Www.bulgariaholding.com
QUARTERLY FINANCIAL ACTIVITY
REPORT
AS OF 30 SEPTEMBER 2011
/consolidated/
As per the requirements of article 100o, para. 4 of LPOS and
article 33, paragraph 1 of Regulation 2 on the prospectuses for the public offering and admission to trade at a regulated securities market and the disclosure of information by the public companies and the other issuers of securities
INTERIM ACTIVITY REPORT /consolidated/
I. Significant events occurring during the first, second and third quarter of 2011 and their impact on the results in the financial statements
1. Operating activities
On 15 April 2011 Bulyard Shipbuilding Industry AD, a subsidiary of Industrial Holding Bulgaria Plc officially handed over the new ship Diamond Stars to the ship owner Diler Shipping and Trading Inc., Turkey. The ship has a capacity of 55,500 DWT, it is a bulk-cargo ship with an unlimited navigation region. The ship is the first of series Futures 56 licensed by IHI Marine United Inc. built in Europe with equipment of Mitsubishi Corporation and under the supervision of Class NK. Currently, Bulyard SI is building two more such ships.
On 11 February 2011 company Ship Design AD was deleted from the Trade Register and its activity was terminated.
On 10 May 2011 Bulyard Shipbuilding Industry, a subsidiary of IHB, commissioned ship with construction number 103, owned by the Turkish company – ship owner Diler Shipping & Trading. This is a 56,000-ton bulk cargo ship, the second of series Future-56, currently being built at Bulyard SI and in Europe. The project was licensed by Japanese company IHI Marine United Inc. and most of the equipment was manufactured and supplied by Mitsubishi Corporation. The construction of the second largest vessel in the history of the dockyard was conducted under the supervision of classification body NKK.
In June 2011, IHB took part in the capital increase of KLVK AD which was increased by 5,740,000 new shares with a nominal value of BGN 1 each and issue price of 3.30 BGN each. The increase was fully subscribed by IHB with a total issue value of BGN 18,942,000.
In June 2011, the increase of capital of KRZ Port Bourgas was registered with the Commercial Register by issuing 2,497,224 new shares with a nominal value of BGN 1 each and subscribed by IHB.
In June 2011, IHB acquired 25,000 shares from the capital increase of AgroManage AD representing 33.33% of the capital of the company. AgroManage AD provides management services for the ELARG Agricultural Land Opportunity Fund REIT.
The shipbuilding contract for ship with Hull N 103 between Bulyard Shipbuilding Industry EAD and Diler Shipping and Trading Inc., Turkey was canceled in August. The ship will be built for Serdika Ltd. - a 100% subsidiary of Bulyard Shipbuilding Industry EAD.
On 20 October 2011 Bulyard Shipbuilding Industry, delivered officially the new ship Diamond Sea to the ship owner Serdika Ltd. The ship is 55 500 DWT bulk carrier with unlimited region of sailing. The ship is the second of Future-56 series built in Europe under a license of IHI Marine United Inc. with equipment supplied by Mitsubishi Corporation and under the supervision of Class NK.
Operating results
The IHB management takes measures for optimization of the activity. New investment projects also were started which created good opportunities for future growth and competitive market advantage for the group.
The operating results are shown in the table below:
|Indicators |2008 |2009 |2010 |3Q2010 |3Q 2011 |
|/on a consolidated basis/ | | | | | |
|/BGN thousand/ | | | | | |
|Income from sales |143 469 |76 147 |92 075 |75 884 |91 824 |
|Operating profit/(loss) |9 323 |(4 294) |(30 571) |7 810 |464 |
|Net financial income / expenses |2 646 |1 926 |4 229 |6 638 |(3 957) |
|Profit/loss prior to taxation |14 149 |(373) |(24 581) |595 |(286) |
|Profit/loss after taxation |12 811 |(1 120) |(24 690) |282 |(753) |
|Profit/loss after taxation for the majority owners |11 913 |1 634 |(13 176) |1 963 |2 943 |
The realized sales on consolidated base for the ninth months 2011 increased with 21% compared to the same period 2010. Most of the companies reported higher sales compared to the ninth months last year – sales from maritime transport increased 82%, from metal-cutting machines – 46% increase, from electrical machines – 50% increase, from port operations - 39% increase, from ship repair 366% increase. The income from shipbuilding has 3% increase. The positive fact is accompanied with reduction and optimization of operating expenses and a maximum usage of the internal-group resources.
The consolidated result from operating activity for the ninth months 2011 is a profit BGN 464 thousands compared to loss BGN 7 810 thousands for the same period 2010.
The net financial expenses are BGN 3 957 thousands.
The management of Industrial Holding Bulgaria makes everything possible to improve the ratio on consolidate basis by increasing the sales of the subsidiaries. Despite of the income growth the short-term forecasts do not foresee new serious positive growth. At the same time the expectations for inflation, the difficulties in the Euro zone, the problems in the Middle East and North Africa, and the stagnation on the shipping market impose additional instability. The expectations for better financial results of the Group for the entire 2011 in comparison with the previous year are due to the operating of four ships owned by the Group and the improving situation in the export of metal cutting machinery which are also reflected in the better financial results for the first half of 2011 in comparison with the same period in the previous year. The consolidated financial result before taxation is loss of BGN 286 thousand versus BGN 595 thousand for the same period in 2010. The consolidate result after taxation for the majority holders for the period is profit amounting to BGN 2 943 thousand in comparison with profit of BGN 1 963 thousand for the nine months of 2010.
2. Corporate events
On 4 April 2011 the Management Board of Industrial Holding Bulgaria Plc disclosed the results of the completed initial public offering of shares in the capital increase of Industrial Holding Bulgaria Plc as per the Prospectus for Initial Public Offering approved with decisions of FSC N67-Е/02.02.2011 as follows:
The public offering (subscription) of shares in the capital in Industrial Holding Bulgaria AD was successfully completed, with the following results:
• End date of the public offering – 31 March 2011
• Total number of rights issued - 58,282,079.
• Total number of shares offered for subscription - 9,713,679.
