Central Cooperative Bank To Investors
Investor Relations Director:
Anton Filipov Filipov
Address: 87 Tsarigradsko Shose Blvd., 1086 Sofia
Tel.: +359 2 92 66 570
е-mail: anton.filipov@ccbank.bg
Disclosure of information
In compliance with Art. 43a et seq. of Ordinance 2 on the Prospectuses for Public Offering of Securities (Ordinance 2) and in compliance with Art. 100T (3) of the Public Offering of Securities Act (POSA) regarding the obligation to disclose of information to the public under Art. 27 (1) of Ordinance 2, we hereby would like to notify you that Central Cooperative Bank AD discloses regulated information to the public through the website of Infostock OOD, namely: www.infostock.bg.
About shares
The Bank's shares are dematerialized, registered and each share entitles its holder to one vote at the General Meeting of Shareholders. The right to vote at the General Meeting arises with the full payment of the issue value of each share and following registration of the relevant capital increase with the Commercial Register. The right to vote is exercised by the persons registered as shareholders with the registers of Central Depository at least 14 days before the date of the relevant session of the General Meeting. Each ordinary share entitles its holder to one vote and to liquidation share proportionate to its par value. The persons registered as shareholders with the registers of Central Depository AD are entitled to dividend on the 14th day following the date of the relevant session of the General Meeting which adopted the annual financial statements and made a decision on profit allocation.
The conclusion of transactions with shares of CCB AD is strictly regulated in detail by the provisions of the Public Offering of Securities Act and the subordinate regulations on its implementation, the Rules of Procedure of Bulgarian Stock Exchange - Sofia AD and of Central Depository AD.
Secondary trading in shares of CCB AD may only be performed on Bulgarian Stock Exchange - Sofia AD through a relevant licensed investment firm. In order to buy or sell shares on the stock exchange, the investors must place a 'buy' or 'sell' order to the investment firm of which they are clients. After the conclusion of the stock exchange transaction, the investment firm performs the actions necessary for the registration of the transaction with Central Depository AD and its settlement (execution of the concluded transaction) by which the shares are transferred from the seller's account to the buyer's account.
An exception to the rule that the company's trading in shares can only be made on the stock exchange and exists in relation to a transaction of purchase and sale of shares that has been previously entered into directly between the parties. In order to carry out the transfer of the shares at Central Depository AD, the persons who are parties to the transaction should submit relevant data and documents to a licensed investment firm acting as a registration agent. The investment firm will disclose the information on the transaction as stipulated in Regulation 1287/2006/EC or register (announce) the transaction with Bulgarian Stock Exchange - Sofia AD and perform the actions necessary for the registration of the transaction with Central Depository AD and its clearing. Similarly – through an investment firm acting as a registration agent – the transfer of shares takes place in the cases of donation and inheritance.
Bank’s Articles of Association
Important information related to the Bank's operations
2011
On 3 January 2011 Stater Banka Plc. Kumanovo merged to Central Cooperative Bank Plc. Skopje and thus all the assets of Stater Banka Plc. Kumanovo, acting as the transforming company, were transferred to Central Cooperative Bank Plc. Skopje, acting as the receiving company. After this date, Stater Banka Plc. Kumanovo ceased to exist as a legal entity. As at 3 January 2011 Central Cooperative Bank AD Sofia holds 483,121 ordinary voting shares of the capital of Central Cooperative Bank Plc. Skopje, which constitutes shareholding of 87.35%.
Tsvetanka Donkova Krumova was elected a member of the Management Board of CCB AD. This circumstance was registered with the Commercial Register on 23 February 2011.
In the first quarter of 2011, Central Cooperative Bank AD acquired 18% of the capital of BULGARIA ON AIR OOD.
An annual General Meeting of Shareholders was held on 30 June 2011 and it approved the annual financial statements and the annual consolidated financial statements of CCB AD for 2010 and decided to transfer the profit generated by CCB AD amounting to BGN 22,386,176.05 (twenty-two million three hundred and eighty-six thousand one hundred and seventy-six and 0.05 BGN) to the Reserve Fund.
On 21 July 2011 the Management Board of Central Cooperative Bank AD, pursuant to Art. 21 (1) and (2), sentence two of the Articles of Association of Central Cooperative Bank AD, in conjunction with Art. 196 of the Commerce Act and Art. 112b (1) of the Public Offering of Securities Act, decided to increase the capital of the Company from BGN 83,155,092 to BGN 113,155,092 by issuing 30,000,000 ordinary dematerialized voting shares, each with a par value of BGN 1 and issue value of BGN 1.50.
