Summary Prospectus. for admission of bonds of Petrol d.d., Ljubljana PET2 to trading on a regulated market

Transcription

1 Summary Prospectus for admission of bonds of Petrol d.d., Ljubljana PET2 to trading on a regulated market Ljubljana, January 2012

2 Important notice: The language of the Summary Prospectus below is an unofficial translation of the Slovenian language original entitled Prospekt za uvrstitev obveznic družbe Petrol d.d., Ljubljana z oznako PET2 v trgovanje na organiziranem trgu into English. Translation is for information purposes only. Only the Slovenian language version of the full original terms and conditions of the bonds, the Prospectus and the Summary Prospectus written in Slovenian language shall be considered as formal documents and shall prevail over any English language version thereof. 1. Summary Prospectus for admission of bonds to trading on a regulated market 2. Issuer of the bonds The issuer of the bonds is Petrol, Slovenska energetska družba, d.d., Dunajska cesta 50, 1527 Ljubljana, Slovenia (hereinafter: Petrol d.d., Ljubljana or the Issuer). As at 30 September 2011, the Petrol Group was composed of the parent company Petrol d.d, Ljubljana and 33 subsidiaries, jointly controlled entities and associates. Petrol Group is present on 10 markets: in Slovenia, countries of South-East Europe and Cyprus. The core area of operations of the issuer is oil trading activities, trading in supplementary merchandise and services. The Petrol Group is the largest Slovenian energy group, which is growing into one of the leading regional providers of energy and environmental products and services. Petrol s primary activity is trading in petroleum products. The widespread retail network of gas stations, including many strategic positions, which offers the drivers more than just a service station, is one of Petrol s main strategic advantages. During the last years Petrol started with intense development of its energy division. The share capital of the Issuer as registered in the Court Register amounts to EUR 52,240, Description of bonds Bond form: Ordinary registered bond, denominated in EUR, issued in dematerialised form, with a fixed coupon, with securities code PET2 and ISIN code SI Maturity of bonds: The principal of the bonds falls due on 20 December Interest rate and method of interest calculation: The fixed nominal interest rate of the bond is 6.75% p.a. Interest is calculated on the nominal value of bonds as at each day of interest maturity date according to a linear method, which means that the interest rate is multiplied by the nominal value of the bond, taking into account the actual number of days in the interest-accruing period and the actual number of days in the year. Interest shall be rounded up to two decimals. Interest shall be calculated from 20 December Interest due for payment on the interest due date is calculated for the interest period starting on the last previous date on which interest was due (or 20 December 2011 in the case of the first payment of interest on the principal) and ending on the interest due date, but excluding interest due date. Method and period of payment of interest and principal: The Issuer shall pay the interest and the bond principal (bond obligations) in accordance with the repayment schedule. 1

3 Repayment schedule for the bond with the nominal value of EUR 1,000.00: Payments of bond obligations (in EUR) No. Due date Interest Principal Total , , Total , ,337,50 Bonds bear interest per annum in arrears, on 20 December in each year, until maturity of the bonds. The first payment shall be made on 20 December The last payment shall be made upon the maturity of the bond on 20 December The nominal value of the principal falls due for payment in full on the maturity date of the bond on 20 December 2016 in a single amount. Bond obligations are paid in EUR. The Issuer pays its obligations arising from bonds upon evidence of the bond holders in the Central Securities Registry at Central Securities Clearing Corporation (hereinafter: KDD) into the accounts of beneficiaries or their authorized persons as at the date of maturity of a bond obligation. Other type of payment of the Issuer's bond obligations is possible only upon prior Issuer's notification about the methods of payment of its bond obligations. A beneficiary entitled to payments arising from bond obligations is a person on whose behalf the bonds have been entered into the Central Securities Registry at least four trading days prior to the date of the maturity, or as determined by the Rules of the Ljubljana Stock Exchange. If a beneficiary of any amount arising from bonds does not receive payment to his/her account on the date of maturity of bonds, he/she shall notify the Issuer immediately specifying the correct details of his/her account or other required data, so that the Issuer will be able to make payment into the beneficiary s account. In the case the information regarding the beneficiary is incomplete, thus rendering the Issuer unable to make payments arising from bond obligations in the manner defined in accordance with this Prospectus, or in any other manner defined by the Issuer pursuant to the regulations, the beneficiary shall not be entitled to receive interest as from the bond maturity date. If any amount arising from the bonds falls due for payment on the day that is not a business day in the Republic of Slovenia, the beneficiary shall be entitled to payment of such amount on the first next business day after the maturity date of such amount and the beneficiary shall not be entitled to interest or any other payment in relation to any such delay. Business day means such day on which payments can be executed in the Republic of Slovenia in domestic currency on accounts during regular working hours, which is not on Saturday, Sunday, national holiday or other non-working day. Collateral: Bonds are not specifically collateralised or guaranteed. The settlement of 2

