NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE ...

188 Pages·2016·1.56 MB·English

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED
STATES.
IMPORTANT: You must read the following before continuing. The following applies to the base prospectus
following this page (the “Base Prospectus”), and you are therefore advised to read this carefully before reading, accessing
or making any other use of this Base Prospectus. In accessing this Base Prospectus, you agree to be bound by the following
terms and conditions, including any modifications to them any time you receive any information from us as a result of
such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER IN THE UNITED STATES OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES AND THE GUARANTEE
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY
NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT
OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
This Base Prospectus has been delivered to you on the basis that you are a person into whose possession this Base
Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By
accessing this Base Prospectus, you shall be deemed to have confirmed and represented to us that (a) you have understood
and agree to the terms set out herein, (b) you consent to delivery of this Base Prospectus by electronic transmission and
(c) you are not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or
benefit of a U.S. person and the electronic mail address that you have given to us and to which this e-mail has been
delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia.
This Base Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of Nomura
International plc, Euro-Finance AD or Balkan Advisory Company IP EAD (the “Dealers”) nor any person who controls
any of them nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any
liability or responsibility whatsoever in respect of any difference between this Base Prospectus distributed to you in
electronic format and the hard copy version available to you on request from the Dealers.
EuroHold Bulgaria AD
(incorporated with limited liability in Bulgaria)
EUR 200,000,000
Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by
Euroins Insurance Group AD
(incorporated with limited liability in Bulgaria)
Under this EUR 200,000,000 Euro Medium Term Note Programme (the “Programme”), EuroHold Bulgaria AD (the “Issuer”) may from time to time issue notes
(“Notes”) in tranches (each, a “Tranche”) denominated in any currency and on such other terms as may be agreed between the Issuer and the relevant Dealer (as defined
below) in accordance with the terms set out in this base prospectus (the “Base Prospectus”) and specified in a final terms document (the “Final Terms”), (or, in the case
of “Exempt Notes” (as defined below), the pricing supplement (as defined below)), which should be read together for the purpose of any particular Tranche of Notes.
The payment of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by Euroins Insurance Group AD (the “Guarantor”) pursuant
to a guarantee (the “Guarantee”) dated 15 November 2016 and executed by the Guarantor.
Notes may be issued in bearer or registered form (respectively “Bearer Notes” and “Registered Notes”). The maximum aggregate nominal amount of all Notes from
time to time outstanding under the Programme will not exceed EUR 200,000,000 (or its equivalent in other currencies calculated as provided in the “Programme
Agreement” described herein), subject to increase in accordance with the terms of the Programme Agreement (as defined below).
Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the
Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), with any such appointment being for a specific issue or on an ongoing basis.
References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all
Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors” on pages 1 to 15.
Application has been made to the Central Bank of Ireland, as competent authority for the purpose of Directive 2003/71/EC, as amended (which includes the amendments
made by Directive 2010/73/EU, (the “Prospectus Directive”) to approve this document as a base prospectus in accordance with the requirements imposed under European
Union (“EU”) and Irish law pursuant to the Prospectus Directive for the purpose of giving information with regard to the issue of Notes under the Programme described
in this Base Prospectus during the period of 12 months after the date hereof. Such approval relates only to Notes which are to be admitted to trading on a regulated
market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area.
Application has also been made to the Irish Stock Exchange for Notes issued under the Programme during the period of 12 months after the date hereof to be admitted to
the official list (the “Official List”) and to trading on the regulated market of the Irish Stock Exchange (the “Main Securities Market”).
