Obligation Valletta Bank 4.8% ( MT0000021288 ) en EUR

Valletta Bank

100 % ⇌

Malte

MT0000021288 ( en EUR )

4.8% par an ( paiement annuel )

27/08/2018 - Obligation échue

Prospectus brochure de l'obligation Bank of Valletta MT0000021288 en EUR 4.8%, échue

1 000 EUR

55 400 000 EUR

Bank of Valletta plc est la plus grande banque de Malte, offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux institutions, tant localement qu'à l'international.

L'Obligation émise par Valletta Bank ( Malte ) , en EUR, avec le code ISIN MT0000021288, paye un coupon de 4.8% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/08/2018

Debt Issuance Programme
dated 31 May 2011
Bank of Valletta

Debt Issuance Programme
Dated 31 May 2011
Bank of Valletta p.l.c.
a public limited liability company registered under the laws of Malta with company registration number C2833 and with
registered office situated at 58, Zachary Street, Valletta VLT 1130 as Issuer of
125,000,000 Debt Issuance Programme
Application has been made to the Listing Authority in Malta which is the Maltese competent authority for the purposes
of the Prospectus Directive for the approval of this Prospectus.
Application will be also made to the Malta Stock Exchange for each Series of the Notes issued under the Programme to
be admitted to trading on the Malta Stock Exchange's Regulated Market and to be listed on the Official List of the Malta
Stock Exchange.
See "Risk Factors" for a discussion of certain factors which should be considered by prospective investors in connection
with an investment in any of the Notes. This Debt Issuance Programme constitutes a base prospectus for the purposes
of Article 5.4 of the Prospectus Directive.
Sponsor
Legal Counsel
Manager & Registrar
This Prospectus has been filed with the Listing Authority and will be published in electronic form on the website of the
Listing Authority and is also available, in printed form, free of charge, from the registered office of the Issuer.
Bank of Valletta p.l.c. | Debt Issuance Programme
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TABLe of ConTenTS
Table of Contents .......................................................................................................................................................3
Responsibility Statement ...........................................................................................................................................5
notice ..........................................................................................................................................................................5
Definitions ...................................................................................................................................................................7
Summary .....................................................................................................................................................................9
1
Summary in Respect of the notes....................................................................................................................9
2
Summary of Risk factors................................................................................................................................10
3
Summary in Respect of the Issuer .................................................................................................................12
4
Risk factors .....................................................................................................................................................20
5
Incorporation by Reference/Documents on Display .....................................................................................24
6
General Description of the Programme .........................................................................................................25
7
Information About the Issuer ..........................................................................................................................26
8
Terms and Conditions .....................................................................................................................................39
form of final Terms ..................................................................................................................................................45
9
Part I: Terms and Conditions ..........................................................................................................................45
10
Part II: Additional Disclosure Requirements Relating to notes ....................................................................47
11
Terms and Conditions of the Issue .................................................................................................................48
Taxation .....................................................................................................................................................................50
12
Taxation - Malta ...............................................................................................................................................50
General Information ..................................................................................................................................................52
