programme
ISIN: MT0000021320
Series No: 2/2015
Tranche No: 1
Subordinated Debt Issuance Programme of a maximum of 150,000,000
Issued by: Bank of Valletta p.l.c. (the "Issuer")
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the
Prospectus dated 16 October 2015 which was approved by the Listing Authority in Malta on the 16 October 2015 and
the Supplement to the Prospectus dated and approved by the Listing Authority on 9 November 2015, which together
constitute a base prospectus for the purposes of the Prospectus Directive.
This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5(4) of the Prospectus
Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the
offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as supplemented.
The Prospectus and the Supplement to the Prospectus are available for viewing at the office of the Issuer and on the
websites of: (a) the Listing Authority during a period of twelve months from the date of approval of the Prospectus; and
(b) the Issuer (www.bov.com) and copies may be obtained free of charge from the registered office of the Issuer (58,
Zachary Street, Valletta, VLT 1130, Malta).

The Notes are complex financial instruments and may not be suitable for all types of retail investors. A
potential investor should not invest in the Notes unless: (i) He/She has the necessary knowledge and
experience to understand the risks relating to this type of financial instrument; (ii) The Notes meet the
investment objectives of the potential investor; and (iii) Such potential investor is able to bear the investment
and financial risks which result from investment in these Notes.
Bank of Valletta p.l.c. | Subordinated Debt Issuance Programme
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1.
Issuer
Bank of Valletta p.l.c.
2.
Series Number
2
3.
Tranche Number
1
4.
Specified Currency/ies
Euro ()
5.
Aggregate nominal amount:
The aggregate nominal amount of Notes to be offered for subscription
will be of a maximum of 75,000,000, which figure constitutes
(i) Series
the maximum amount of Notes to be offered under any one or a
combination of these Final Terms and Series 1, Tranche 1 (hereinafter
(ii) Tranche
"Series 1/2015, Tranche 1").
6.
(i) Issue Price of Tranche
(i) 100
(ii) Net proceeds
(ii) A maximum of 75,000,000 which will emanate from Notes to
be issued under any one or a combination of these Final Terms and
Series 1/2015, Tranche 1.
7.
Specified Denomination
100
8.
(i) Issue Date
(i) 14 December 2015
(ii) Interest Commencement Date
(ii) Issue Date
9.
Maturity Date
8 August 2030
10.
Redemption Value
Redemption at par
11.
Register Cut-Off Date
Fifteen (15) days prior to the Interest Payment Date
12.
Dates of the corporate authorisations Resolutions of the Board of Directors dated 24 July 2015, 8 October
for issuance of the Notes
2015 and 30 October 2015.
INTEREST
13.
Rate of Interest
3.50 per cent per annum payable semi-annually in arrears
14.
Interest Payment Date/s
8 February and 8 August in each year up to and including the
Maturity Date
GENERAL PROVISIONS
15.
Taxation
As per "Taxation" section of the Prospectus
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PURPOSE OF FINAL TERMS
These Final Terms comprise the Final Terms required for the offer for subscription, issue and admission to trading on
the Official List of the MSE of the Notes described herein pursuant to the Subordinated Debt Issuance Programme of
the Issuer dated 16 October 2015 as supplemented on the 9 November 2015.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of Bank of Valletta p.l.c.
Duly represented by:
John Cassar White
(signing in his capacity as Chairman and Director
of the Issuer and as a duly appointed agent of all
the other Directors of the Issuer)
Bank of Valletta p.l.c. | Subordinated Debt Issuance Programme
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PART B OTHER INFORMATION
1. ADMISSION TO TRADING AND LISTING
(i) Listing
MSE
(ii) Admission to trading
Application has been made for the Notes to be admitted to trading on or
around the 22 December 2015 and for trading thereon to commence with
effect from or around the 23 December 2015.
(iii) Previous admission to trading
Not applicable
(iv) Estimate of total expenses Approximately 95,000 in respect of Notes issued under any one or a
related to admission to trading
combination of these Final Terms and Series 1/2015, Tranche 1. Such
expenses will be borne by the Issuer.
2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Except for the Sponsors' entitlement to fees payable in connection with the said offer, the Issuer is not aware of any
interest that is material to the offer.
3. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF
ANY INTEREST
Not applicable.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
The Notes will constitute an integral part of the Issuer's capital plan. Consequently,
the proceeds from the offer of Notes will be used to further strengthen the Issuer's
tier 2 capital requirements as required by European banking regulations. The
net proceeds from the issue of the Notes will also be used by the Issuer to meet
part of its general financing requirements.
(ii) Estimated net proceeds
A maximum of 75,000,000 which will emanate from Notes to be issued under any
one or a combination of these Final Terms and Series 1/2015, Tranche 1. Proceeds
will be used for the reasons specified in "(i) Reasons for the offer" above.
(iii) Estimated total expenses
Estimated total expenses in respect of the aggregate maximum amount of
75,000,000 to be offered under these Final Terms and under Series 1/2015,
Tranche 1 will amount to approximately 600,000 and will be borne by the
Issuer. The approximate breakdown of such expenses is as follows:
MSE and MFSA fees - 95,000; Legal & Sponsors' fees - 75,000;
Commissions to AFIs 395,000; Printing & Advertising - 35,000.
(iv) Conditions to which the offer is The offer will be conditional upon the listing of the Notes on the Official List.
subject
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5. YIELD
(i) Indication of Yield
3.50%
(ii) Method of calculating the Yield
Yield will be calculated on the basis of the interest per annum, the Issue Price
and the Redemption Value of the Notes at the Maturity Date.
6. OPERATIONAL INFORMATION
(i) ISIN code
MT0000021320
(ii) Delivery
Delivery against payment
(iii) Name/s and address/es of paying Not applicable
agent/s (if any)
7. DISTRIBUTION

(i) Method of distribution Public Application forms will be available through any of the Authorised Financial
offer
Intermediaries from 13 November 2015. Application forms will not be available
through the Issuer.
Applications for the subscription of Notes by Preferred Applicants may be
made by no later than 30 November 2015.
Applications for subscription of Notes by the general public may be made
during the period from 2 December 2015 until 4 December 2015. In the case
of over-subscription, the Issuer reserves the right to close the offer of Notes
prior to the 4 December 2015.
(ii) Other conditions for use of the Not applicable
Prospectus by the Authorised
Financial Intermediary/ies
(iii) Coordinator/s of global offer
Not applicable
(iv) Coordinator/s of single parts of Not applicable
the offer
(v) Placing agent/s
Not applicable
(vi) Depositary agent/s
Not applicable
(vii) Underwriting
Not applicable
(viii) Intermediaries giving firm Not applicable
commitment to act as intermediaries
in secondary market providing
liquidity through bid and offer rates
Bank of Valletta p.l.c. | Subordinated Debt Issuance Programme
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(ix) Selling commission
0.75% of the nominal amount of Notes allocated to Applicants
(x) Reservation of Tranche in the Not applicable
event that the offer is made in the
markets of two or more countries
(xi) Expected timetable
Application forms available from 13 November 2015
Authorised Financial Intermediaries
Closing date for submission of 30 November 2015
application forms by Preferred
Applicants (as defined in section 8(i)
below)
Opening of subscription lists in 2 December 2015
respect of the general public offer
Closing of subscription lists in 4 December 2015
respect of the general public offer
Announcement of basis of
14 December 2015
acceptance
Issue Date/Interest Commencement 14 December 2015
Date
Refunds of unallocated monies
21 December 2015
Dispatch of allotment advices
21 December 2015
Date of listing on the MSE
22 December 2015
Date of commencement of trading 23 December 2015
on MSE
In the event that the general public offer closes before 4 December 2015 due
to over-subscription, the remaining events set out above (including the Issue
Date of the Notes) shall be anticipated in the same chronological order.
(xii) Credit rating
Not applicable
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8. ADDITIONAL INFORMATION
(i) Reservation of a Tranche, or Up to 53.33% equivalent to 40,000,000 (the "Reserved Amount") of the
part thereof, in favour of specific maximum aggregate nominal amount of Notes to be offered under any
retail and/or non-retail investors or one or a combination of these Final Terms and Series 1/2015, Tranche 1
categories of either
will be reserved in favour of the Issuer's shareholders, Directors and staff
(collectively, the "Preferred Applicants"). Applications for the subscription of
Notes by Preferred Applicants may be accepted by no later than 16.00 hours
on 30 November 2015.