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to the Official List and to trading on
the Main Securities Market. The Main Securities Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC)
(the “Markets in Financial Instruments Directive” or “MiFID”). The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which
are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances
where an exemption is available under Article 3.2 of the Prospectus Directive. References in this Base Prospectus to Exempt Notes are to Notes which are neither to be
admitted to trading on a regulated market for the purposes of MiFID in the European Economic Area, nor offered in the European Economic Area in circumstances where
a prospectus is required to be published under the Prospectus Directive. The Central Bank of Ireland has neither approved nor reviewed information contained in this
Base Prospectus in connection with Exempt Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained
herein which are applicable to each Tranche of Notes (other than in the case of Exempt Notes, as defined below) will be set out in the Final Terms relevant to that Tranche
which, with respect to Notes to be listed on the Irish Stock Exchange will be filed with the Central Bank of Ireland. Copies of Final Terms in relation to Notes to be
listed on the Irish Stock Exchange will also be published on the website of the Irish Stock Exchange. In the case of Exempt Notes, notice of the aggregate nominal amount
of Notes, interest (if any) payable in respect of the Notes and certain other information which is applicable to the relevant Tranche of Exempt Notes will be set out in a
pricing supplement document (the “Pricing Supplement”). Copies of Pricing Supplements in relation to Exempt Notes will only be obtainable by a holder of such Notes
and such holder must produce evidence satisfactory to the Issuer or, as the case may be, the relevant Paying Agent as to its holding of such Notes and as to its identity.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be determined
by the Issuer and the Guarantor and notified to the relevant Dealer. The Issuer may also issue unlisted Notes or Notes not admitted to trading on any market.
The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities
laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States or to, or for the account or the
benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“U.S. persons”)) except pursuant to an exemption from the registration requirements of the
Securities Act and otherwise in accordance with all applicable securities laws of any state or other jurisdiction of the United States. See “Form of the Notes” for a
description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer. See “Subscription and Sale and Transfer and
Selling Restrictions”.
The Issuer and the Guarantor may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which
event a supplement to the Base Prospectus, in the case of listed Notes only, if appropriate, will be made available which will describe the effect of the agreement reached
in relation to such Notes.
The Programme will not be rated. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms or, in the case
of Exempt Notes, the applicable Pricing Supplement. Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating
agency established in the European Union and registered under Regulation (EC) № 1060/2009 (as amended) (the “CRA Regulation”) will be disclosed in the Final
Terms. Please also refer to “Risk Factors—Risk related to market generally—Ratings of the Notes”.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating agent.
Arranger
Nomura
Dealers
Nomura Euro-Finance AD Balkan Advisory Company IP EAD
The date of this Base Prospectus is 15 November 2016.
This Base Prospectus comprises a base prospectus in respect of all Notes (other than Exempt Notes) for the purposes of
Article 5.4 of the Prospectus Directive. This Base Prospectus should be read and construed together with any supplements
hereto and, in relation to any Tranche of Notes, should be read and construed with the relevant Final Terms or Pricing
Supplement, as applicable.
The Issuer and the Guarantor (the “Responsible Persons”) accept responsibility for the information contained in this
Base Prospectus and each Final Terms or Pricing Supplement, as applicable. To the best of the knowledge of the Issuer
and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this
Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection
with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the
case may be.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out on the back
cover of this Base Prospectus for each of the Paying Agents.
Certain information under the heading “Book-entry Clearance Systems” has been extracted from information provided by
the clearing systems referred to therein and from. In addition, certain market share information has been extracted from
information published or compiled by the Bulgarian Financial Supervision Commission (the “FSC”), the Romanian
Financial Supervisory Authority (the “ASF”), the Insurance Supervision Agency of the Republic of Macedonia, the State
Commission for Regulation of Financial Services Markets of Ukraine and the Association of Car Manufacturers and
Authorised Representatives for Bulgaria (“ACM”). Each of the Issuer and the Guarantor confirms that such information
has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the
relevant clearing systems, the FSC, the ASF, the Insurance Supervision Agency of the Republic of Macedonia, the State
Commission for Regulation of Financial Services Markets of Ukraine and the ACM, no facts have been omitted which
would render the reproduced information inaccurate or misleading. In respect of statistics compiled by the ACM, statistics
published by other entities may differ from those published by ACM as ACM’s figures rely on figures provided to it by
individual companies and certain companies only provide information to ACM for one or certain brands of cars they sell.
Accordingly, investors should have caution when reviewing and relying on figures expressed in this Base Prospectus to
have been published by ACM.
The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty
or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy
or completeness of the information contained or incorporated in this Base Prospectus or any other information provided
by the Issuer or the Guarantor in connection with the Programme. No Dealer accepts any liability in relation to the
information contained or incorporated by reference in this Base Prospectus or any other information provided by the
Issuer or the Guarantor in connection with the Programme.