13
General ............................................................................................................................................................52
14
Selling Restrictions .........................................................................................................................................52
15
Use of Proceeds ..............................................................................................................................................52
16
Listing on the Official List and Admission to Trading Information ................................................................52
Bank of Valletta p.l.c. | Debt Issuance Programme
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ReSPonSIBILITy STATeMenT
The Board of Directors of the Issuer is solely responsible for the information given in this Prospectus. The said Directors,
whose names and functions appear in section 7.12.1, hereby declare that, having taken reasonable care to ensure
that such is the case, the information contained in this Prospectus for which they are responsible is, to the best of their
knowledge, in accordance with the facts and contains no omission likely to affect its import.
noTICe
This Prospectus should be read and construed in conjunction with the Reference Documents. Full information on the
Issuer and any Tranche of Notes is only available on the basis of the Prospectus, as supplemented from time to time,
together with the Reference Documents, and the applicable Final Terms.
The Issuer confirms that this Prospectus contains all information with respect to the Issuer and the Notes which is
material in the context of the Programme and the issue and offering of the Notes thereunder; that the information
contained herein in respect of the Issuer and the Notes is accurate in all material respects and is not misleading; that
any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no
other facts, the omission of which would make any statement, whether fact or opinion, in this Prospectus misleading in
any material respect; and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy
of all statements contained herein.
The Listing Authority accepts no responsibility for the contents of this Prospectus, makes no representations as
to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this Prospectus.
No person has been authorised to give any information which is not contained or consistent with this Prospectus or
any other document entered into in relation to the Programme or any information supplied by the Issuer or such other
information in the public domain and, if given or made, such information must not be relied upon as having been
authorised by the Issuer.
None of the advisers or any person mentioned in this Prospectus, other than the Issuer, is responsible for the information
contained in this Prospectus or any supplement thereof, or any Final Terms or any Reference Documents, and accordingly,
to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility as to the
accuracy and completeness of the information contained in any of these documents.
All the advisers to the Issuer have acted and are acting exclusively for the Issuer in relation to this public offer and have no
contractual, fiduciary or other obligation towards any other person and will accordingly not be responsible to any investor
or any other person whomsoever in relation to the transactions proposed in the Prospectus.
This document constitutes a base prospectus for the purposes of the Prospectus Directive and relevant Maltese laws.
This Prospectus is valid for 12 months from the date of publication and this Prospectus and any supplement hereto as
well as any Final Terms reflect their status as at their respective dates of issue. The Prospectus and/ or any Final Terms
and the offering, sale or delivery of any Notes may not be taken as a) an implication that the information contained in
such documents is accurate and complete subsequent to their respective dates of issue or b) that there has been no
adverse change in the financial condition of the Issuer since such dates or c) that any other information supplied in
connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
The Issuer undertakes to supplement the Prospectus or publish a new Prospectus at any time after submission of the Prospectus
for approval to the Listing Authority, if and when, the information herein should become materially inaccurate or incomplete
in the event of any new significant factor that is capable of affecting the assessment of the Notes by potential investors. The
Listing Authority is not required to approve any final Terms issued by the Issuer pursuant to this Prospectus.
The distribution of the Prospectus and any Final Terms and the offering, sale or delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes, are required by the
Issuer to inform themselves about, and to observe, any such restrictions. Additionally, the Notes will not be registered
under the United States Securities Act of 1933, as amended. Subject to certain exceptions, the Notes will not be offered,
sold or delivered within the United States or to U.S. persons. For a description of certain restrictions on offers, sales and
Bank of Valletta p.l.c. | Debt Issuance Programme
5

