FINAL TERMS FOR PUBLIC OFFER OF SUBORDINATED BONDS OF THE THIRD SERIES ISSUE RIB SUBUSD-03/2016

Transcription

1 JSC REGIONALA INVESTICIJU BANKA Unified Registration Number: Legal address: J. Alunana Str. 2, Riga, LV-1010, Latvia Internet address: Telephone: (+371) FINAL TERMS FOR PUBLIC OFFER OF SUBORDINATED BONDS OF THE THIRD SERIES ISSUE RIB SUBUSD-03/2016 Issue volume USD Maturity date June 22, 2021 Coupon interest rate 4.50%

2 1. Issue Series General Terms 1.1. Terms and abbreviations used in these Final Terms correspond to those referred to in the Base Prospectus of the Bonds Offer Program This document includes the Final Terms, which along with the information included in the Base Prospectus, constitute a set of common documents, on the basis of which the Issuer expresses a public offer on distribution of the Third Subordinated Bonds Series RIB SUBUSD-03/ You can get acquianted with the electronic version of the Base Prospectus and the Series Final Terms on the Issuer s homepage or with the hard copy on the site located by the legal address of the Issuer J. Alunāna St. 2, Riga, Latvia The Investor or Prospective Investor when deciding on acquisition of Bonds shall get acquianted with all information provided in the Base Prospectus and the Final Terms. Every Investor before taking a decision on investing into Bonds shall independently and, if necessary, with a counselor s assistance shall assess risks related to investments Bonds are issued, and the public offer is communicated on the basis of the following Issuer s decisions: the decision taken on June 22, 2015 on the Issuer s shareholders meeting (minutes No. 03/2015) on performing issue of Bonds in the amount of 20,000, USD (twenty million US dollars) where the maturity date of every separate Bonds issue from the moment of registration shall not be shorter than 5 (five) and longer than 10 (ten) years. The decision taken on October 22, 2015 on the Issuer s Council (Minutes No. P- 10/2015) on confirming the Base Prospectus of the Bonds Offer Program elaborated by the Board. The Issuer s Board s decision as of December 17, 2015 (Minutes No. V/46) on confirming the Base Prospectus of the Bonds Offer Program. Issuer s Board Decision as of June 9, 2016 (Minutes No. V/23) on confirming the Final Terms for Public Offer of Subordinated Bonds Series RIB SUBUSD-03/ The purpose of issue of the Third Subordinated Bonds Series RIB SUBUSD-03/2016 is attracting funds for financing the core activity of the Issuer and increasing the subordinated equity of the Issuer pursuant to the Regulation (EU) No. 575/2013 of the European Parliamant and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) 648/ A Bond is a debt security in the registered form, which acknowledges the Issuer s unsecured debt obligations and which is issued and repaid pursuant to the Base Prospectus and these Final Terms Investors who have purchased Bonds are not entitled to receiving the guarantee payments stipulated in the Law on Deposit Guarantees. Investors claims against the Issuer concerning Bonds in case of insolvency of the Issuer are satisfied after satisfying claims of all other creditors, before satisfying claims of shareholders Bonds of Series RIB SUBUSD-03/2016 are dematerialized securities of the bearer without alienation limitations transferrable securities. 2

3 2. Issue Indices Issuer s name: Joint Stock Company Regionala investiciju banka Series number: RIB SUBUSD-03/2016 Series ISIN code: LV Type of securities: Bearer s Bond Category of securities: Without limitations for alienation Form of backing securities: Subordinated bonds Issue currency: USD (US dollars) Gross nominal value: USD (fourteen million three hundred thousand US dollars) Minimum issue amount for recognizing the USD (one million US dollars) Bonds issue series as occurred: Gross nominal value of one Bond: USD (ten thousand US dollars) Number of Bonds: (one thousand four hundred thirty) Price of Bond issue (selling price): 100 % (one hundred per cent) from the nominal value Yearly interest rate and type: Fixed rate 4.50% (four point fifty per cent) a year Interest rate daily base: 30/360 Mode of paying the yearly interest: Twice a year on December 22 and June 22, starting from December 22, 2016 to June 22, 2021 Maturity Date of Bonds: June 22, 2021 Type of repayment of Bonds: Bonds are repaid at the Nominal Value Pre-mature repayment (Call option): Pre-mature repayment of bonds is not envisaged. The Issuer can repay only the share of Bonds, which was not distributed or which was obtained on the secondary market. Pre-mature reselling (Put option): Investor s rights to request pre-mature redemption of Bonds are not envisaged Starting date of Public Offer: June 16, 2016 Final date of Public Offer: June 21, 2016 Settlement day: June 22, 2016 Interest income calculation starting date: June 22, 2016 Bond depository: Latvian Central Depository Mode of distribution: Public offer Inclusion of the issue into the regulated market: The Issuer has not envisaged applying for inclusion of Bonds Series RIB SUBUSD-03/2016 for trading in the Regulated market or another similar market Levying taxes on Bonds: Pursuant to information provided in clause 3.9 of the Base Prospectus 2.1. The Issuer is entitled to increase the volume of Subordinated Bonds Issue Series RIB SUBUSD- 03/2016 not later than 2 (two) days before the final date of the Public Offer The Issuer publishes a decision on increasing the volume of issue Series RIB SUBUSD-03/2016 and the edition of amended Final Terms is published by the Issuer on the webpage 3