• Number of subscribed and paid in shares in the capital increase - 9,696,464.
• Amount received from the subscribed and paid in shares to the fund raising account opened with Allianz Bulgaria AD - BGN - 9,987,357.92.
• Costs for the public offering – amount of the commissions, remunerations and other expenses for the public offering, including the fees paid to FSC – BGN 56,323.
The issuer and its investment intermediary did not have any difficulties; there were no disputes, etc., during the trading of the rights and the subscription of the shares.
On 7 April 2011 the Registry Agency entered the capital increase of Industrial Holding Bulgaria from 58,282,079 to BGN 67,978,543 through the issue of 9,696,464 new dematerialized registered voting shares with par and issue value of BGN 1 and issue value of BGN 1.03. The Financial Supervision Commission entered the issue with a decision from 27 April 2011. The issue is due to be registered at Bulgarian Stock Exchange - Sofia.
As a result of this capital increase of Industrial Holding Bulgaria and as per the Prospectus for Public Offering of Convertible Bonds, confirmed with Decision of FSC №1127-Е/28.08.2008 according to which the Company issued 216,496 dematerialized, interest-bearing, convertible, freely transferable and unsecured bonds with nominal and issue values of BGN 100 each, a correction of the conversion ratio and the conversion price was made. After the recalculations made according to the formulae in the Prospectus, the adjustment factor is 1.009, whereupon a new conversion ratio of 12.132 and a new conversion price of 8.2425 is arrived at. The new conversion ratio enters into force as of 7 April 2011.
ADJUSTMENT OF THE CONVERSION RATIO
Nominal value per bond: BGN 100,000
Conversion ratio 12.024
Conversion price BGN 8.3167
Issue value per new share BGN 1,030
Number of rights per share 6
Price per share as of the last day of trading with rights (average weighted price) 18 April 2011 - BGN 1.102.
Price per share as of the first day of trading without rights (average weighted price) 21 April 2011 - BGN 1.100.
Price of right (theoretical) BGN 0.0103
Adjustment factor 1,009
New conversion price BGN 8.2425
New conversion ratio 12,132
The Supervisory Board of INDUSTRIAL HOLDING BULGARIA Plc. /hereinafter referred to as the Company/, with seat and management address 42 Damyan Gruev Str., Sofia, with UIC:121631219, with its decision from 12.05.2010 convenes a regular annual General Assembly of the Shareholders of the Company on 30 June 2010 from 10.00 a.m. to be held at 16-20 Alabin Str., Sofia, in the building of the Bulgarian Chamber of Commerce, the conference hall on the first floor, under the following Agenda and the following draft decisions:
1. Acceptance of the Activity Report of the Company for 2010 and the Consolidated Activity Report of the Company for 2010
Draft decision: The General Meeting of the Shareholders accepts the Activity Report of the Company for 2010 and the Consolidated Activity Report of the Company for 2010
2. Acceptance of the Report of the Registered Auditor for the audit made of the Annual Financial Statements of the Company for 2010 and the Report of the Registered Auditor for the audit made of the Consolidated Annual Financial Statements of the Company for 2010.
Draft decision: The General Meeting of the Shareholders accepts the Report of the Registered Auditor on the audit made of the Annual Financial Statements and the Report on the audit made of the Consolidated Annual Financial Statements of the Company for 2010.
3. Acceptance of the Annual Financial Statements of the Company for 2010 and the Consolidated Financial Statements of the Company for 2010
Draft decision: The General Meeting of the Shareholders accepts the Annual Financial Statements of the Company for 2010 and the Consolidated Financial Statements of the Company for 2010
4. Adopting of a decision for allocation of the earnings of the Company for 2010.
Draft decision: The General Meeting of the Shareholders adopts a decision for allocation of the earnings of the Company for 2010 amounting to BGN 5,036,664.47 as follows:
• 10% to be allocated to the Reserve Fund;
• The rest to remain as retained earnings of the Company.
5. Report on the Activity of the Investor Relations Director for 2010.
6. Report on the Activity of the Audit Committee of the Company for 2010.
7. Release from liability of the members of the Manager Board and the Supervisory Board for their activities in 2010.
Draft decision: The General Meeting of the Shareholders releases from liability for their activities in 2010:
As members of the Supervisory Board
• Snezhana Ilieva Hristova
• Konstantin Kumov Zografov
• DZH AD, represented by Elena Petrova Kircheva.
As members of the Management Board:
• Bozhidar Vasilev Danev,
• Daneta Angelova Zheleva,
• Borislav Emilov Gavrilov,
• Boyko Nikolov Noev,
• George Yanchev Momchilov.
8. Determining of the remuneration of the members of the Supervisory Board and the Management Board of the Company for 2011.
Draft decision: The General Meeting of the Shareholders determines the monthly remuneration of the members of the Supervisory Board and the Management Board of the Company for 2011 to the same amount as in 2010.
9. Amendments to the Articles of Association of the Company.
Draft decision: The General Meeting of Shareholders approves the following changes in the Articles of Association of the Company:
1. In Article 12a, Paragraph 1 the date “25 July 2008” shall be replaced with the date “30 June 2011”, and the phrase "up to BGN 100,000,000 /one hundred million/” shall be replaced with the phrase “up to BGN 120,000,000 /one hundred and twenty million/”. In Paragraph 2 of the Final Provisions after the phrase "ended 31 March 2011" a comma shall be placed and the phrase “and with a decision of the general meeting of the Company held in Sofia on 30 June 2011” shall be added.
10. Adopting a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds.
Draft decision: The General Meeting of the shareholders: 1. Adopts a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:
• Total nominal and issue value of the debenture loan: Up to BGN 21,718,000 /twenty-one million, seven hundred and eighteen thousand/;
• Nominal value per bond: BGN 100 /one hundred/.
• Issue value per bond: BGN 100 /one hundred/.
• Number of bonds: Up to 217,180;
• Minimal amount at which the loan is deemed as concluded: the loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 11,000,000 /eleven million/;
• Term (maturity of the debenture loan: 3 /three/ years (36 months);
• Interest rate: 8.00% per year;
• Interest payment period: 6 months;
• Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange.
• Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN BG2100024087, issued by Industrial Holding Bulgaria Plc.
• Procedure and conditions for issuance of the bonds:
Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand.
Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue. Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point.
2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank.
3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc: As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds:
- to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares;
- to determine the commitments to be undertaken by Industrial Holding Bulgaria PLc to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan;
- to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the Initial Public Offering of Securities Act.
- to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD. The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company.
11. Selection of a registered auditor of the Company for 2011.
Draft decision: The General Meeting of the Shareholders selects the recommended by the Audit Committee registered auditor of the Company for 2011.
12. Miscellaneous.
All shareholders or persons authorized by them are invited to take part in the General Meeting.
Right to participate and vote at the General Meeting is granted only to persons entered in the registers of Central Depository AD as shareholders 14 days prior to the date of the General Meeting , i.e. prior to 16.06.2011.
As of the date of the decision of convention of the General Meeting of the shareholders – 18 May 2011 – the total number of voting shares in the capital of the Company is 67,978,543.
The present invitation together with the written materials related to the agenda of the General Meeting of Shareholders shall be published on the internet site of the Company – - for the period from the entry of the invitation into the Trade Register to the closing of the General Meeting of Shareholders.
The written materials under 224 of the Commerce Act /CA/ are at the disposal of the shareholders also at address: Sofia City, 47 Vassil Levski Blvd., every working day from 3 p. m. to 5 p. m. as of the entry of the invitation into the Trade Register. The materials shall be provided to the shareholders upon presentation of an identity document, and to the proxies of the shareholders – upon presentation of an explicit proxy in writing, the original of which shall be kept with the archives of the Company.
Persons holding together or separately at least 5 percent of the capital of the Company may request the inclusion of items and propose decisions on already included items in the agenda of the General Meeting following the procedure of Article 223а of CA, for which purpose no later than 15 days prior to the opening of the General Meeting they are to submit for announcement in the Trade Register the items to be included in the agenda and the proposed decisions. The shareholders submit to the Financial Supervision Commission and to the Company no later than the following working day after the announcement of the items in the Trade Register the materials under Article 223а, Paragraph 4 of CA.
The shareholders have the right to raise issues during the General Meeting.
The shareholders have the right to authorize any natural person or legal person to participate and vote at the General Meeting on their behalf, pursuant to the following rules, also announced at the web site of the Company :
1. A proxy or shareholder may also be a member of the Management or Supervisory Board of the Company if the principal has explicitly indicated the manner of voting under each of the items of the agenda.
2. The proxy has the same rights to speak and raise issues at the General Meeting as the respective represented shareholder.
3. The proxy is obliged to exercise the voting right in compliance with the instructions (directions) of the principal, contained in the power of attorney.
In case that the proxy deviates from the instructions provided in the respective power of attorney, the votes under these shares for the respective vote are considered void.
4. The proxy may represent more than one shareholder at the General Meeting of the Company.
In this case the proxy may vote differently under the shares held by the separate shareholders represented by the proxy.
5. The power of attorney for representation of a shareholder at the General Meeting of the Shareholders has to be executed in writing, with the signature of the principal certified by a notary public, and needs to refer to the specific General Meeting, to be explicit and to indicate:
a/ the full data of the shareholder – principal and of the proxy;
b/ the number of shares referred to by the power of attorney;
c/ the agenda for the items raised for discussion;
d/ the proposals for decisions for each of the items of the agenda;
e/ the manner of voting under each of the items, or if such is not supplied, an explicit clause that the proxy has the right to discretion whether to vote and in what manner;
f/ date, place and signature.
6. The notification for authorization may also be submitted electronically. In this case the Company has to be informed at the following e-mail: ir@ through a notice signed with a universal electronic signature (in the sense of the Law on Electronic Documents and Electronic Signatures /LEDES/) of the shareholder – principal (for natural persons) or the lawful representative of the shareholder – principal (legal persons).
The principal encloses with the electronic notice for authorization scanned originals of: the power of attorney certified by a notary public drafted following the template approved by the Company, a current registration certificate issued no sooner than 3 months prior to the date of the General Meeting, and in case that the same are in a foreign language, they are presented together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers), and all electronic images of the documents have to be signed with the universal electronic signature of the shareholder – principal (for natural persons) or of the lawful representative of the shareholder – principal (for legal persons).
7. A template of the power of attorney for representation of a shareholder in the General Meeting is provided to the shareholders together with the materials regarding the General Meeting of the Shareholders.
8. All powers of attorney together with the enclosed documents have to be received at the following address: 47 Vassil Levski Blvd., Sofia or at the following electronic address: ir@ within 2 working days prior to the date of the General Meeting – 28 June 2011 and 29 June 2011, but no later than 4 pm on 29 June 2011.
6. The notification for authorization may also be submitted electronically. In this case the Company has to be informed at the following e-mail: ir@ through a notice signed with a universal electronic signature (in the sense of the Law on Electronic Documents and Electronic Signatures /LEDES/) of the shareholder – principal (for natural persons) or the lawful representative of the shareholder – principal (legal persons).
The principal encloses with the electronic notice for authorization scanned originals of: the power of attorney certified by a notary public drafted following the template approved by the Company, a current registration certificate issued no sooner than 3 months prior to the date of the General Meeting, and in case that the same are in a foreign language, they are presented together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers), and all electronic images of the documents have to be signed with the universal electronic signature of the shareholder – principal (for natural persons) or of the lawful representative of the shareholder – principal (for legal persons).
7. A template of the power of attorney for representation of a shareholder in the General Meeting is provided to the shareholders together with the materials regarding the General Meeting of the Shareholders.
8. All powers of attorney together with the enclosed documents have to be received at the following address: 47 Vassil Levski Blvd., Sofia or at the following electronic address: ir@ within 2 working days prior to the date of the General Meeting – 28 June 2011 and 29 June 2011, but no later than 4 pm on 29 June 2011.
10. The withdrawal of a representation, for which the Company has to be duly notified, has to be made following the procedure envisaged by law.