No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the
Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the Guarantor or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the
Issuer, the Guarantor or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any
Notes should make its own independent investigation of the financial condition and affairs of the Issuer, consult its own
legal and other advisers for any such advice relevant to it, and make its own appraisal of the creditworthiness of the Issuer,
the Guarantor and its direct and indirect subsidiaries (the “Group”). Neither this Base Prospectus nor any other
information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or
on behalf of the Issuer or the Guarantor or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein concerning the Issuer, the Guarantor and the Group, the Programme or the
Notes is correct at any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers
expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the
Programme or to advise any holder of Notes of any information coming to their attention.
i
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction
to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base
Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuer, the
Guarantor nor any of the Dealers represent that this Base Prospectus may be lawfully distributed, or that any Notes may
be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has been
taken by the Issuer, the Guarantor or the Dealers which is intended to permit a public offering of any Notes or distribution
of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale
of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer and sale of Notes in
the United States and the European Economic Area (including the United Kingdom and Bulgaria). See “Subscription
and Sale and Transfer and Selling Restrictions”.
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in
that Relevant Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as
completed by the applicable Final Terms may do so only in circumstances in which no obligation arises for the Issuer,
the Guarantor or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer,
the Guarantor nor any Dealer has authorised, nor does any such person authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer, the Guarantor or any Dealer to publish or supplement a
prospectus for such offer.
In making an investment decision, investors must rely on their own examination of the Issuer and the Guarantor and the
terms of the Notes being offered, including the merits and risks involved. The Notes and the Guarantee have not been
approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission or other
regulatory authority in the United States, nor have the foregoing authorities reviewed, passed upon or endorsed the merits
of any offering and sale of Notes or the accuracy or adequacy of this Base Prospectus. Any representation to the contrary
is unlawful.
None of the Dealers, the Issuer or the Guarantor makes any representation to any investor in the Notes regarding the
legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk
of an investment in the Notes for an indefinite period of time.
ii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Unless otherwise indicated, the financial information in this Base Prospectus relating to the Issuer has been derived from
(i) the audited consolidated financial statements of the Issuer as at and for the year ended 31 December 2014 (the “Issuer’s
2014 Financial Statements”), (ii) the audited consolidated financial statements of the Issuer as at and for the year ended
31 December 2015 (the “Issuer’s 2015 Financial Statements”) and (iii) the unaudited reviewed consolidated financial
statements of the Issuer as at and for the six months ended 30 June 2016, which includes comparative figures as at and
for the six months ended 30 June 2015 (the “Issuer’s Interim Financial Statements”) (collectively, the “Issuer’s
Financial Statements”).
The Issuer’s financial year ends on 31 December and references in this Base Prospectus to any specific year are to the 12-
month period ended on 31 December of such year. The Issuer’s Financial Statements have been prepared in accordance
with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (the
“IASB”).
Unless otherwise indicated, the financial information in this Base Prospectus relating to the Guarantor has been derived
from (i) the audited consolidated financial statements of the Guarantor as at and for the year ended 31 December 2014
(the “Guarantor’s 2014 Financial Statements”), (ii) the audited consolidated financial statements of the Guarantor as
at and for the year ended 31 December 2015 (the “Guarantor’s 2015 Financial Statements”) and (iii) the unaudited
reviewed consolidated financial statements of the Guarantor as at and for the six months ended 30 June 2016, which
includes comparative figures as at and for the six months ended 30 June 2015 (the “Guarantor’s Interim Financial
Statements”) (collectively, the “Guarantor’s Financial Statements”, and together with the Issuer’s Financial
Statements, the “Financial Statements”).
The Guarantor’s financial year ends on 31 December and references in this Base Prospectus to any specific year are to
the 12-month period ended on 31 December of such year. The Guarantor’s Financial Statements have been prepared in
accordance with IFRS issued by the IASB.