The Prospectus for Public Offering of Shares of the Company was confirmed by the Financial Supervision Commission (FSC) by Decision No.621-E of 6 October 2011. The notice of the initial public offering of shares of CCB AD was promulgated in State Gazette and published by Novinar newspaper on 14 October 2011.
By the end of the subscription, 29,999,199 shares were subscribed and paid. Consequently, an amount of BGN 44,998,798,50 was credited on the escrow account of CCB AD.
The Bank's capital, amounting to BGN 113,154,291 after the increase, was registered with the Commercial Register on 15 December 2011.
The increase in the capital aims to ensure the further development of Central Cooperative Bank AD in compliance with the strategic objectives set.
In the fourth quarter of 2011 the Bank acquired 500,000 ordinary dematerialized registered voting shares with a par value of BGN 1 each, representing 100% of the capital of MC CCB Assets Management EAD, thus acquiring the controlling interest in the capital of the subsidiary.
2012
In the second quarter of 2012, Central Cooperative Bank AD acquired 55.91% of ZAO AKB TatInvestBank, Kazan, Republic of Tatarstan, Russian Federation.
The regular General Meeting of Shareholders held on 29 June 2012 approved the annual financial statements and the annual consolidated financial statements of Central Cooperative Bank AD for 2011 and accepted the proposal made for transferring the profit generated by CCB AD in 2011 amounting to BGN 12,623,740.65 to the Reserve Fund.
Furthermore, the General Meeting of Shareholders decided that Central Cooperative Bank AD should conclude a subordinated term debt under the following conditions:
Creditor: one of the following persons – CCB GROUP EAD, UIC 121749139 or Chimimport AD, UIC 000627519, to be determined by a decision of the Management Board of CCB AD;
method of utilization – one-off;
term – 7 (seven) years;
loan amount – BGN 45,000,000 (forty-five million BGN);
interest – 4.5% (four point five percent) simple annual interest;
repayment of interest – annually;
repayment of principal – one-off, at the end of the term;
In compliance with the decision of the General Meeting, CCB АД entered into a subordinated term debt agreement with CCB GROUP EAD for the amount of BGN 45,000,000 (forty-five million)
BCRA - CREDIT RATING AGENCY AD increased the long-term financial strength rating of Central Cooperative Bank AD to BBB+ and the short-term rating to A-2 rating, "stable" outlook.
2013
In the first quarter of 2013 Mr. Georgi Kosev Kostov was elected as a member of the Management Board of CCB AD.
On 28 June 2013, at 10:30 a.m., at the building of Central Cooperative Bank (CCB) AD, 103 G. S. Rakovski Street, Sofia, a regular annual General Meeting of the Bank's Shareholders was held, which took the following major decisions related to the Bank's operations:
To transfer the profit generated by CCB AD in 2012, amounting to BGN 10,085,837.99, to the Reserve Fund.
To make changes in the Company's Articles of Association, consisting of the following:
To add a new Article 14, as follows:
"Art. 14 (new, 06/2013) (1) By resolution of the General Meeting of Shareholders or of the Management Board, within the scope of the authorization under Art. 21 (1) (2) of the Article of Association, subject to the subsequent approval of the Supervisory Board, the Bank may also issue preference shares, fixed-term or termless, with guaranteed and/or additional and/or accumulating dividend, with a repurchase privilege, as well as any other privileges allowed by the applicable law. The Bank may not issue preference shares entitling to more than one vote or to an additional liquidation share.
By decision of the General Meeting or of the Management Board, within the scope of the authorization under Art. 21 (1) (2) of the Articles of Association, the Bank may issue preference non-voting shares entitling their holder to the rights referred to in paragraph 1, sentence one.
To add a new Article 15, as follows:
“Art. 15 (new, 06/2013) The shares with the same rights shall form a separate class of shares.”
To amend Art. 21 (1) (2), as follows:
"2. (supplemented 12/2007, amended 10/2008, supplemented 06/2013) The General Meeting may increase and decrease the capital. Pursuant to Art.196 of the Commerce Act, it shall authorize the Management Board, in compliance with para. 7 and Art. 37 (2) of the Articles of Association and subject to the subsequent approval of the Supervisory Board, within 5 (five) years following the registration of the amendment of the Articles of Association with the Commercial Register, to decide on the increase of the Company's capital by issuing new ordinary and/or preference shares with a total par value for the specified term up to BGN 90,000,000 (ninety million), issued only as a result of the conversion of instruments under para. 7, whereby it may limit or exclude the right of the shareholders under Art. 194 of the Commerce Act (CA) and Art. 112 (1) sentence one of the Public Offering of Securities Act (POSA) in order to ensure the rights of the holders of convertible bonds, warrants and in other cases permitted by law (if applicable) to convert into shares the bonds and other financial instruments held by them."