11. The re-authorization with rights under the power of attorney, as well as a power of attorney issued in violation of the above rules is null and void.
12. Voting by correspondence or with electronic means is not permitted.
The registration of shareholders starts at 9 am on 30.06.2011 at the place where the General Meeting of the Shareholders is to be held. To register and participate in the General Meeting the shareholders which are natural persons must present an identity document. The representatives, when lawful representatives of shareholders – legal persons have to present an identity document and a copy of the current registration certificate certified by a power of attorney issued no sooner than 3 months prior to the date of the General Meeting, and in case the same are in a foreign language, they are presented, together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers).
In case of lack of quorum pursuant to Article 227, Paragraph 3 of CA the General Meeting will be held on 15.07.2011 at 10 am at the same place and following the same agenda, and it is legally independent of the capital represented therein. Pursuant to Article 115b, Paragraph 1 of Public Offering of Securities Act only persons entered as shareholders as of 16.06.2011 have the right to take part and vote at this session of the General Meeting. No items under Article 223a of Commerce Act may be included in the agenda of the new session.
Materials and Power of Attorney template
DECISIONS of the ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF INDUSTRIAL HOLDING BULGARIA AD
30 June 2011, Sofia City, 16-20 Alabin Street, at the building of the Bulgarian Industrial Association
1. Acceptance of the Activity Report of the Company for 2010 and the Consolidated Activity Report of the Company for 2010
Decision: The General Meeting of the Shareholders accepts the Activity Report of the Company for 2010 and the Consolidated Activity Report of the Company for 2010
2. Acceptance of the Report of the Registered Auditor for the audit made of the Annual Financial Statements of the Company for 2010 and the Report of the Registered Auditor for the audit made of the Consolidated Annual Financial Statements of the Company for 2010.
Decision: The General Meeting of the Shareholders accepts the Report of the Registered Auditor on the audit made of the Annual Financial Statements and the Report on the audit made of the Consolidated Annual Financial Statements of the Company for 2010.
3. Acceptance of the Annual Financial Statements of the Company for 2010 and the Consolidated Financial Statements of the Company for 2010
Decision: The General Meeting of the Shareholders accepts the Annual Financial Statements of the Company for 2010 and the Consolidated Financial Statements of the Company for 2010.
4. Adopting of a decision for allocation of the earnings of the Company for 2010.
Decision: The General Meeting of the Shareholders adopts a decision for allocation of the earnings of the Company for 2010 amounting to BGN 5,036,664.47 as follows:
• 10% to be allocated to the Reserve Fund;
• The rest to remain as retained earnings of the Company.
5. Report on the Activity of the Investor Relations Director for 2010. No decision taken.
6. Report on the Activity of the Audit Committee of the Company for 2010. No decision taken.
7. Release from liability of the members of the Manager Board and the Supervisory Board for their activities in 2010.
Decision: The General Meeting of the Shareholders releases from liability for their activities in 2010:
As members of the Supervisory Board:
• Snezhana Ilieva Hristova,
• Konstantin Kumov Zografov,
• DZH AD, represented by Elena Petrova Kircheva.
As members of the Management Board:
• Bozhidar Vasilev Danev,
• Daneta Angelova Zheleva,
• Borislav Emilov Gavrilov,
• Boyko Nikolov Noev,
• George Yanchev Momchilov.
8. Determining of the remuneration of the members of the Supervisory Board and the Management Board of the Company for 2011.
Decision: The General Meeting of the Shareholders determines the monthly remuneration of the members of the Supervisory Board and the Management Board of the Company for 2011 to the same amount as in 2010.
9. Amendments to the Articles of Association of the Company.
Decision: The General Meeting of Shareholders approves the following changes in the Articles of Association of the Company:
1. In Article 12a, Paragraph 1 the date “25 July 2008” shall be replaced with the date “30 June 2011”, and the phrase "up to BGN 100,000,000 /one hundred million/” shall be replaced with the phrase “up to BGN 120,000,000 /one hundred and twenty million/”;
2. In Paragraph 2 of the Final Provisions after the phrase “ended 31 March 2011” a comma shall be added and the phrase “and with a decision of the General Meeting of the Company held in the city of Sofia on 30 June 2011.” shall be supplemented.
10. Adopting a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds.
Decision: The General Meeting of the shareholders:
1. Adopts a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:
• Total nominal and issue value of the debenture loan: Up to BGN 21,718,000 /twenty-one million, seven hundred and eighteen thousand/;
• Nominal value per bond: BGN 100 /one hundred/.
• Issue value per bond: BGN 100 /one hundred/.
• Number of bonds: Up to 217,180;
• Minimal amount at which the loan is deemed as concluded: the loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 11,000,000 /eleven million/;
• Term (maturity of the debenture loan: 3 /three/ years (36 months);
• Interest rate: 8.00% per year;
• Interest payment period: 6 months;
• Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange.
• Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN BG2100024087, issued by Industrial Holding Bulgaria Plc.
• Procedure and conditions for issuance of the bonds:
• Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand.
• Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue. Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point.
2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank.
3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Pl: As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds:
- to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares;
- to determine the commitments to be undertaken by Industrial Holding Bulgaria PLc to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan;
- to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the the Initial Public Offering of Securities Act.
- to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD. The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company.
11. Selection of a registered auditor of the Company for 2011.
Decision: The General Meeting of the Shareholders selects the recommended by the Audit Committee registered auditor of the Company for 2011.
Minutes AGM /in Bulgarian/
With decision from 12.07.2011 г. the Registration Agency registered in the Trade Register changes in the Statute of Industrial Holding Bulgaria PLC.
Statute
On June 30th 2011 the General Meeting of the Shareholders adopted a Decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds – as fully described above.
On June 1st 2011 the General Meeting of the bondholders holding convertible bonds ISIN BG2100024087 approved the decision of the General Meeting of the Shareholders for the issuance of new convertible bonds.