In order to be eligible as a Preferred Applicant:
a) Shareholders must appear on the register of members on 21 October
2015 (which date reflects trades executed in the Issuer's shares up until
close of trading on the MSE on 19 October 2015);
b) Staff must appear on the payroll of the Issuer or any Subsidiary thereof on
21 October 2015; and
c) A Director must have formed part of the Board as at the end of the Issuer's
financial year ended 30 September 2015.
Any portion of the Reserved Amount not taken up by Preferred Applicants will
be available for allocation to the general public, without priority or preference.
Unsatisfied amounts of applications by Preferred Applicants, if any, will
automatically be considered for allocation purposes with the applications
submitted by the general public, without priority or preference.
(ii) Time period, including any The offer for the subscription of Notes by the general public will open from
possible amendments, during which 2 December 2015 until 4 December 2015. The Issuer reserves the right to
the offer will be open
close the offer of Notes before the 4 December 2015 in the event of over-
subscription.
(iii) Arrangements for publication of By way of a company announcement to be issued by the Issuer.
final size of issue/offer
(iv) Description of the application Applications for the subscription of Notes may be made through any of the
process
Authorised Financial Intermediaries, excluding the Issuer, in accordance with
the conditions prescribed in Section 7 (i) above.
(v) Details of the minimum/maximum The minimum subscription amount shall be 5,000 per Applicant during the
amount of application (whether in Offer Period.
numbers of securities or aggregate
amount to invest)
Bank of Valletta p.l.c. | Subordinated Debt Issuance Programme
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(vi) Description of possibility to The Issuer may refuse or reduce subscriptions in any of the following events:
reduce subscriptions and manner
for refunding excess amount paid a) In the event of over-subscription of the offer; and /or
by applicants
b) In the event that the allocation policy of the Issuer so determines.
Prospective investors should note that if the aggregate nominal amount
of Notes applied for under these Final Terms and under Series 1/2015,
Tranche 1 is in excess of 75,000,000, then the Issuer shall scale down each
application under Series 1/2015, Tranche 1 to the minimum subscription
amount of 25,000 per application ("Scaling Down") and shall scale down
each application under these Final Terms to such amount (per application)
as may be determined by the Issuer provided that such minimum amount
does not fall below the Issue Price. Where notwithstanding Scaling Down, the
aggregate face value of Notes applied for under these Final Terms and under
Series 1/2015, Tranche 1 remains in excess of 75,000,000, a ballot shal be
held in respect of applications made under Series 1/2015, Tranche 1. Pursuant
to such ballot, only the drawn applications shall be allocated a complement
in Notes under Series 1/2015, Tranche 1 of 25,000.
There is therefore the possibility that not all Applicants seeking to subscribe
for Notes under Series 1/2015, Tranche 1 will be allocated Notes.
If an application is not accepted or is accepted for a lesser amount than
is applied for, the full amount or the excess amount (as applicable) will be
returned by the Issuer without interest by direct credit to the Applicant's
bank account as indicated in the application form. The Issuer shall not be
responsible for any loss or delay in transmission.
(vii) Method and time limits for Payment must be made in Euro in cleared funds to `The Registrar BOV
paying up the securities and for Notes Issue 2015'. The Notes will be issued on the Issue Date.
delivery of the securities
(viii) Full description of the manner The results of the offer shall be communicated by way of a company
and date in which results of the announcement issued by the Bank on the Issue Date.
offer are to be made public
(ix) Procedure for the exercise of any Not applicable
right of pre-emption, negotiability
of subscription rights and treatment
of subscription rights not exercised
(x) Indication of the expected Not applicable
price at which the securities
will be offered or the method of
determining the price and the
process for its disclosure
(xi) Amount of any expenses and Not applicable
taxes specifically charged to the
subscriber
(xii) Process for notification to Applicants shall be notified of the amount of Notes allotted to them by way of
Applicants of the amount of a letter from the Registrar expected to be mailed on the 21 December 2015.