4 bond obligations is guaranteed against the Issuer s entire assets. Other rights arising under the bonds: The bonds give eligible parties the right to principal and interest payments, the right to use the bond freely or to pledge it as security, and other rights laid down in applicable securities regulations. The bonds do not give any other rights, including the possibility to exchange them for other types of securities. The bonds do not give the right to a share of the Issuer's profit. The bonds do not contain provisions that would give the Issuer the right to call its securities for redemption before their maturity. The bond holder does not have the right to require the Issuer to make an early settlement of the bond receivables, i.e. before the dates laid down in the repayment schedule. Commitments and limitations related to bond issue: The issuer will not encumber its assets nor will it allow the assets of its subsidiaries to be encumbered until its entire bond obligations have been settled in full. In this connection, the following applies: 4. Total nominal value of the complete issue»encumbrance of assets«means any establishment of a lien, mortgage, land charge, possessory lien or other exclusive right to payment based on immovable and movable property, securities and other assets, which takes place after the bonds have been issued, unless such encumbrance does not exceed 1% of the Issuer's assets and of the assets of its subsidiaries as evident from the most recent financial statements; in the case the obligations from this paragraph are violated, current bond holders have the right to require immediate early payment of the bond s principal and accrued interest, unless the issuer encumbers its assets against a collateral that is at least equivalent to the new encumbrance and is also used to secure its obligations to current bond holders. The total nominal value of the bond issue is EUR 33,000, Denomination structure The bonds are issued in denominations of EUR 1, The whole bond issue is composed of 33,000 bond denominations of EUR 1, The bonds are admitted to trading on the regulated bond market of the Ljubljana Stock Exchange 7. Other important facts related to the Issuer The initial sale of the bonds was conducted according to item 3 of the first paragraph of Article 49 of the Market in Financial Instruments Act (hereafter: ZTFI) for which publication of a prospectus is not required, namely for the offering of securities which is intended for investors known in advance who each undertake to purchase securities in the total amount of at least EUR 50, The subscription and payment of bonds took place at Nova Ljubljanska banka d.d., Ljubljana. The bonds were subscribed and paid in by 42 investors at a price of % of the bond nominal value. 3

5 The bonds were issued in dematerialised form on 23 December 2011, through the book entry of bonds to the relevant accounts of the holders opened with KDD, in accordance with the KDD s rules. Pursuant to the Dematerialized Securities Act the beneficial owner of a dematerialised bond is a person in whose name the bond is entered in the securities account held with KDD. The purpose of the bond issue is to finance the Issuer's investments and to regulate its balance sheet structure with the aim of financing long term investment projects by using long term sources of finance. In Section 2 of the Prospectus the risk factors which could influence the Issuer's ability to discharge the obligations to investors in bonds are presented in detail. The most relevant and probable business risks comprise all financial risks: price, foreign exchange, credit, liquidity and interest rate risks. To control and manage these risks, the most rigorous control system possible is required. Such a system is implemented within the Petrol Group and described more in detail in sections dealing with individual financial risks. In addition to financial risks, most relevant and probable risks include financial environment risk, commercial risk, strategic decision-making risk, business and financial decisionmaking risk, economic environment risk and legislation and regulation risk. Risks arising from bonds: Liquidity risk: The bonds will be listed in Ljubljana Stock Exchange. However, there is no guarantee that active trading in these bonds would develop or that such trading would last until the final maturity of these bonds. If active trading does not develop after the issue, that can have negative impact on market price and liquidity of the bonds. Credit risk: The bonds are not in any way collateralised or covered by a guarantee. The Issuer shall guarantee by all its assets for the obligations arising from bonds. In the event of bankruptcy or liquidation of the Issuer, payment of bondholder claims would be equal, in terms of priority, to payment of claims of other unsecured and unsubordinated Issuer s creditors. Interest rate risk: Interest on the bonds is calculated from the nominal value of bonds on the basis of the fixed interest rate, so the value of the bond obligations is fixed and not exposed to interest rate risk. The risk of change in the selling price on the regulated market: Movement of the market price of bonds on the regulated market depends on supply and demand for bonds and the interest rate movements in the market. Excess demand for bonds could lead to an increase in the market price of bonds and excess supply for bonds could lead to a decrease in the market price of bonds. In case of an increase in market interest rates bondholders could require a higher return on bonds, which could lead to a decrease in the market price of bonds on the regulated market. In case of a decrease in market interest rates bondholders could expect a lower return on bonds, which could lead to an increase in the market price of bonds on the regulated market. 8. The stockbroking companies participating in admission of bonds to trading on a regulated market Nova Ljubljanska banka d.d., Ljubljana, Trg republike 2, 1520 Ljubljana has carried out all the procedures related to the admission of bonds to trading on the stock exchange market. 9. Important notices Together with this Summary Prospectus, the Prospectus containing detailed data that enable an insight in the Issuer s legal status, its financial position, business opportunities and rights arising from bonds has also been compiled. The Prospectus is published on the Issuer's website and in the SEOnet information system. 4

6 The Summary Prospectus should be considered as an introduction to the Prospectus and must be read together with the Prospectus. The investor s decision to buy bonds must be based on the information provided in Prospectus as a whole. If an investor initiates legal proceedings as the plaintiff in relation to the information contained in the Prospectus, such investor shall bear the costs of translating the Prospectus into the official language of the court before the legal proceedings are initiated. The persons who have compiled the Prospectus, including its translation, and required its notification, shall be liable for damages, but only if the Summary Prospectus is misleading, inaccurate or internally inconsistent, when assessed together with other parts of the Prospectus. 5