On June 13th 2011 the Management Board of Industrial Holding Bulgaria Pl as per an authorisation from the General Meeting appoints KBC Securities - N.V. - Bulgaria as an investment intermediary to serve the subscription of the public offering of convertible bonds that will be issued by Industrial Holding Bulgaria plc, on the ground of the Decision of the General Meeting of Shareholders of Industrial Holding Bulgaria plc as of June 30th 2011.
On June 18th 2011 the Management Board of Industrial Holding Bulgaria specified the parameters for the debenture loan on the basis of the Decision of the General Meeting of Shareholders of Industrial Holding Bulgaria plc as of June 30th 2011 and adopted a Prospectus for the initial public offering of the issue of convertible bonds.
The Prospectus is approved by FSC with decision № 525-Е / 19.08 2011 г. and is published on the IHB website . On 26.08.2011 an announcement for the public offering of convertible bonds was published in the State Gazette, Dnevnik newspaper and on IHB website with which the offering of bonds begins.
On 18 October 2011 The Management Board of Industrial Holding Bulgaria PLC informs about the results of the closure of the initial public offering of convertible bonds of Industrial Holding Bulgaria PLC, on the base of a Prospect for public offering, approved with a decision of FSC 525-Е/19.08.2011 as follows:
The public offering of convertible bonds of Industrial Holding Bulgaria PLC closed successfully with the following results:
- Closing date of the public offering – 17.10.2011.
- Total number issued rights – 67,978,543.
- Total number of convertible bonds offered for subscription - 217,180.
- Number of subscribed and paid convertible bonds – 217,139.
- Amount received from the subscribed and paid convertible bonds in the special account in Allianz Bank Bulgaria AD – BGN 21,713,900.
- Expenses on the public offering – size of commissions, fees and other expenses on the public offering, including fees to FSC – BGN 146,300.
The issuer and the investment intermediary for the offering did not meet any difficulties, there were no disputes and other of the kind during the trading of rights and subscription of shares.
With decision from 20.10.2011 the Trade Registry published announcement for bond issue of Industrial Holding Bulgaria AD under the following terms and conditions:
Total nominal value (bond issue amount) - BGN 21,713,900 (twenty one million seven hundred and thirteen thousand and nine hundred), distributed in 217 139 (two hundred and seventeen thousand hundred and thirty nine) dematerialized interest-bearing convertible freely transferable unsecured bonds of par value BGN 100 (one hundred) each;
• Term (maturity) of the bond issue: 3 /three/ years (36 months) as of the issue date;
• Date from which the maturity term is counted - 18.10.2011
• Interest - 8.00 % (eight percent) on an annual basis;
• Period of interest payment: 6 months;
• Conversion rate: 50, which defines conversion price of BGN 2.00 (two);
• Conversion: on the due date of the issue;
• Payment dates: for the principal - single, on the due date; for interest payments: 18.04.2012, 18.10.2012, 18.04.2013, 18.10.2013, 18.04.2014 and 18.10.2014;
• Bank servicing the bond issue payments – The payments are made by the Central Depositary with abidance by the requirements of Ordinance No. 8;
The First General Meeting of Bondholders
On the grounds of Art. 206, para 6 and 7 of the Trade Act, the Board of Industrial Holding Bulgaria AD summons the First General Meeting of Bondholders, possessing convertible bonds issue ISIN code BG2100018113. The General Meeting shall be held on 10.11.2011 at 10.00 a.m. in the city of Sofia, 16-20 Alabin St., Bulgarian Industrial Chamber, in the meeting room on the first floor with the following agenda:
1. Election of representative/s of the bondholders.
2. Fixing the remuneration of the representative/s of the bondholders.
3. Miscellanies.
All bondholders holding bonds from the present issue convertible bonds of Industrial Holding Bulgaria AD are invited to participate in the General Meeting personally or by proxy. Right to participate and vote in the General Meeting of bondholders have the entities registered as bondholders with the Central Depository AD as at the date 3 (three) days before the Meeting. The registration of the bondholders or their representatives shall begin at 9.00 a.m. on 10.11.2011 at the venue of holding the Meeting. The bondholders shall be obliged to present an identity document, written - notarized power of attorney and certificate of current status of the bondholders who are legal entities. In the case of lack of quorum, the Meeting shall be held on 24.11.2011 at 10.00 a.m. at the same place and with the same agenda and, requirements and registration procedure.
DECISIONS
OF the First General Meeting of its Bondholders of Industrial Holding Bulgaria PLC
Bonds issue ISIN BG2100018113
Held on 10 November 2011, at 10 a.m. in Sofia, 16-20 Alabin Str., Bulgarian Industrial Association
Item 1 from the Agenda: Election of representative/s of the bondholders.
DECISION: 1. The bondholders of Industrial Holding Bulgariq PLC, holding convertible bonds issue ISIN BG2100018113 to be represented by one representative;
2. Elects Antoaneta Michailova Dimolarova for representative of the bondholders holding convertible bonds ISIN BG2100018113.
Item 2 from the Agenda: Fixing the remuneration of the representative/s of the bondholders.
DECISION: Appoints remuneration of the representative of the bondholders BGN 250 /two hundred and fifty/.
Item 3 from the Agenda: No decisions were taken.
Maturity of the convertible bonds ISIN code BG2100024087, BSE-Sofia code 4IDC, procedure on converting and payment
On a board meeting held on 28.09.2011, The Management Board with the approval of the Supervisory Board of Industrial Holding Bulgaria Plc, took a decision on the grounds of Article 195 of the Commercial Act to increase the capital of the Company by converting into shares the convertible bonds ISIN код BG2100024087, according to Prospect for public offering of convertible bonds, approved with Decision №1127-Е/28.08.2008 of FSC as follows:
1. With the purpose of insuring the rights of the owners of convertible bonds to convert the bonds into ordinary shares, the capital of the Company shall be increased on the grounds of Article 195 of the Commercial Act with up to BGN 2 626 530 /two million six hundred twenty-six thousand five hundred thirty/ by the issue of up to 2 626 530 /two million six hundred twenty-six thousand five hundred thirty/ ordinary registered dematerialized shares with voting rights. The capital increase shall be made by conversion of up to 216 496 /two hundred and sixteen thousand four hundred ninety six/ dematerialized interest-bearing convertible freely transferable and unsecured bonds with nominal value and issue value BGN 100 /hundred/ each into up to 2 626 530 /two million six hundred twenty-six thousand five hundred thirty/ ordinary registered dematerialized shares with voting rights, with nominal value BGN 1 /one/ and issue value BGN 8.2425 /eight point two thousand twenty-five/.