deliveries of Notes and the distribution of this Prospectus or any Final Terms and other offering material relating to the
Notes, see section entitled "Selling Restrictions".
This Prospectus is drawn up in the English language. The English version shall prevail over any part of this Prospectus
translated into any other language other than the Terms and Conditions in respect of the issue of any Tranche (as
hereinafter defined) of Notes under the Programme where the prevailing language will be specified in the applicable Final
Terms.
The Notes issued under the Programme may be listed on the Official List of the Malta Stock Exchange and admitted
to trading on the Regulated Market of the Malta Stock Exchange. The Malta Stock Exchange's Regulated Market is
a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21
April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive
2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC.
This Prospectus can only be used for the purposes for which it has been published.
This Prospectus and any final Terms must not be used for the purpose of an offer or solicitation to subscribe for
notes by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom
it is unlawful to make such an offer or solicitation.
All terms not otherwise defined in this Prospectus shall have the meaning as set out in the "Terms and Conditions" of
the Notes.

6

DefInITIonS
In addition to the defined terms used in the section of this Prospectus entitled "Terms and Conditions", the following
capitalised terms shall have the meaning attributed hereunder:-
Associated Company and
each of Middlesea Insurance p.l.c. and MSV Life p.l.c.;
Jointly Controlled entity
BoV Group
the Issuer and its Subsidiaries;
Business Day
any day between Monday and Friday (both days included) on which commercial
banks in Malta settle payments and are open for normal banking business, provided
that in the case where the currency of denomination of Notes is not in Euro, the
defined term `Business Day' shall be that inserted in the applicable Final Terms;
Conditions
the Terms and Conditions applicable to each Tranche, as completed, modified,
supplemented or replaced by virtue of the Final Terms;
CSD
the central securities depository of the Malta Stock Exchange established pursuant
to article 24 of the Financial Markets Act (Cap. 345, laws of Malta), and situated at
Garrison Chapel, Castille Place, Valletta VLT 1063;
eURIBoR
Euro Interbank Offered Rate;
euro or
the lawful currency of the eurozone;
final Terms
final terms issued by the Issuer from time to time in the form set out in this
Prospectus;
Issuer or Bank
Bank of Valletta p.l.c.;
Issue Price
the price at which each Tranche of Notes will be issued;
LA
the MFSA, appointed as Listing Authority for the purposes of the Financial Markets
Act, 1990 (Cap. 345, laws of Malta) by virtue of L.N. 1 of 2003;
LIBoR
London Interbank Offered Rate;
Memorandum and Articles of
the memorandum and articles of association of the Issuer in force at the time of
Association
publication of the Prospectus;
MfSA
Malta Financial Services Authority;
MSe
Malta Stock Exchange;
notes
the notes issued by the Issuer in terms of this Prospectus;
note Holder/s
the holder/s of Notes issued under the Programme;
Pounds Sterling or £
the lawful currency of the United Kingdom;
Programme
the debt issuance programme being made by the Issuer pursuant to this
Prospectus;
Prospectus
this document in its entirety;
Bank of Valletta p.l.c. | Debt Issuance Programme
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Prospectus Directive
Directive 2003/71/EC of the European Parliament and of the Council of 4 November
2003 on the prospectus to be published when securities are offered to the public
or admitted to trading and amending Directive 2001/34/EC;
Reference Documents
any supplement to the Prospectus, together with any document incorporated by
reference;
Regulated Market
a multilateral system operated and/or managed by a market operator, which brings
together or facilitates the bringing together of multiple third party buying and selling
interests in financial instruments in the system and in accordance with its non-
discretionary rules in a way that results in a contract, in respect of the financial
instruments that are admitted to trading under its rules and/or systems, and which
is authorised and functions regularly;
Series
one or more Tranches, which are expressed to be consolidated and forming a single
series and identical in all respects, except for issue dates, interest commencement
dates and/or issue prices;
Subsidiaries
each of Valletta Fund Management Limited (C18603), BOV Investments Limited
(C38876) and Valletta Fund Services Limited (C39623);
Summary
the summary of the Prospectus, as the same is contained in the section of this
Prospectus named "Summary" and as the same may be amended, supplemented
and updated from time to time;
Tranche
each tranche of Notes identical in all respects, except for issue dates, interest
commencement dates and/or Issue Prices, issued in accordance with the provisions
of this Prospectus as may be amended, supplemented and updated from time to
time and the applicable Final Terms;
United States Dollars or $
the lawful currency of the United States of America.