To amend Art. 21 (1) (7), as follows:
"7. (amended ’02, amended 06/2005, amended 06/2013) It shall decide to issue bonds or to convert them into shares, respectively, in compliance with the regulatory competences and hypotheses in the CA and POSA. It shall authorize the Management Board, in compliance with Art. 37 (2) of the Articles of Association and subject to the subsequent approval of the Supervisory Board, within 5 (five) years following the registration of the amendment of the Articles of Association with the Commercial Register, to decide on the issue of convertible debt-equity (hybrid) instruments, including convertible loans, convertible bonds and instruments, consistent with the requirements for Tier 1 or Tier 2 capital under the applicable legislation on the capital adequacy of credit institutions (Ordinance 8 of BNB), up to the total amount for the specified term of EUR 45,000,000 (forty-five million EUR) or its equivalent in another currency. In the decision to issue the instruments, the Management Board shall mandatory specify, where applicable, the deadline, the terms and conditions and the procedure for the conversion of the instruments into share (including the conversion ratio) and the counterparty to the transaction, as well as any other parameters and circumstances provided for in the regulations or required for the conversion."
To amend Art. 29 (2), as follows:
"/2/ (amended 06/2009, amended 06/2013) The members of the Supervisory Board shall be appointed by the General Meeting for a term of five years and may be re-elected without restriction. The persons referred to in the first sentence may be appointed subject to the prior approval by BNB."
To amend Art. 34 (3), as follows:
"/3/ (amended 06/2003, amended 06/2013) The members of the Management Board shall be appointed by the Supervisory Board for a term of five years. They may be re-elected without restrictions and may be dismissed or replaced at any time by the Supervisory Board.
A new para. 2 is added to Art. 37, as follows:
"/2/ (new, 06/2013) In the decisions under Art. 21 (1) (2) and Art. 21 (1) (7), respectively, the Managing Board shall determine: the amount and purpose of the funding; the number and type of new shares and other financial instruments, respectively, the rights and privileges thereto; the terms and the conditions for the transfer of the rights pursuant to §1 (3) POSA, issued in respect of existing shares; the terms and the conditions for subscription of new shares / other financial instruments; the amount of the issue value (including if different from the nominal value) and the terms and the conditions for its payment; the investment firm assigned with the execution of the subscription (where applicable); and shall determine all other parameters and circumstances provided for in the regulations or required for the execution of the respective issues of debt-equity (hybrid) instruments and shares, respectively."
"2. (supplemented 12/2007, amended 10/2008, supplemented 06/2013) The General Meeting may increase and decrease the capital. Pursuant to Art.196 of the Commerce Act, it shall authorize the Management Board, in compliance with para. 7 and Art. 37 (2) of the Articles of Association and subject to the subsequent approval of the Supervisory Board, within 5 (five) years following the registration of the amendment of the Articles of Association with the Commercial Register, to decide on the increase of the Company's capital by issuing new ordinary and/or preference shares with a total par value for the specified term up to BGN 90,000,000 (ninety million), issued only as a result of the conversion of instruments under para. 7, whereby it may limit or exclude the right of the shareholders under Art. 194 of the Commerce Act (CA) and Art. 112 (1) sentence one of the Public Offering of Securities Act (POSA) in order to ensure the rights of the holders of convertible bonds, warrants and in other cases permitted by law (if applicable) to convert into shares the bonds and other financial instruments held by them."
The following persons were appointed as members of the Supervisory Board for a 5-year term as of the date of appointment: Ivo Kamenov Georgiev, Marin Velikov Mitev and Central Cooperative Union (as an independent member of the Board).
In accordance with the decision of the General Meeting, the Company's Management Board decided that Central Cooperative Bank should issue, under the terms of public offering, subordinated unsecured bonds with a nominal value and issue value up to EUR 36,000,000, convertible into shares of the Bank, with an annual interest rate of 4.5% and maturing in 2020, with a view to their inclusion in the capital base of Central Cooperative Bank AD as Tier 2 capital under Art. 4 (1) and (20 (3) of Ordinance 8 of BNB and pursuant to Regulation (EU) No 575/2013.
The prospectus for public offering and admission to trading of subordinated unsecured bonds with a nominal and issue value of up to EUR 36,000,000, convertible into shares of the Bank, with an annual interest rate of 4.5% and maturing in 2020, issued by Central Cooperative Bank AD, was confirmed by the Financial Supervision Commission by decision No РГ-05-12-27 of 29 October 2013.