2. Determine the following order, terms and conditions for the conversion of the bonds into shares:
2.1. The conversion of the bonds shall be executed on the date of the fourth interest payment, namely on 29.10.2011.
2.2. The conversion shall be executed in the following ratio: 1 /one/ share for 12.132 /twelve point hundred thirty-two/ shares or conversion price of one share BGN 8.2425 /eight point two thousand twenty-five/.
2.3. Shares of the forthcoming capital increase of the Company may subscribe the bondholders of the Company as at 11.10.2011.
2.4. The term for applying for subscribing shares for converting bonds is from 1.00 p.m. on 12.10.2011 till 5.00 p.m. on 14.10.2011.
2.5. The subscription of shares for converting bonds shall be executed by applying of an explicit written application by the authorized persons at the address of the investment intermediary – Allianz Bank Bulgaria, Sofia, 79, Knjaginja Maria Luiza blvd.
2.6. In cases when the application is made by a proxy the latter shall legitimate by an explicit written proxy signed by the authorizer before notary public.
2.7. Simultaneously with applying the application for subscription of shares the bondholders apply before the investment intermediary an order for blocking of their bonds for converting.
3. Untill 24.10.2011 the Management Board shall state:
The names of the bondholders declared their wish to convert and what part of the bonds they possess (all or only part of them);
The exact number of the capital increase by converting of the convertible bonds into shares.
II. Description of the main risks and uncertainties facing the Company for the remainder of the year
The main financial undertakings of the company are connected to investment projects of its subsidiaries.
Regarding receivable, when there is an uncertainty as to their collectability, the companies make the respective provisions.
Bulyard Shipbuilding Industry has signed contracts in USD and liabilities under supply contracts in Japanese yen. After delivery of ship with Hull 103 the main income will be in Euro.
IHB has a credit line for issuance of bank guarantees, opening of letters of credit and operating funding of IHB and its subsidiaries with DSK Bank. IHB has liabilities to bondholders related to the convertible bonds issued on 18.10.2011 with maturity date 18.10.2014. The funds were issued and used for payments of the old issue convertible bonds from 29.10.2008, which payments were made by IHB on 29.10.2011.
Trends for the businesses where IHB and the companies in the Group operate
Maritime transport
The 2011 expectations in the sector suggest a market decline in comparison with 2010 especially for bulk cargo ships such as Karvuna and Antea. Market analysis shows that for the ninth months of 2011 freight rates for bulk cargo ships continued to fall despite temporary signs of revival reported by Reuters in the last three weeks. The general index for bulk cargo shipping has fallen by 40% compared to the same period in the previous year whereas the Supramax/Handysize sector has fallen more slowly by 35-37% with no significant changes compared to the beginning of the year. In practice, the Handysize market has returned to its levels at the beginning of summer 2009. Overall, the dynamic of market indices repeats its movement and fluctuation as of 2010.
In 2010, the sector for multipurpose vessels such as Emona and Martziana have not shown serious reaction to market demand and levels of freight and daily rates have remained steady The tendency however has reversed in the past period of 2011. The market for such vessels has dropped by 5-6%. Nearly 1/3 of the existing fleet with an overall tonnage of about 12 million tones has an average age above 25 years, 43% is above 20 years old and less than half matches the consignors’ requirements below 16 years of age. The situation for multipurpose vessels stands out against other types of vessels despite the fact that newly commissioned ships represent 28% of the existing fleet and in general are meant to replace the existing tonnage. In ships with heavy loading equipment it reaches 70%, suggesting that some of these commissions are in fact investments in the sector.
The supply of ships is big, with five new ships becoming operational every day. Despite the expected growth in the turnover of iron ore, metals, coal, etc experts estimate that this and the overall growth in world trade will not fill the capacity of operational ships so supply will prevail over demand for ships as cargo carriers, unless the process of scraping increases. According to the last data the quantity of scraped ships is the same as that in the peak of 2009.
Shipbuilding and ship repairing
The market and economic environment in shipbuilding and ship repairing is characterized by instability and contradictory trends. The price of new ships maintains a downward trend due to the supply of new ships and the increase in the total tonnage in operation. The production schedule of Bulyard SI is secured to the end of 2012 with the ship currently under construction.
The free capacity of the company is taken up with ship repairing and other orders.
The crisis has cut ship repairing and maintenance costs. The shipbuilding, ship repairing and maintenance industry, which employs more than 125,000 people across Europe, shows a moderate decline close to the levels of 2007. Ship repairing factories in the Middle East and Asia are both growing in number and capacity and have the advantage of close proximity to the main maritime trade routes which boost competition. Towards the end of the first half of 2011 ship repair orders registered a decline and faced increased competition.
At the same time, the existing requirements regarding ships technical safety standards are being strengthened and new ones implemented, leading to the necessity for more frequent repairs, which in turn is a favourable factor for ship repair operations. Bulyard SI has an extensive capacity to repair ships ranging from small 5,000 ton to large 80,000 ton vessels and because of the limited shipbuilding schedule has available docks.
Port activities
The trends in the port business depend on the economic climate at the global, domestic and regional levels. There is a worldwide increase in the maritime transport of goods at the expense of land transport. On the other hand, the absence of consistent flows of general cargo has had a negative impact on the business.
The trend for KRZ Port Bourgas is to expand its capacity in the direction of grain cargos - 3 new grain silos were opened in 2011.
The activities of the ports will further develop in the direction of an increased flow of grain cargo, which is related to a lasting trend for increasing agricultural activities in Bulgaria, and for metal and goods related to infrastructure activities. The lack of legal change and ability to extend Bulgarian private and municipal ports is a hindrance to the planned development of KRZ Port Bourgas even though the plan has been co-coordinated with the Ministry of transport, Ministry of regional development and the Joint committee.