8

SUMMARy
The following constitutes the Summary of the Prospectus and contains the essential characteristics and risks associated
with the Issuer and the Notes to be issued under the Programme. This Summary does not purport to be complete
and should be read as an introduction to this Prospectus. Any decision by an investor to invest in the Notes should
be based on consideration of this Prospectus as a whole, as supplemented from time to time, including the Reference
Documents, any supplements thereto and the applicable Final Terms. Civil liability is attached to the Issuer who has tabled
this Summary including any translation thereof, and applied for its notification, but only if this Summary is misleading,
inaccurate or inconsistent when read together with the other parts of this Prospectus.
1 SUMMARy In ReSPeCT of THe noTeS
Issuer
Bank of Valletta p.l.c.
Admission to Trading
Application will be made to list each Series of the Notes on the Official List of the MSE and
to be admitted to trading on the Regulated Market of the MSE.
Use of Proceeds
The Issuer shall use the proceeds for its general corporate and funding purposes such as the
provision of loans and advances.
Expenses
The total expenses of the offer of the Notes and the net amount of proceeds therefrom shall
be indicated in the applicable Final Terms.
Currencies
Notes may be denominated in Euro, Pounds Sterling or United States Dollars.
Denomination of Notes
Notes will be issued in such denomination as indicated in the applicable Final Terms save
that:
a) The minimum denomination of the Notes will be, if in Euro, 100, if in Pounds Sterling,
£100, if in United States Dollars, $100.
b) The maximum denomination of the Notes will be, if in Euro, 1,000, if in Pounds Sterling,
£1,000, if in United States Dollars, $1,000.
Maturities
Such maturities as indicated in the applicable Final Terms.
Form of Notes
The Notes may be issued only in registered form.
Fixed Rate Notes
The Fixed Rate Notes will bear a fixed interest income throughout the entire term of the
Notes and will be payable on that basis (as specified in the applicable Final Terms).
Floating Rate Notes
Floating Rate Notes will bear a variable rate of interest by reference to LIBOR or EURIBOR
(as adjusted for any applicable margin).
Interest Periods
Interest periods will be specified in the relevant Final Terms.
Redemption
The Notes cannot be redeemed prior to their stated maturity (except upon the occurrence
of an event of default).
The redemption amount will be no more or less than 100% of the aggregate principal amount
of the Notes.
Taxation
All payments of principal and interest in respect of the Notes will be made subject to any
applicable withholding or deducting obligations imposed by applicable law on the Issuer.
Acceleration Events
The Notes will provide for Acceleration Events entitling Note Holders to demand immediate
redemption of the Notes, all as more fully set out in the Terms and Conditions.
Bank of Valletta p.l.c. | Debt Issuance Programme
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Status of the Notes
The Notes are unsubordinated and unsecured and will rank pari passu without any priority
or preference with all other present and future unsecured and unsubordinated obligations
of the Issuer. In terms of article 1995 of the Civil Code (Cap. 16, laws of Malta), the property
of a debtor is the common guarantee of his creditors, all of whom have an equal right over
such property, unless there exist between them lawful causes of preference. The Notes will
thus rank after any claims which are preferred in terms of the law but will rank before and with
priority over the Issuer's existing subordinated debt (such as the subordinated bonds issued
by the Issuer in 2009 and 2010) or such other subordinated debt which may be issued in
the future.
Governing Law
The Notes will be governed by Maltese law.
Jurisdiction
Exclusive place of jurisdiction for any legal proceedings arising under the Notes is Malta.
Clearing and Settlement
Notes will be accepted for clearing through the CSD.
Distribution of the Notes
The method of distribution of each Tranche will be stated in the applicable Final Terms.
2 SUMMARy of RISk fACToRS
General
An investment in the Issuer and the notes involves certain risks. The following risks are
thoseidentifiedbytheIssuerasatthedateoftheProspectus.Prospectiveinvestors
shouldcarefullyconsider,withtheirownindependentfinancialandotherprofessional
advisers, the following risk factors and other investment considerations as well as
all the other information contained in this Prospectus and Reference Documents
before deciding to make an investment in the Issuer and the notes. If any of the
risks described below were to materialise, they could have a serious effect on the
Issuer'sfinancialresultsandtradingprospectsandtheabilityoftheIssuertofulfilits
obligations under the notes. In addition, prospective investors ought to be aware that
riskmaybeamplifiedduetoacombinationofanumberofriskfactors.
Forward-Looking
This document contains forward-looking statements. no guarantee can be given that
Statements
future results or expectations covered by such statements will be achieved. These
statements by their nature involve substantial risks and uncertainties, certain of which
are beyond the Issuer's control.
2.1
Summary oF riSkS reLatinG to the iSSuer
General
TheBOVGroupisengagedinthebusinessofbankingandfinancialservices.Exposure
to credit risk, liquidity risk, interest rate risk, foreign currency risk, operational risk and
concentration risk arises in the normal course of business. The Issuer is also exposed
to other risks as summarised below.
Credit risk
Creditriskistheriskthatapersonwhohasenteredintoafinancialcommitmentwith
the Issuer, fails to honour such commitment, in whole or in part.
Liquidity risk
LiquidityriskistheriskthattheIssuerwillencounterdifficultyinraisingfundstomeet
financialcommitmentsandmayalsoresultfromaninabilitytorealiseafinancialasset
quickly at close to its fair value.
interest rate risk
Interestrateriskistheriskthatthemarketvalueofaswellasthefuturecashflows
arisingoutoftheIssuer'sfinancialassetsandliabilities,willbeimpactedbecauseof
changes in interest rates.
Foreign Currency risk
Foreigncurrencyriskarisesasaresultoffluctuationsintheprevailingforeigncurrency
exchangeratesontheIssuer'sfinancialpositionandcashflows.
10