The 2014 comparative information included in the Issuer’s 2015 Financial Statements has been restated (see “Operating
and Financial Review——Restatements and Audit Reports”). The Issuer’s management (“Management”) believes that
this restatement has no material impact on the financial condition, results of operations or equity of the Group. Investors
should be aware that the financial data for the Group set out in this Base Prospectus as at and for the year ended 31
December 2014 is taken from the Issuer’s 2015 Financial Statements and, accordingly, comparative data differs in certain
respects from the corresponding data previously published.
See “Operating and Financial Review—Restatements and Audit Reports” for a description of the audit and review reports
that accompany the Financial Statements.
Certain Defined Terms and Conventions
Capitalised terms which are used but not defined in any particular section of this Base Prospectus will have the meaning
attributed thereto in “Terms and Conditions of the Notes” or any other section of this Base Prospectus.
• Certain figures and percentages included in this Base Prospectus have been subject to rounding adjustments;
accordingly figures shown in the same category presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
• Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine
the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of
investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any
applicable supplement;
• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
• have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including
Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest
payments is different from the potential investor’s currency;
iii
• understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and
financial markets; and
• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment and its ability to bear the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex
financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk
or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor
should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a
financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of
the Notes and the impact this investment will have on the potential investor’s overall investment portfolio.
Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject
to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should
consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be
used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes.
Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
In this document, all references to U.S. Dollars, U.S.$ and $ are to United States dollars; all references to Euro, EUR and
€ are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the functioning of the European Union; all references to BGN, Lev and лв are to Bulgarian Lev; and all
references to RON and Lei are to Romanian Leu.
References to a billion are to a thousand million.
iv
Presentation of Alternative Performance Measures
In this Base Prospectus, the Group uses the following metrics in the analysis of its business and financial position, which
the Issuer considers to constitute Alternative Performance Measures (“APMs”), as defined in the European Securities and
Market Authority Guidelines on Alternative Performance Measures dated 5 October 2015 (the “ESMA Guidelines”).
Set out below is a summary of the APM metrics used, the definition, bases of calculation and reconciliation of such
metrics and the rationale for the inclusion of such metrics.
Definition, method of calculation and reconciliation to
Metric financial statement line item Rationale
Revenue growth rate Calculated as the difference between the current and previous Performance measure
period revenue, divided by previous period revenue.
EBIT Calculated as revenue minus expenses, excluding tax and Performance measure
interest.
EBITDA (last twelve months) Calculated as revenue minus expenses, excluding tax, interest, Performance measure
depreciation and amortisation.
Total Debt (including current Calculated as the sum of current and non-current liabilities to Performance measure
portion) banking and non-banking financial institutions, including bond
obligations and other non-current liabilities.
Long Term Debt Calculated as the sum of non-current liabilities to banking and Performance measure
non-banking financial institutions, including non-current
obligations on issued bonds and other non-current liabilities.
Total Debt (excluding leasing) Calculated as total debt minus all financial indebtedness of the Performance measure
Group’s leasing business (including leasing liabilities to banking
and non-banking financial institutions and obligations on issued
bonds).
Debt to equity ratio Calculated as total debt divided by the sum of total equity and Performance measure
subordinated debt.
The above APMs have been included in this Base Prospectus to facilitate a better understanding of the Group’s historic
trends of operation and financial condition. The Group uses APMs as supplementary information to its IFRS operating
results. See the Financial Statements incorporated by reference into this Base Prospectus, which have been prepared in
accordance with IFRS. The APMs are not defined by, or presented in accordance with, IFRS. The APMs are not
measurements of the Group’s operating performance under IFRS and should not be considered as alternatives to any
measures of performance under IFRS. In addition, other companies, including those in the Group’s industry, may calculate
similarly titled APMs differently from the Group. Because companies do not calculate these APMs in the same manner,
the Group’s presentation of such APMs may not be comparable to other similarly titled APMs used by other companies.