Machine building
The demand for metal cutting machinery may be defined as relatively stable in the longer term but with cyclical fluctuations and decline in demand every 3-4 years. This is determined by the fact that these products have a long life cycle and are sold to a large range of clients. The general economic conditions in the respective market have a more significant effect on demand.
After the sharp decline in production and sales of metal cutting machinery in 2009, the demand for lathes slowly started to recover at the end of 2010. Due to the differences between countries the recovery was obvious only in some markets. Sales revenues from lathes increased in markets such as the USA and Russia, but remained barely changed in markets such as Germany and Italy. The trend is to boost commercial activities directed at finding new markets and regaining former markets.
River cruises
River cruises represent a specific tourist segment and follow the main trends of the sector.
In 2010 the crisis did not have a serious effect on the revenues of Dounav Tours AD. The company has charter contracts for all its ships for 2010. It has charter contracts for its new ship as of March 2012. The contracts signed in 2009 and 2010 contain better financial terms, which indicates a positive tendency for the business. Obviously, there is always a risk of cancellation of contracts or insolvency of chartees.
Any more significant deterioration of the economic situation could have a negative effect on the business. Diversification of the risk may be achieved through costs optimization and provision of higher value-added services and out of season and holiday cruises, as well as tourist programs within the country.
Furniture production
Most foreign clients of Augusta Mebel AD are wholesalers and large catalogue commercial companies. The contracts are short-term and sometimes related to specific projects and could not always be continued with the same client. The risk is in direct dependence on the stability of markets where the clients sell the products.
The priorities of Augusta Mebel are to maintain its business relations with its current clients while at the same time to continue to look for new ones. The target group the company is aiming at in 2010 and will continue to aim at are companies with the capacity for serial or large-volume orders. There is a reported growth in inquiries and submitted offers to potential customers respectively. The company is engaged in active search for new orders and customers.
Classification and certification
The classification and certification of vessels is influenced by the development of the shipbuilding and ship repairs sectors.
The market of activities related to inspection and classification remains relatively stable at a global level and the disposition of the individual participants is based mainly on their ability to carry out objective and timely activities related to the undisturbed operation of the ships. The business becomes more competitive due the enforcement of the European Directive on the assessment of risk levels for vessels as of 01.01.2011 and their classification into groups depending on this assessment, where one of the indicators is the ranking of the classification organization which supervise them. New, higher navigation safety and security requirements are being introduced by the World Maritime Organization, which increase the responsibility of the classification organizations for the supervision of their fulfillment. All this requires that BKR AD make additional efforts to increase the quality of the services offered and to expand its activities.
III. Information about concluded large transactions between related parties
For the period of the 1, 2 and 3 quarter of 2011 there were no large deals between IHB Plc. and related parties, with the exception of contracts for financing of subsidiaries.
INSIDE INFORMATION regarding the circumstances occurring during the last quarter.
In the 1, 2 and 3 quarter of 2011 IHB Plc. disclosed the following internal information:
Report on the compliance with the conditions of the debenture loan - issue of corporate convertible bonds - preliminary
27 January 2011 | 16:20
IHB submitted to the Financial Supervision Commission, the Bulgarian Stock Exchange and the public a preliminary Report on compliance with the terms and conditions of the debenture loan issue of corporate convertible bonds ISIN BG2100024087 issued by Industrial Holding Bulgaria Plc. as of 31 December 2010.
Report
IHB publishes its unconsolidated statements for 4Q2010
27 January 2011 | 16:15
On 27 January 2011 IHB disclosed its unconsolidated statements for the 4th quarter of 2010 to the public, the Financial Supervision Commission and Bulgarian Stock Exchange - Sofia.
Unconsolidated statements for 4Q2010
Announcement regarding public offering of shares
15 February 2011 | 12:00
Industrial Holding Bulgaria Plc pursuant to 92 para. 2 of the Act on the Public Offering of Securities, informs the investors about the start of the public offering of 9,713,679 ordinary, registered, dematerialized shares with the right to 1 vote in the General Assembly of the Shareholders, with issue value BGN 1.03 and total issue value of BGN 10,005,089.37. The issue is launched pursuant to decisions made by the Management and Supervisory Boards of Industrial Holding Bulgaria Plc. on 22 December 2010 and 10 January 2011. With Decision N 67-Е/22.12.2010 the Financial Supervision Commission confirmed the prospectus for public offering of the securities in the current issue.
Full text of the announcement
Disclosure of expected financial result for 2010 on a consolidated basis of IHB
22 February 2011 | 18:40
The expected consolidated financial result of group Industrial Holding Bulgaria Plc as of 31 December 2010 is a net loss for the majority owners amounting to BGN 10,740 thousand /profit of BGN 1,634 thousand as of 31 December 2009/ with a loss prior to taxation amounting to BGN 20,923 thousand /loss of BGN 373 thousand as of 31 December 2009/
The loss is due to expected losses of companies Bulyard Shipbuilding Industry EAD, Privat Engineering AD, KLVK AD, Elprom ZEM AD, ZMM Nova Zagora AD and Mashstroy AD.
The consolidated report for the 4th quarter of 2010 will be published by 28 February 2011.
Report on the compliance with the conditions of the debenture loan – issue corporate convertible bonds 31 December 2010
28 February 2011 | 14:48
IHB provided to the Financial Supervision Commission, BSE and the public a Report on the compliance with the conditions of the debenture loan - issue corporate convertible bonds ISIN BG2100024087, issued by Industrial Holding Bulgaria Plc. as of 31 December 2010 – as per the consolidated statements for the 4th quarter of 2010.
Report
IHB publishes its unconsolidated statements for 4Q2010
28 February 2011 | 14:35
On 28 February 2011 IHB submitted its consolidated statements for the fourth quarter of 2010 to the public, the Financial Supervision Commission and Bulgarian Stock Exchange - Sofia.