operational risk
operational risk covers the losses arising from inadequate or failed internal processes,
people and systems (for example employee fraud, human error, failure of information
systems, commercial disputes and product flaws), or from unforeseen external
events (for example, natural disasters damaging physical assets, electrical or
telecommunicationsfailures),bothofwhichcouldhaveasignificantnegativeimpact
on the Issuer.
Concentration risk
Due to the fact that the Maltese market, being the main market within which the Issuer
operates, is a relatively small market when compared to other larger markets, this
exposes the Issuer to higher levels of concentration risk than is normally associated
whenoperatinginlargerandmorediversifiedmarkets.
external Factors
The BoV Group's overall performance and results may also be adversely affected
by external factors beyond the Issuer's control. These include changes in economic
conditions,businesscycles,volatilityinfinancialmarketsandincreasedcompetitive
pressureinthefinancialservicessector.
issuer Credit risk
The note Holders assume the credit risk of Bank of Valletta p.l.c. as the Issuer of the
notes. In the case of insolvency of the Issuer, the note Holders may lose part or all of
their claims to repayment of their invested capital. The notes are not secured by the
DepositorCompensationSchemeRegulations(SubsidiaryLegislation371.09).
Downgrade in rating
The value of the notes may be affected by investors' general appraisal of the Issuer's
creditworthiness. Any downgrading of the Issuer's rating by a rating agency could
result in a reduction in the value of the notes.
reputational risk
The risk that negative public opinion regarding the Issuer's and/or the BoV Group's
business practices, whether true or not, will cause a decline in the customer base,
costly litigation or revenue reductions.
2.2
Summary oF riSkS reLatinG to the noteS
active market
There can be no assurance of the presence of willing buyers and sellers for the notes
nor can there be any assurance that note Holders will be able to sell the notes at or
above the Issue Price of the notes or at all.
Future Public offering
no prediction can be made about the effect which any future public offerings of the
Issuer's securities, or any takeover or merger activity involving the Issuer, will have on
the market price of any of the notes outstanding from time to time.
Status of the notes
The notes are unsubordinated and unsecured and will rank equally with the Issuer's
unsecured obligations. Therefore, if the Issuer does not have enough assets to pay its
debts, the note Holders will be paid before the holders of subordinated debt (such as
thesubordinateddebtissuedbytheIssuerin2009and2010).Ontheotherhand,the
note Holders will rank after other creditors of the Issuer whose claim is preferred by
the law.
Risks relating to Specific fixed Rate notes - Investors should be aware that the price of fixed Rate notes moves
types of notes
adversely to changes in interest rates. Thus, this may adversely affect the market
value of fixed Rate notes if a note Holder decides to sell the notes before maturity on
the secondary market.

floating Rate notes - Investors should be aware that the interest rate on floating Rate
Notescannotbeanticipatedsincethisfluctuatesonadailybasis.Thus,inthecase
of floating Rate notes, whilst the amount of interest received will go up when interest
rates are rising, the amount of interest received will go down when interest rates are
falling.
Bank of Valletta p.l.c. | Debt Issuance Programme
11