2014
In the first quarter Ivaylo Lazarov Donchev was dismissed from his position of a member of the Management Board and an Executive Director of CCB AD.
On 30 June 2014, at 10:00 a.m., at the building of Central Cooperative Bank AD (CCB AD), 103 G. S. Rakovski Street, Sofia, a regular annual General Meeting of the Bank's Shareholders (GMS) was held, which took the following major decisions related to the Bank's operations:
To transfer the profit generated by CCB AD in 2013, amounting to BGN 10,145,063.44 (ten million one hundred and forty-five thousand and sixty-three and 0.44 BGN) to the Reserve Fund.
To discharge the members of the Supervisory Board, the Management Board and the Procurator of the Company from liability for their operations during the period from 1 January 2013 to 31 December 2013."
To appoint Ms. Rayna Dimitrova Kuzmova as a member of the Supervisory Board of Central Cooperative Bank AD.
In the third quarter of 2014 Mr. Georgi Kosev Kostov was elected as an Executive Director of Central Cooperative Bank AD.
On 11 December 2014, the Bulgarian Credit Rating Agency AD, in view of the current situation in the country and the macro-indicators in the economy, assigned Central Cooperative Bank AD a rating of BB+, identical with the rating of the Republic of Bulgaria, issued by Standard & Poor's on 12 December 2014.
In December 2014 the first interest payment took place with respect to the Bank's issue of convertible bonds amounting to EUR 1,620,000, by paying the interest to the bondholders.
In the management of worsened exposures, CCB AD also worked with specialized financial institutions registered under Ordinance 26 of BNB to acquire credit claims, which additionally contributes to the fact that the share of non-performing loans in the Bank's portfolio is lower than that in the system.
2015
The Extraordinary General Meeting of CCB AD held on 12 February 2015 took the following decisions to amend the Articles of Association:
Art. 2 (2) of the Articles of Association shall be amended as follows:
The registered office shall be 87 Tsarigradsko Shose Blvd., Sofia.
The amendment to Art. 2 (2) of the Articles of Association shall come into effect as from the issuance of the use permit of the administrative building, located at 87 Tzarigradsko Shose Blvd., Sofia.
Since 15 May 2015 the registered office Central Cooperative Bank AD has been 87 Tsarigradsko Shose Blvd., Sofia.
The General Meeting of Shareholders of Central Cooperative Bank AD, held on 30 June 2015 at 10:10 a.m. in the building of CCB AD, 87 Tsarigradsko Shose Blvd., Sofia, took the following decisions:
To accept the report of the Management Board of CCB AD on the Bank's operations in 2014.
To accepts the report of the specialized auditing company Deloitte Audit OOD.
To accept the report of the audit committee on its operations in 2014.
To approve the annual financial statements and the annual consolidated financial statements of Central Cooperative Bank for 2014 and accept the proposal to transfer the profit generated by CCB AD in 2014, amounting to BGN 7,255,232.62 (seven million two hundred and fifty-five thousand two hundred and thirty-two and 0.62 BGN) to the Reserve Fund.
To accept the report of the Head of Internal Audit Office on the operations of the office in 2014.
To accept the report of the Investor Relations Director on his/her operations in 2014.
To discharge the members of the Supervisory Board, the Management Board and the Procurator of the Company from liability for their operations during the period from 1 January 2014 to 31 December 2014."
The remuneration of the members of the Supervisory Board shall remain at the present rate (BGN 5,000, monthly); The remuneration of the members of the Management Board shall remain at the present rate (three average salaries in the Bank, monthly). The current amount of management guarantees for the members of the Supervisory and Management Boards shall remain unchanged.
To appoint the specialised audit company for domestic and international audit Deloitte Audit OOD to verify and validate the annual financial statements and the annual consolidated financial statements of CCB AD for 2015.
2016
In the second quarter of 2016 Visa Inc. accomplished the repurchase process of the Bank's holding of one ordinary share of Visa Europe Ltd. with a par value of EUR 10. As a result of the closure of the transaction, the Bank received cash, preference shares of Visa Inc. and the right to receive an additional (deferred) payment. The effect of the closure amounting to BGN 12,168 thousand was reflected in the profit for the period.
The regular annual General Meeting of Shareholders of Central Cooperative Bank AD held on 30 June 2016 decided to transfer the profit generated by CCB AD in 2015, amounting to BGN 6,703,805.78 (six million seven hundred and three thousand eight hundred and five and 0.78 BGN) to the Reserve Fund.