4 3. Initial Bonds Placement Procedure and Performance of Settlements for Purchased Bonds 3.1. The price of Bonds, volume of issue and other parametres of Series RIB SUBUSD-03/2016 in the initial placement are stipulated in Chapter 2 of these Terms Issue Indices Price of Initial Placement of Bonds for all Investors will be the same and unchangeable throughout the entire period of Initial Placement of Bond Issue Series RIB SUBUSD-03/2016 and will constitute 100% Investors submitting the application for signing Bonds shall have a securities account opened with an Investment service provider who has obtained licences for providing Investment services and non-core investment services. For performing a transaction of Bonds acquisition, the Investor is entitled to choose an Investment service provider on their own The Investor shall take into account that the Investment service provider may withhold from the Investor an additional amount for performing the transaction of Bonds acquisition as well as to apply other commission for processing the transaction. The amount of this additional payment is established by the chosen Investment service provider and the Issuer is not the payee of these additional amounts and is not liable for these expenses of the Investor. The Investor can obtain information on the amount of the additional payments, which the Investor will be obliged to pay to the Investment service provider for performing a transaction of Bonds acquisition, from the chosen Investment service provider prior to participation in the Bonds initial placement The Investor may submit an order for purchase of Bonds to the Issuer, observing the conditions stipulated in these Final Terms, or to the Investment company, with which the Investor has opened an account In case the Investor has opened a Financial Instrument Account with the Issuer, the former may submit an order to purchase Bonds pursuant to the conditions stipulated in the Agreement on Opening and Maintaining Financial Instrument Account In case the Investor is not the Issuer s customer and has opened a securities account with another Investment Service Provider: The Investor pursuant to the conditions of his Investment service provider shall submit an order for participation in the Public Offer of Bond Series RIB SUBUSD-03/2016; The Investment service provider after receiving the Investor s order contacts the Issuer and places a purchase order with the Issuer The Investor is entitled to submit the unlimited amount of Bonds acquisition applications, taking into account that the gross amount of Bonds acquisition stated in applications does not exceed the gross amount of the Series RIB SUBUSD-03/2016. The minimum amount of Bonds, which the Investor can sign, is 1 (one) Bond The Investor who acquires Bonds at the time of Initial Placement, shall transfer to the Issuer only the established Bond selling price for every purchased Bond The initial placement of bonds will be realized till 17:00 of June 21, The Issuer shall publish the results of the Initial Placement of Bonds Series RIB SUBUSD- 03/2016 on his homepage until 17:45 of June 21, The Bonds that are not purchased during the Initial Placement, shall be extinguished The settlement date for Bonds Series RIB SUBUSD-03/2016 is June 22, Settlements for transactions of Bonds Initial Placement shall be performed pursuant to the Delivery vs. Payment principle described in the conditions of the Latvian Central Depository The Investor may agree with the Issuer on a different procedure of settlements for Bonds, considering that the Investor shall pay for the purchased Bonds pursuant to the details issued by the Issuer until 14:00 of the day of Settlements. 4

5 4. Procedure of Repayment of Bonds Interest and Principal Amount 4.1. The interest rate of Bonds Series RIB SUBUSD-03/2016 is 4.5% (four point fyfty per cent) a year The interest rate of Bonds Series RIB SUBUSD-03/2016 is paid twice a year on December 22 and June 22 of every calendar year. The first date of interest payment will be December 22, 2016, and the last day June 22, The volume of Interest payment on Bonds is calculated pursuant to the methodology described in clause 3.4 of the Base Prospectus In case the Interest payment date is on weekend or holiday, then the Issuer pays the Interest on the first day after the weekend. However, in case the closest Business day is in the next month, the Interest payment is performed on the last Business day before the weekend In case pursuant to the valid legislation of the Republic of Latvia, the Issuer is obliged to withhold the tax from the Interest income, the Issuer pays to the Investor Interest, reduced by the applicable tax amount. More detailed information on levying tax on the income, derived from the Bonds, is available in clause 3.9 of the Base Prospectus The accrued Interest on Bonds is calculated pursuant to the methodology described in clause 3.4 of the Base Prospectus Bonds will be repaid at the Nominal value, which will be paid to bondholders by a single payment on June 22, The Issuer is not entitled for call option before the Maturity Date and bondholders are not entitled to request repayment of Bonds (put option) before the Maturity Date, unless there is a case of Insolvency The Issuer is entitled to extinguish the share of Bond Issue, which was not placed in the Initial Placement, before the Maturity Date. 5