Nova Ljubljanska banka d.d., Ljubljana invites investors to subscribe subordinated Tier 2 notes

12th April 2019

Based on the Ljubljana Stock Exchange Rules, the Market in Financial Instruments Act and in line with the Corporate Governance Code of public companies of Ljubljana Stock Exchange, company Nova Ljubljanska banka d. d., Ljubljana (hereinafter also: NLB d.d.) announces the following:

1. Decision to issue subordinated notes (hereinafter also: notes)

Following the public announcement on 20 February 2019, NLB d.d. (hereinafter also: company or issuer) informs the public that it adopted on 5 April 2019 the decision to issue subordinated notes with ticker NLB27 with the following key features:

  • total nominal value of the subordinate Tier 2 notes issue is up to 75 million EUR, corresponding to 750 denominations of 100,000.00 EUR each;

  • unless previously redeemed by the issuer, the nominal principal amount of the notes will be paid in the full amount on 6 May 2029;

  • the fixed coupon interest rate during the first five years will be 4.2% p.a. (based on the 5Y MS and the fixed margin); thereafter the fixed coupon interest rate shall be determined based on the sum of the then applicable reference interest rate (5Y MS) and the fixed margin as defined at the issuance date of the notes;

  • the interest will be calculated as of 6 May 2019 and will be paid annually in arrears on each 6 May, starting on 6 May 2020;

  • the obligations arising under the notes are neither secured nor subject to a guarantee by the issuer or its related persons; 

  • the issuer's obligations arising from the notes are subordinated and have the characteristics required pursuant to Article 63 of the CRR Regulation for inclusion into Tier 2 capital on stand-alone and consolidated level;

  • complete terms and conditions of the notes shall be entered into the central securities register maintained by the KDD and will be published in their entirety in the prospectus.

NLB d.d. shall inform the public about the outcome of the offering on 6 May 2019.

2. Prospectus for the public offering and listing of notes issued by NLB d.d. on the regulated market

On 10 April 2019 NLB d.d. received the decision of SMA no. 40200-1/2019-8 dated 10 April 2019 by approving the description of the notes and the prospectus summary which, together with the company's registration document, and the supplement to the prospectus approved by SMA on 12 April 2019 by its decision no. 40200-1/2019-13, form the complete prospectus for the public offering of up to 750 subordinated notes having ticker NLB27 and admission to listing on the regulated market of the Ljubljana Stock Exchange. The complete prospectus is published on the issuer's website (http://www.nlb.si). The SEOnet (http://seonet.ljse.si) and the RNS information system of the London Stock Exchange (https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) contains a link to the publication on the Issuer's website.

3. Invitation to investors to subscribe the notes and to the roadshow presentation

NLB d.d. is informing the public that it shall start the public offering of the subordinated Tier 2 notes on 15 April 2019. The notes will be offered only to invited qualified investors. The public offering will take place until 26 April at 12.00. The offering does not constitute a commitment by NLB d.d. to issue the notes.

NLB d.d. shall present the subordinated Tier 2 notes issue to potential investors at the roadshow presentation on 15 April 2019. The presentation is available to invited qualified investors for their potential participation in the process of notes issuance.

The prospectus for the public offering and admission of NLB27 notes to trading on regulated market (consisting of Registration Document, Description of notes, the Prospectus summary and the Supplement to the prospectus) is attached to this statement.

The issuer shall carry out itself the activities related to the offering and sale of the notes. Interested investors may obtain additional information about the notes subscription and issue at NLB d.d. Corporate Finance: Brane Gregorec, T: +386 1 476 5104, E: brane.gregorec@nlb.si and Karel Kač, T: +386 1 476 5228, E: karel.kac@nlb.si.

Registration Document

Summary Prospectus

Supplement to the Prospectus

Description of the Notes

Investor Relations