In the third quarter Tsvetanka Donkova Krumova was dismissed from the position of a member of the Management Board of CCB AD. The amendment was registered with the Commercial Register at the Registry Agency on 17 September 2016.
2017
The regular annual General Meeting of Shareholders of CCB AD approved the annual financial statements and the annual consolidated financial statements of the Bank for 2016 and approved the proposal made for transferring the profit generated by CCB AD in 2016, amounting to BGN 26,598,200.51, to the Reserve Fund.
In connection with the amendment of the Independent Financial Audit Act, the General Meeting of Shareholders of CCB AD appointed Deloitte Audit OOD, UIC 121145199, and Grant Thornton OOD, UIC 831716285, as auditing companies to audit and validate the Bank's annual statements for 2017 and the supervisory reports determined by the Bulgarian National Bank.
2018
On 27 June 2018 a General Meeting of the Shareholders of CCB Plc took place and the following important decisions were taken at this meeting:
The annual financial statements and the annual consolidated financial statements of Central Cooperative Bank Plc for 2017 were approved and a proposal was made the accumulated profit of CCB Plc for 2017 to the amount of BGN 36 813 920.83 (thirty-six million eight hundred thirteen thousand nine hundred twenty leva and eighty-three stotinkas) to be transferred to the Reserve fund.
The following persons were elected as members of the Supervisory Board with a 5-year mandate, as from the election date: Ivo Kamenov Georgiev, Marin Velikov Mitev, Rayna Dimitrova Kuzmova and Central Cooperative Union
“Deloitte Audit” OOD, UIC 121145199 and “Grant Thorton” OOD, UIC 831716285 were elected as auditing companies, which make a verification and certify the annual financial statements of the Bank for 2018 and the supervisory reports, determined by the Bulgarian National Bank.
At the General Meeting of the Bondholders on 15.11.2018 the changes in the conditions of the debenture loan, proposed by the issuer Central Cooperative Bank Plc, were approved, that is:
1.1. Conditions of the bonds – Definitions: the definition of “Three-month period” is deleted;
1.2. Conditions of the bonds – Definitions: “Publication regarding conversion” reads as follows: “Publication regarding conversion” means publication via an information agency, as well as on the web sites of the issuer and the conversion agent;
1.3. Condition 8.2. (Period of conversion) reads as follows:
The issuer shall take the necessary activities for conversion at any time, as far as there are bonds in circulation, including on the maturity date of the debenture loan, provided that a duly completed and compliant with the requirements in the Prospectus and the instructions of the Conversion Agent notification of conversion by a bondholder was submitted, together with necessary annexes thereto (“Notification of conversion”).
1.4. Condition 9.2 (Time period for the conversion) reads as follows:
When the notification of conversion under Condition 8.2 (Period of conversion) is submitted, the issuer shall immediately undertake conversion actions with respect to the bonds, subject of this notification.
1.5. Second paragraph of Condition 10.2. (Delivery only of whole shares) reads as follows:
For the purposes of determining the number of shares, which shall be delivered to the conversion bondholder, the nominal value of all bonds for conversion, claimed by him, via the notification for conversion, is summed and divided by the conversion price;
1.6. Second paragraph of Condition 10.3. (Date of conversion) reads as follows:
The issuer shall deliver to the eligible bondholders as early as possible, the due additional shares as a result of an update of the conversion price (i.e. in the cases, when the effective date of the update events pursuant to Condition 12.1 (Dividends) to Condition 12.5 (Split and withdrawal) including, occurs after submitting a notification of conversion, but before the respective date of conversion).
2. The conditions change, as from the date of the decision of the General Meeting of the bondholders, and apply with respect to notifications of conversion, submitted before that date.
The following decisions were taken at the extraordinary general meeting of the shareholders of CCB Plc that took place on 27.12.2018:
1. Article 21(1)(2) of the Bank articles of association was amended, as follows:
(supplemented 12.2007, amended 10.2008, supplemented 06.2013, amended 12.2018) The General Meeting increases and decreases the capital. The General Meeting, on the grounds of Article 196 of the Commerce Act, empowers the Management Board, upon the respective implementation of Article 37(2) of the articles of association and the presence of subsequent approval by the Supervisory Board, within 5 (five) years of the registration of the amendment of the articles of association in the Companies Register, to take decisions for increasing the company capital via the issuance of new ordinary and/or privileged shares with a total nominal value for the specified time period up to BGN 90 000 000 (ninety million leva), issued only as a result of converting instruments, issued in accordance with Article 21(1)(7) of the articles of association, whereas it can limit or exclude the right of the shareholders under Article 194 of the Commerce Act and Article 112(1), first sentence of POSA with the aim of ensuring the rights of the holders of convertible bonds, warrantees and in other cases permitted by the effective legislation (if applicable) to convert their bonds and other financial instruments into shares.”
