Public Offering Of Securities

Initial Public Offering (IPO) / Equity Origination

The initial public offering (IPO) * is the issuance /offering sale/ of new shares by a company to the public on a regulated market intended to raise funds /new capital/ for business expansion and investment.
Public offering of corporate securities in the BG must be registered with and approved by the Financial Supervision Commission (FSC) and are normally conducted by an investment underwriter.
The PO of securities provides the issuer with the market access to broad type of investors with different investment goals horizons.
The basic stages of IPO project conducted by EURO-FINANCE are :

• - preliminary advisory service – formulation of capital increase strategy characteristics of issue based on financial analysis of the issuer, market analysis and investors interest
• - preparation of detailed IPO plan and time table
• - preparation of “Prospectus” with accordance with the Bulgarian Legislation
• - approval registration process from Financial Supervision Commission,Central Depositary and Bulgarian Stock Exchange
• - marketing placement

As investment intermediary with the own capital more than 1.5 mln. BGN, Euro-finance can provide the unconditional obligation to subscribe the securities for its own account.

LPOS - LAW ON PUBLIC OFFERING OF SECURITIES
Listing securities:

Listing the securities (stocks) on the regulated market /Bulgarian Stock Exchange – Sofia (BSE) requires that the issuer should be a public company or intends to be a public with accordance with provisions of LPOS (LAW ON PUBLIC OFFERING OF SECURITIES).
The listing process includes all steps described in IPO and registrations the issue with the Bulgarian National Bank (ISIN code), Central Depository AD, Financial Supervision Commission and regulated market (BSE-Sofia AD).
Listing the bonds and other investment products on the regulated market /Bulgarian Stock Exchange – Sofia (BSE) requires that the issuer should be registered in FSC to issuers register complying with provisions of LPOS (LAW ON PUBLIC OFFERING OF SECURITIES).

Equity issues managed by EURO-FINANCE LTD

* Public offering of securities – providing of information for offering of securities addressed to 100 and more persons, or to an indefinite circle of persons. (Art.4. LPOS)

Raising of capital via private placement rather than public placement of securities such as corporate convertible bonds, stocks and others. Private placement is a sale of securities to a relatively small number of investors, generally the institutional investors.

Private placements do not have to be registered with FSC because no public offering is involved.

The preliminary stages for preparation the projects (preliminary advisory service) are identical with the public offering. The basic advantages of private placement are related with need of shorter time for marketing; placement and lack of approval from FSC.
The privately placed securities can later be listed on regulated market.

Debt Underwriting

EURO-FINANCE LTD has managed and participated in the private placement and listing on regulated market of five corporate debt issues totaling BGN 40 mln.

Management and placement of derivative securities.

The process of structuring and organising the issue of derivatives is conducted according to market conditions and well-defined investors’ demand.
EURO-FINANCE LTD conducted the 1st public issue of derivatives, traded on official market – BSE Sofia LTD, known to the investment community as the Bulgarian Depository Receipts Programme /BDR Programme/. Under the Programme (4) four issues have entered the market:

• BDR-Deutsche Telecom
• BDR - Deutsche Bank AG
• BDR - Siemens AG
• BDR - SAP AG.

In accordance to a. 8.2.2. of the ‘Bulgarian Depository Receipts Programme’ Memorandums and the Board of Directors’ decision, dated 23.09.2003, as of 16.10.2003 a procedure for final suspension /termination/ of the issues, comprising the ‘Bulgarian Depository Receipts Programme’ has been started. According to a Certificate dated 05.11.2003, the above-mentioned issues are suspended finally in the Central Depository AD.


Issues managed by EURO-FINANCE LTD

The Special Investment Purpose Companies/Special Purpose Vehicle (SPV) are investment companies that raise the capital issuing stocks and bonds and invest the funds in real estate or receivables according to provisions of ACT ON THE SPECIAL INVESTMENT PURPOSE COMPANIES. The SPV’s are public companies registered and approved by the FSC and the shares are traded on the regulated market.
Euro-Finance provides the clients with the services for implementation of the new SPV projects. The basic stages for creation and listing the SPV are identical with the IPO stages.

Tender offering is a public offering for buying and/or exchange of shares with voting right, issued by a public company and offered by a shareholder that intends to purchase and/or exchange of shares with voting rights of other shareholders of the company. Depending on acquired stake of the capital the tender offers can be voluntary and obligatory. Usually the offered price is at premium to the market price.

Tender offering is carried out under the terms and by the procedures of LPOS and ordinance 13 of FSC for tender offering. The Financial Supervision Commission must approve the tender offers.

• Business Company Valuations
• Restructuring
• Mergers and Acquisitions
• Financial Analysis
• Debt Analysis
• Capital Structure
• Investment Projects
• Credit consulting

• Market Making
• Researches