Notes allotted and indication Dealing may not commence: (i) before the notification is dispatched by the
whether dealing may begin before Issuer; and (ii) before listing of the Notes on the Official List.
notification is made
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ANNEX I ISSUE SPECIFIC SUMMARY
This summary ("Summary") is made up of disclosure requirements known as elements. These elements are numbered
in sections A E (A.1 E.7).
This Summary contains all the elements required to be included in a summary for this type of financial instrument and
issuer. Because some elements are not required to be addressed, there may be gaps in the numbering sequence of
the elements.
Even though an element may be required to be inserted in the Summary because of the type of financial instrument and
issuer, it is possible that no relevant information can be given regarding the element. In this case a short description of
the element is included in the Summary after the words 'not applicable'.
Section A Introduction & Warnings
A.1
Introduction & Warnings
This Summary should be read as an introduction to the
Prospectus. Any decision to invest in the Notes should be based
on consideration of the Prospectus, any Reference Documents
and these Final Terms.
Where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff might, under
the national legislation of the relevant Member State of the
European Economic Area, have to bear the costs of translating
the Prospectus before the legal proceedings are initiated.
No civil liability shall attach to any responsible person solely on the
basis of this Summary, including any translation thereof, unless
it is misleading, inaccurate or inconsistent when read together
with the other parts of the Prospectus or it does not provide,
when read together with the other parts of the Prospectus, key
information in order to aid investors when considering whether to
invest in the Notes.
A.2
Consent by the Issuer to the use Not applicable. There will be no subsequent resale or final
of prospectus in subsequent placement of Notes and accordingly no such consent is required.
resale or final placement of
securities, indication of offer
period and conditions to
consent for subsequent resale
or final placement, and warning
Section B Issuer
B.1
Legal & commercial name of Bank of Valletta p.l.c.
Issuer
B.2
Domicile and legal form of the The Issuer is a public limited liability company registered in Malta
Issuer, legislation under which in terms of the Companies Act (Cap. 386, laws of Malta).
the Issuer operates and country
of incorporation of the Issuer
Bank of Valletta p.l.c. | Subordinated Debt Issuance Programme
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B.4(b)
Known trends affecting the As at the date of these Final Terms, there are no known trends,
Issuer and industries in which uncertainties, demands, commitments or events that are
the Issuer operates
reasonably likely to have a material effect on the Issuer's business
for at least up to the end of the current financial year save as may
arise from changes in the laws and regulations applicable to the
Issuer and changes in the economy and the financial markets in
general.
Global and Local Economic Outlook
From a global perspective, markets have been characterised by
political tension and record low interest rates. Although the Issuer
is not directly exposed to conflict regions, volatility in the financial
markets could impact its proprietary investment portfolio. Interest
rates are expected to remain low and this could impact the
Issuer's net interest margin. Despite subdued global economic
growth, the Maltese economy is registering higher growth rates
when compared to its Eurozone peers and this is considered
positive for the Issuer which is dependent on the local economy.
Regulatory Reforms
Regulatory reforms in response to weaknesses in the global
financial sector have had, and are expected to continue to have,
a substantial impact on financial institutions, including the Issuer.
The reforms that have been or may be adopted include, amongst
others, more stringent capital and liquidity requirements, recovery
and resolution measures (including the creation of a resolution
fund) and the creation of new and strengthened regulatory bodies.
Financial Performance of the Issuer
Despite operating in a challenging environment, the Issuer
continued to perform well in all areas of its operations. Balance
sheet growth was sustained and the Issuer continued to register
positive increases in all areas of commission and fee income
generating business.
Strategic Priorities of the Issuer
The Issuer's strategic priority is to safeguard the stability and
sustainability of the Bank as Malta's largest financial institution,
for the long-term. The Issuer has, during FY 2015, embarked on
a reform of its governance structures to assist it in achieving this
end. Other major reforms include the restructuring of the credit
function and IT developments. Human resources, processes and
data management are also strategic objectives of the Issuer.
B.5
Description of the group and the The Issuer is the parent company of the BOV Group comprising
Issuer's position within the group
Valletta Fund Management Limited (C18603), BOV Investments
Limited (C38876) and Valletta Fund Services Limited (C39623).
B.9
Profit forecast or estimate
Not applicable. The Issuer has chosen not to include a profit
forecast or estimate.
10