2. The following decision for a change of Article 6 of the bank articles of association was taken under condition:
“In case of a company capital increase at the decision of the Management Board and upon a subsequent approval by the Supervisory Board, according to the delegation under Article 21(1)(2) of the Articles of Association of Central Cooperative Bank, in Article 6 of the company articles of association the following amendments are made, in compliance with the capital raised via each new issue, respectively the amount of the capital and the number of shares, in which the capital is allocated.”
2019
On 25 February 2019 the capital increase of the Bank, via the issuance of new shares, issued as a result of converting bonds, was recorded at the Trade Register in the sections of the Bank. The capital increase as a result of the conversion is in the amount of 13 975 679 ordinary voting shares, with a nominal value of BGN 1 per share.
After the increase the issued share capital of the Bank consists of 127 129 970 ordinary voting shares, with a nominal value of BGN 1 per share. All shares entitle the holders to the right to receive dividend and a liquidation share and one share represents one vote at the general meeting of the shareholders of the Bank.
At the General meeting of shareholders that took place the annual financial statements and the annual consolidated financial statements of the Bank for 2018 were approved and a decision was taken the accumulated profit of CCB Plc for 2018 in the amount of BGN 33 770 258.31 (thirty-three million seven hundred seventy thousand two hundred fifty-eight leva and thirty-one stotinkas) to be allocated to the Reserve Fund.
Public offering of convertible bonds by CCB AD
CCB AD, pursuant to Art. 92a (1) of the Public Offering of Securities Act (POSA) shall notify the investors of the commencement of public offering of 36,000 subordinated, unsecured, interest-bearing, freely transferable, dematerialized bonds with a nominal and issue value of EUR 1,000 (one thousand) each, with a total nominal and issue value of EUR 36,000,000, with an annual interest rate of 4.5%, maturing in 2020, convertible into ordinary shares of the Bank. All offered Bonds shall belong to one class and entitle their holders to equal rights, including principal and interest receivables, voting rights in the General Meeting of Bondholders, right to convert the bonds into Bank's shares, right to information.
The notice under Art. 92a (1) POSA of the public offering of convertible bonds by Central Cooperative Bank AD, UIC 831447150, was also registered with the Commercial Register on 5 November 2013, thus meeting the requirement for making notifications and disclosures under Art. 92a (2) POSA.
The offering was performed in compliance with the decisions for bond issue made by the Bank's Management Board on 9 September 2013 and 10 October 2013 and approved by the Bank's Supervisory Board by decisions made on 9 September 2013 and 10 October 2013, subject to the authorization referred to in Art. 21 (1) (7) of the Bank's Articles of Association pursuant to Art. 204 (3) in conjunction with Art. 196 of the Commerce Act and in compliance with the Prospectus for Public Offering of Bonds, confirmed by the Financial Supervision Commission by Decision No 799-E of 29 October 2013.
Public offering of convertible bonds by CCB AD
CCB AD, pursuant to Art. 92a (1) of the Public Offering of Securities Act (POSA) shall notify the investors of the commencement of public offering of 36,000 subordinated, unsecured, interest-bearing, freely transferable, dematerialized bonds with a nominal and issue value of EUR 1,000 (one thousand) each, with a total nominal and issue value of EUR 36,000,000, with an annual interest rate of 4.5%, maturing in 2020, convertible into ordinary shares of the Bank. All offered Bonds shall belong to one class and entitle their holders to equal rights, including principal and interest receivables, voting rights in the General Meeting of Bondholders, right to convert the bonds into Bank's shares, right to information.
The notice under Art. 92a (1) POSA of the public offering of convertible bonds by Central Cooperative Bank AD, UIC 831447150, was also registered with the Commercial Register on 5 November 2013, thus meeting the requirement for making notifications and disclosures under Art. 92a (2) POSA.
The offering was performed in compliance with the decisions for bond issue made by the Bank's Management Board on 9 September 2013 and 10 October 2013 and approved by the Bank's Supervisory Board by decisions made on 9 September 2013 and 10 October 2013, subject to the authorization referred to in Art. 21 (1) (7) of the Bank's Articles of Association pursuant to Art. 204 (3) in conjunction with Art. 196 of the Commerce Act and in compliance with the Prospectus for Public Offering of Bonds, confirmed by the Financial Supervision Commission by Decision No 799-E of 29 October 2013.
