Regulated informationAs of 10 December 2009, ISTROKAPITAL CZ a.s. ("Issuer") began to issue bonds with fixed interest yield 10% p.a., in the total expected nominal value of EUR 150,000,000 (one hundred and fifty million), ISIN CZ0003501694, falling due and payable in 2016 ("Bonds").
Bonds are guaranteed by the Issuer's 100% shareholder, ISTROKAPITAL SE, having its registered office at 41-43 Klimentos Street, Klimentos Tower, 1st Floor, Flat 12, 1061 Nicosia, Cyprus, registration no. SE2 ("Guarantor").
The activities of the administrator related to the payments of the yield and the repayment of the Bonds will be carried out by J & T BANKA, a.s. ("Administrator").
In connection with the Bonds, the Issuer has made a prospectus containing terms of issue ("Prospectus"). The Prospectus has been approved by decision of the Czech National Bank ref. no. 2009/9598/570 dated 3 December 2009, which became legally effective on 4 December 2009, and published in accordance with respective legal rules and regulations.
The Issuer does not intend to publicly offer the Bonds. The Issuer has not authorised, and does not intend to authorise, any person to publicly offer the Bonds, or to offer the Bonds in another way that would constitute a public offer. Publication of the Prospectus does not represent public offer of the Bonds.
Any potential offer of the Bonds made or to be made (including the distribution of the Prospectus and its amendments (if any) to selected investors) in the Czech Republic or abroad is made under the provisions of Section 35(2)(a) of the Act on Capital Market Activities or, as the case may be, under similar exemption in compliance with the applicable foreign regulations, i.e. any offer is targeted exclusively at qualified investors. In compliance with the above, the Issuer has offered, or will offer, the Bonds solely and exclusively to qualified investors and upon agreement therewith. However, the Issuer assumes that the Bonds will be traded on the secondary market after the issue date.
The distribution of the Prospectus and the offer, sale or purchase of Bonds may be restricted by legal rules and regulations in some jurisdictions. The Bonds will not be registered, permitted or admitted by any administrative or other authority of any jurisdiction, save for the Czech National Bank. Therefore, the Bonds will not be, in particular, registered under the US Securities Act of 1933, and may not be offered, sold or delivered on the territory of the United States of America or to US residents otherwise than under an exemption from the registration duty under the aforementioned Act or within transactions that are not subject to this registration duty.
Persons who get hold of the Prospectus are obliged to comply with the restrictions imposed upon the offer, purchase or sale of the Bonds, or the disposal and distribution of any materials related to the Bonds, in any jurisdiction.
The Issuer shall, to the extent required by the generally binding legal rules and regulations and the rules of the regulated securities markets that admit the Bonds for trading, publish reports on its economic results and its financial standing, and fulfill its information duties.
The Prospectus, all the annual reports of the Issuer and the Guarantor, copies of auditor's reports regarding the Issuer and the Guarantor, and all the documents referred to in the Prospectus, including all the documents incorporated in the Prospectus by reference, are available for inspection in the offices of the Issuer at Sokolovská 394/17, 186 00 Prague 8, free of charge on business days during regular business hours from 10:00 a.m. to 2:00 p.m. The documents are also available online on the Issuer's website at www.istrokapital.cz.
In addition, the Prospectus is available free of charge for inspection at the website of the Administrator www.jtbank.cz and in the designated office of the Administrator during regular business hours from 9:00 a.m. to 4:00 p.m. A copy of the administrator's agreement will be available for inspection in the designated office of the Administrator upon request during regular business hours from 9:00 a.m. to 4:00 p.m.
Prospectus_ISTROKAP.CZ10,00_16
Terms of Issue_ISTROKAP.CZ10,00_16
Half-yearly Financial Report ISTROKAPITAL SE 2009