EBIT and EBITDA are line items included in the Issuer’s consolidated statement of profit or loss. See the Issuer’s
Financial Statements incorporated by reference into this Base Prospectus.
v
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Some statements in this Base Prospectus or any related supplement, Final Terms or Pricing Supplement may be deemed
to be forward looking statements. Forward looking statements include statements concerning the Issuer’s and/or the
Guarantor’s plans, objectives, goals, strategies, future operations and performance and the assumptions underlying these
forward looking statements. When used in this Base Prospectus, the words “anticipates”, “estimates”, “expects”,
“believes”, “intends”, “plans”, “aims”, “seeks”, “may”, “will”, “should” and any similar expressions generally identify
forward looking statements. These forward looking statements are contained in the sections entitled “Risk Factors”,
“Business” and “Operating and Financial Review” and other sections of this Base Prospectus. The Issuer and the
Guarantor have based these forward looking statements on the current view of their management with respect to future
events and financial performance. Although each of the Issuer and the Guarantor believes that the expectations, estimates
and projections reflected in its forward looking statements are reasonable as of the date of this Base Prospectus, if one or
more of the risks or uncertainties materialise, including those identified below or which the Issuer and/or the Guarantor
has otherwise identified in this Base Prospectus, or if any of the Issuer’s and/or the Guarantor’s underlying assumptions
prove to be incomplete or inaccurate, the Issuer’s and/or the Guarantor’s actual results of operation may vary from those
expected, estimated or predicted.
The risks and uncertainties referred to above include:
• the Group’s ability to achieve and manage the growth of its business;
• the Group’s ability to realise its strategic objectives;
• the Group’s ability to complete, integrate and manage acquisitions;
• the Group’s ability to obtain external financing or maintain sufficient capital to fund its existing and future
investments and projects;
• the performance of the markets in Bulgaria and countries within the Central and Eastern European/South-East
European (CEE/SEE) region (and the wider region in which the Group operates);
• changes to the regulatory framework in the businesses in which the Group operates; and
• changes in political, social, legal or economic conditions in the markets in which the Group and its customers
operate.
Any forward looking statements contained in this Base Prospectus speak only as at the date of this Base Prospectus.
Without prejudice to any requirements under applicable laws and regulations, each of the Issuer and the Guarantor
expressly disclaims any obligation or undertaking to disseminate after the date of this Base Prospectus any updates or
revisions to any forward looking statements contained herein to reflect any change in expectations thereof or any change
in events, conditions or circumstances on which any such forward looking statement is based.
vi
SUPPLEMENTS TO THIS BASE PROSPECTUS
The Issuer and the Guarantor have undertaken, in connection with the listing of Notes, that in the event of a change in the
condition of the Group, which is material in the context of the Programme or the issue of Notes, and if there is a significant
new factor, material mistake or inaccuracy relating to the information contained in this Base Prospectus, which is capable
of affecting the assessment of any Notes, the inclusion of which would be required by investors for the purpose of making
an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Group, and
the rights attaching to the relevant Notes, the Issuer and the Guarantor will, if required to do so pursuant to Article 16 of
the Prospectus Directive, prepare or procure the preparation of a supplement to this Base Prospectus or, as the case may
be, publish a new Base Prospectus, for use in connection with that or any subsequent issue by the Issuer of listed Notes.
vii
TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION........................................................... iii
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS ............................vi
SUPPLEMENTS TO THIS BASE PROSPECTUS........................................................................................ vii
RISK FACTORS................................................................................................................................................1
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................16
OVERVIEW OF THE PROGRAMME ...........................................................................................................19
FORM OF THE NOTES..................................................................................................................................25
APPLICABLE FINAL TERMS.......................................................................................................................28
APPLICABLE PRICING SUPPLEMENT ......................................................................................................37
TERMS AND CONDITIONS OF THE NOTES.............................................................................................46
USE OF PROCEEDS .......................................................................................................................................90
SELECTED FINANCIAL INFORMATION AND OTHER DATA...............................................................91
OPERATING AND FINANCIAL REVIEW...................................................................................................94
BUSINESS .....................................................................................................................................................128
MANAGEMENT AND EMPLOYEES .........................................................................................................158
PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.........................................164
BOOK-ENTRY CLEARANCE SYSTEMS ..................................................................................................165
TAXATION ...................................................................................................................................................166
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS................................170
GENERAL INFORMATION.........................................................................................................................175
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