Obbligazione Valletta Bank 3.5% ( MT0000021312 ) in EUR

Valletta Bank

100 EUR ⇌

Malta

MT0000021312 ( in EUR )

3.5% per anno ( pagato 1 volta l'anno)

08/08/2030

Prospetto opuscolo dell'obbligazione Bank of Valletta MT0000021312 en EUR 3.5%, scadenza 08/08/2030

100 EUR

52 705 800 EUR

08/08/2026 ( In 181 giorni )

Bank of Valletta è la più grande banca maltese, offre una vasta gamma di servizi finanziari a privati, aziende e istituzioni.

The Obbligazione issued by Valletta Bank ( Malta ) , in EUR, with the ISIN code MT0000021312, pays a coupon of 3.5% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 08/08/2030

Final Terms dated 10 November 2015
Subordinated Debt Issuance Programme
ISIN: MT0000021312
Series No: 1/2015
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
1
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 2, Tranche 1 (hereinafter
(ii) Tranche
"Series 2/2015, 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 2/2015, 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 2/2015, Tranche 1. Such
expenses will be borne by the Issuer.
2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
The Issuer acknowledges that, where it acts in its capacity as an Authorised Financial Intermediary, as issuer of the
Notes it has an interest in the offer being subscribed to by prospective investors. In this respect, the Issuer has in place
a `Conflict of Interest Policy' and procedures and controls designed to identify, prevent or manage conflicts of interest.
Where a conflict of interest is considered to arise, the Issuer will endeavour, where possible, to manage such conflict in
the best interest of Note Holders, in line with the said internal policy, procedures and controls.
Consequently, before selling Notes to prospective investors, the Bank's representative will draw the attention of the
Applicant to the said conflict of interest. The Bank's representative will also explain to the Applicant that the `Conflict of
Interest Policy' will be made available upon request and may also be accessed on the Issuer's website www.bov.com
The Issuer, apart from disclosing such conflict of interest in the Prospectus and relevant Final Terms, will also clearly
disclose, in a durable medium, the nature of the conflict of interest specified above by disclosing such interest in the
relevant application form.
Save for the aforesaid and for the Sponsors' entitlement to fees payable in connection with the offer of Notes, so far
as the Issuer is aware, no person involved in the offer of the Notes has any other 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.
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(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 2/2015, 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 2/2015,
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
The offer will be conditional upon the listing of the Notes on the Official List.
is subject
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
MT0000021312
(ii) Delivery
Delivery against payment
(iii)
Name/s
and
address/es
of Not applicable
paying agent/s (if any)
Bank of Valletta p.l.c. | Subordinated Debt Issuance Programme
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7. DISTRIBUTION
(i) Method of distribution Public offer
To the extent that investment advice or portfolio management services are not
required by the Applicant in respect of the Notes, applications for subscription
may be made through the Issuer (acting in its capacity as Authorised Financial
Intermediary) or any of the other Authorised Financial Intermediaries. To the
extent that the Applicant requests the Issuer to provide investment advice
or has arrangements in place with the Issuer for the provision of portfolio
management services, such applications will not be entertained by the Issuer.
Such applications for the subscription of Notes may be made through any
of the other Authorised Financial Intermediaries, which shall have absolute
discretion to decide whether to entertain such requests.
Application forms will be available through the Issuer and other Authorised
Financial Intermediaries from 13 November 2015.
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
(ix) Selling commission
0.5% 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
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(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
Bank of Valletta p.l.c. | Subordinated Debt Issuance Programme
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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 2/2015, 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 the Issuer
process
and/or the other Authorised Financial Intermediaries in accordance with the
conditions prescribed in Section 7(i) above.
(v) Details of the minimum/maximum The minimum subscription amount shall be 25,000 per Applicant during the
amount of application (whether in Offer Period. The Notes are subject to a minimum holding amount of 25,000
numbers of securities or aggregate throughout the lifetime thereof, including in the case of transfers effected on
amount to invest)
the secondary market.
It is the responsibility of each Authorised Financial Intermediary to ensure
that applications for subscription of Notes made under nominee as well as
when the Series 1/2015, Tranche 1 Notes are traded on the secondary market
under nominee, are also subjected to the minimum of 25,000 per underlying
Applicant/client.
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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 by a)
In the event of over-subscription of the offer; and/or
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 2/2015, Tranche 1
is in excess of 75,000,000, then the Issuer shall scale down each application
under these Final Terms to the minimum subscription amount of 25,000
per application ("Scaling Down") and shall scale down each application
under Series 2/2015, Tranche 1 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
2/2015, Tranche 1 remains in excess of 75,000,000, a ballot shall be held
in respect of applications made under these Final Terms. Pursuant to such
ballot, only the drawn applications shall be allocated a complement in Notes
of 25,000.
There is therefore the possibility that not all Applicants seeking to subscribe
for Notes under these Final Terms 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
Bank of Valletta p.l.c. | Subordinated Debt Issuance Programme
9

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
resale or final placement of required.
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 Issuer Bank of Valletta p.l.c.
B.2
Domicile and legal form of the The Issuer is a public limited liability company registered in
Issuer, legislation under which the Malta in terms of the Companies Act (Cap. 386, laws of Malta).
Issuer operates and country of
incorporation of the Issuer
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