PDF Notice 299.98 KB Download
PDF Prospectus 3.16 MB Download
PDF Minutes of Meeting of the MB 1.78 MB Download
PDF Minutes of Meeting of the SB151.23 KB Download
PDF Consolidated Financial Statements as at 30 June 2013 1.36 MB Download
PDF Annual Consolidated Statements for 2012 2.76 MB Download
PDF Annual Consolidated Statements for 2011 2.73 MB Download
PDF Annual Consolidated Statements for 2010 2.64 MB Download
PDF Articles of Association3.53 MB Download
The escrow account for the payment of the issue value of the convertible bonds subscribed, which is opened in the name of CCB with UniCredit Bulbank AD, shall be as follows:
IBAN BG02UNCR70001521186626, BIC UNCRBGSF
ISIN code of the rights: BG4000014135
SE code of the rights: 4CFA
Public offering schedule:
starting date for trading rights on the stock exchange: 13 November 2013;
closing date for trading rights on the stock exchange: 26 November 2013;
closing date for rights transfer: 28 November 2013;
date of auction under Art. 112b (7) POSA: 5 December 2013;
starting date for subscribing convertible bonds: 13 November 2013;
closing date for subscribing convertible bonds: 19 December 2013.
Central Cooperative Bank AD Sofia ("the Bank") reports that the initial public offering (subscription) of convertible bonds of the Bank, commenced on 13 November 2013, was successfully closed on 10 December 2013.
The subscription was closed early (before the initial deadline, namely: 19 December 2013), as all 36,000 offered bonds were subscribed and paid in full by 10 December 2013. In this case and according to the provisions of the Prospectus for Public Offering of Bonds, the subscription should be closed early and the Bank should take the necessary steps to notify the FSC, to make any subsequent registrations of the issue with the Central Depository, FSC and BSE-Sofia AD, and to register the notice of the concluded bond loan with the Commercial Register.
The total issue value of all 36,000 subscribed bonds (with a unit nominal and issue value of EUR 1,000) of EUR 36,000,000 was paid in full on the Bank's escrow account opened with UniCredit Bulbank AD until 10 December 2013 inclusive.
In conclusion, as a result of the subscription, all 36,000 (thirty-six thousand) subordinated, unsecured, interest-bearing, convertible, freely transferable, dematerialized bonds, with nominal and issue unit value of EUR 1,000 were subscribed and their total issue value amounting to EUR 36,000,000 (thirty-six million) was paid in full in the Bank's escrow account opened with UniCredit Bulbank AD.
The total amount of all the fees, remunerations and other expenses paid by the Bank and incurred with respect to the public offering of the bonds comes to BGN 12,956.66, including the FSC fee for confirming the Prospectus (BGN 5,000).
No difficulties, disputes or similar issues were found in the process of the subscription in connection with the trade in the rights and the subscription of the convertible bonds.
The bond offering was carried out according to the decisions of the Bank's Management Board dated 9 September 2013 and 10 October 2013, approved by the Bank's Supervisory Board by decisions dated 9 September 2013 and 10 October 2013, in compliance with the Prospectus for Public Offering of Bonds, confirmed by FSC by Decision No 799-E dated 29 October 2013, and the notice of public offering under Art. 92a (1) POSA, published on 4 November 2013 in Novinar and Trud newspapers and on the CCB website (www.ccbank.bg) and the website of the investment firm UniCredit Bulbank AD authorized for the offering (www.unicreditbulbank.bg) and registered with the Commercial Register on the Bank's file on 5 November 2013.
NOTICE OF CONCLUDED BOND LOAN by CENTRAL COOPERATIVE BANK AD pursuant to Art. 206 (6) of the Commerce Act
Pursuant to Art. 206 (6) of the Commerce Act (CA), the Management Board of CENTRAL COOPERATIVE BANK AD, UIC 831447150, 103 G. S. Rakovski Street, Oborishte District, 1086 Sofia (the Bank), announces that on 10 December 2013 the Bank concluded a bond loan, whereby the conditions of the bond issue were amended by decision of the General Meeting of the Bondholders of 14 December 2016 and currently they are as follows:
Issuer: CENTRAL COOPERATIVE BANK AD, UIC 831447150;
Value of the concluded bond loan: EUR 36,000,000 (thirty-six million);
Number of bonds and unit nominal value: 36,000 (thirty-six thousand) bonds with a nominal value of EUR 1,000 each;
Type of bonds: subordinated, unsecured, interest-bearing, freely transferable, dematerialized bonds convertible into ordinary shares of the Bank, registered with Central Depository AD with ISIN BG2100019137;
Initial date of the time limit to the principal maturity: 10 December 2013;
Term of the bond loan: 10 (ten) years as from the date of the conclusion of the bond loan;
Annual interest rate: 3.6% (three point six percent);
Interest payments shall be made once a year, with the ISMA Actual/Actual interest rate convention (Actual number of days in the period to Actual number of days per year);
Maturity dates of interest payments: 10/12/2014, 10/12/2015, 10/12/2016, 10/12/2017, 10/12/2018, 10/12/2019, 10/12/2020, 10/12/2021, 10/12/2022, and 10/12/2020;
Principal maturity date: the principal of the bonds shall be paid by a one-off payment at the maturity of the issue – 10 December 2023;
The payments on the bond loan shall be serviced by Central Depository AD. The bondholders shall be entitled to interest and/or principal payments if they have been registered in the Book of Bondholders kept by Central Depository AD 3 (three) business days prior to the date of the respective interest payment and/or principal payment. This fact shall be certified by an official statement from the Book of Bondholders issued by Central Depository AD.
General Meeting of Bondholders of the convertible bond issue with ISIN code BG 2100019137 of Central Cooperative Bank AD
General Meetings of Bondholders held
General Meeting of Bondholders of the convertible bond issue with a total nominal value of EUR 36,000,000, ISIN code BG2100019137, issued by CENTRAL COOPERATIVE BANK AD, Sofia, UIC 831447150, was held on 7 January 2014 at 10:00 a.m., at 103 G. S. Rakovski Street, Oborishte District, 1086 Sofia, attended through a representative by bondholders representing a total of 36,000 Bonds with a nominal value of EUR 1,000 each, constituting 100% of the Issue. The Minutes of Meeting containing the decisions passed at the meeting, as well as a list of the attending and represented bondholders are enclosed in the attached files.
PDF Minutes of Meeting 1.2 MB Download
PDF oso_2014_1.pdf 786.17 KB Download
General Meeting of Bondholders of the convertible bond issue, ISIN code BG2100019137, was held on 5 February 2014, at 10:00 a.m., at 103 G. S. Rakovski Street, Oborishte District, 1086 Sofia.
As a result of the voting carried out, the General Meeting of Bondholders took the following decision under item 1 of the agenda:
1.1. A new para. 3.4. shall be added to Condition 3 (Status), Bond Conditions Section, with the following wording:
"If the European Commission adopts a directive relating to bank recovery and restructuring, the Bondholders may be required to incur losses in the event of Issuer's unviability by partial or total derecognition or conversion of the Bonds into Common Equity Tier 1 Capital instruments. "Unviability" is defined as the moment the bank is identified as an institution that cannot pay or is likely to discontinue to pay its obligations, or the actions taken by the relevant restructuring body are deemed necessary in the public interest.”
1.2. Condition 5 (Repurchase and Purchases) shall have the following wording:
5. Repurchase and Purchases
5.1 Repurchase at maturity
The Issuer shall repurchase the Bonds at their nominal value on the Maturity Date (except for the Bonds previously purchased and cancelled earlier in compliance with Condition 5.3 (Market Purchases) herein, if any).
5.2 Repurchase and Repayment before Maturity
(a) The Bonds may not be repurchased or paid prior to the Maturity Date except in the event of the Issuer's insolvency or liquidation.
(b) Except as described in (a), repurchase or repayment of Bonds before the Maturity Date shall be allowed only if:
- a prior authorization has been issued by BNB under Art. 78 (1) in conjunction with Art. 77 (b) of Regulation 575/2013 – when five years have elapsed since the issue date;
- the conditions of Art. 78 (1) and Art. 78 (4) (a) or (b) of Regulation 575/2013 have been met and prior authorization has been issued by BNB – when five years have not elapsed since the issue date.
5.3 Market Purchases
(a) The Issuer and its Subsidiaries may purchase Bonds on a regulated market or outside the regulated market only subject to the prior authorization by BNB and within the limits set in accordance with the applicable regulations, including the relevant EBA Regulatory Technical Standards under Regulation 575/2013.
(b) All Bonds purchased by the Issuer or its Subsidiaries may be held and resold or, respectively, may be cancelled at the Issuer's discretion when permitted by law, and in the event that the Bond cancellation requires prior authorization by BNB – after such authorization has been issued (and only if it is issued).
PDF Minutes of Meeting 1.86 MB Download
PDF Minutes of Meeting 1.38 MB Download
PDF Attending bondholders and representatives 555.59 KB Download
Bond conversion
DOC Procedure 63 KB Download
DOC Notification 43 KB Download