Consolidated statements for 4Q2010
IHB publishes its Annual Unconsolidated Report for 2010
31 March 2011 | 12:43
On 31 March 2011 IHB presented its unconsolidated annual report for 2010 to the public, the Financial Supervision Commission and Bulgarian Stock Exchange - Sofia.
Annual Unconsolidated Report for 2010
Result of the public offering of shares of IHB
4 April 2011 | 16:31
The Management Board of Industrial Holding Bulgaria Plc disclosed the results of the completed initial public offering of shares in the capital increase of Industrial Holding Bulgaria Plc as per the Prospectus for Initial Public Offering approved with decisions of FSC N67-Е/02.02.2011 as follows:
The public offering (subscription) of shares in the capital in Industrial Holding Bulgaria AD was successfully completed, with the following results:
• End date of the public offering – 31 March 2011
• Total number of rights issued - 58,282,079.
• Total number of shares offered for subscription - 9,713,679.
• Number of subscribed and paid in shares in the capital increase - 9,696,464.
• Amount received from the subscribed and paid in shares to the fund raising account opened with Allianz Bulgaria AD - BGN - 9,987,357.92.
• Costs for the public offering – amount of the commissions, remunerations and other expenses for the public offering, including the fees paid to FSC – BGN 56,323.
The issuer and its investment intermediary did not have any difficulties; there were no disputes, etc., during the trading of the rights and the subscription of the shares.
RA registered the capital increase of IHB and amendments to the Statutes
8 April 2011 | 12:48
With decision N 20110407164354 from 7 April 2010 the Registry Agency entered into the Commercial Register the following changes in the circumstances of Industrial Holding Bulgaria AD:
1. Increase of the capital of Industrial Holding Bulgaria Plc. from BGN 58,282,079 to BGN 67,978,543 through the issue of 9,696,464 ordinary, registered, dematerialized, freely transferable shares with the right to 1 vote in the General Assembly of the Shareholders, with nominal value BGN 1.00 and issue value BGN 1.03 per share.
2. Changes in the Statutes regarding the change of the capital and the number of shares.
Impending interest payment
21 April 2011 | 12:29
On 29 April 2011 there will be an interest payment under an issue of convertible bonds issued by Industrial Holding Bulgaria Plc., issue with ISIN code BG2100024087 and stock market code 4IDC. Holders of bonds entered as such in the book kept by Central Depository AD as of 26 April 2011 are entitled to such interest payments. The interest rate is 8% on an annual basis.
Report on the compliance with the conditions of the debenture loan - issue of corporate convertible bonds – 31 December 2010 - final
2 May 2011 | 19:12
IHB submitted to the Financial Supervision Commission, the Bulgarian Stock Exchange and the public a final Report on compliance with the terms and conditions of the debenture loan issue of corporate convertible bonds ISIN BG2100024087 issued by Industrial Holding Bulgaria Plc. as of 31 December 2010
Report
IHB publishes its Annual Consolidated Report for 2010
2 May 2011 | 18:45
On 02 May 2011 IHB presented its consolidated annual report for 2010 to the public, the Financial Supervision Commission and Bulgarian Stock Exchange - Sofia.
Annual consolidated statements for 2010
INFORMATION About the total number of voting shares and the amount of the capital of Industrial Holding Bulgaria Plc. as of 30 April 2011 /Pursuant to Article 112e of LPOS/
2 May 2011 | 17:53
In April 2011 with a registration with the Commercial Register No 20110407164354 an increase of the capital of Industrial Holding Bulgaria Plc. was registered through the issue of 9,696,464 ordinary, registered, dematerialized, freely transferable shares with the right to 1 vote in the General Meeting of the Shareholders, with nominal value BGN 1.00 and issue value BGN 1.03 per share. As of 30 April 2011 the capital of Industrial Holding Bulgaria Plc. is as follows: Amount of the capital: BGN 67,978,543 /sixty-seven million nine hundred seventy-eight thousand five hundred forty-three/. Total number of voting shares : 67,978,543 /sixty-seven million nine hundred seventy-eight thousand five hundred forty-three/ with nominal value BGN 1 /one/ each.
The new shares were registered at Central Depository AD on 18 April 2011. The Financial Supervision Commission entered the issue with a decision from 27 April 2011. The issue is due to be registered at Bulgarian Stock Exchange - Sofia.
IHB publishes its unconsolidated statements for 1Q2011
2 May 2011 | 17:02
On 2 May 2011 IHB disclosed its unconsolidated report for the first quarter of 2011 to the public, the Financial Supervision Commission and Bulgarian Stock Exchange - Sofia.
Unconsolidated statements
IHB convened a Regular Annual General Meeting of the Shareholders on 30 June 2011.
26 May 2011 | 17:37
INVITATION TO THE SHAREHOLDERS OF INDUSTRIAL HOLDING BULGARIA PLC
The Supervisory Board of INDUSTRIAL HOLDING BULGARIA Plc. /hereinafter referred to as the Company/, with seat and management address 42 Damyan Gruev Str., Sofia, with UIC:121631219, with its decision from 12.05.2010 convenes a regular annual General Assembly of the Shareholders of the Company on 30 June 2010 from 10.00 a.m. to be held at 16-20 Alabin Str., Sofia, in the building of the Bulgarian Chamber of Commerce, the conference hall on the first floor, under the following Agenda and the following draft decisions:
1. Acceptance of the Activity Report of the Company for 2010 and the Consolidated Activity Report of the Company for 2010
Draft decision: The General Meeting of the Shareholders accepts the Activity Report of the Company for 2010 and the Consolidated Activity Report of the Company for 2010
2. Acceptance of the Report of the Registered Auditor for the audit made of the Annual Financial Statements of the Company for 2010 and the Report of the Registered Auditor for the audit made of the Consolidated Annual Financial Statements of the Company for 2010.
Draft decision: The General Meeting of the Shareholders accepts the Report of the Registered Auditor on the audit made of the Annual Financial Statements and the Report on the audit made of the Consolidated Annual Financial Statements of the Company for 2010.
3. Acceptance of the Annual Financial Statements of the Company for 2010 and the Consolidated Financial Statements of the Company for 2010
Draft decision: The General Meeting of the Shareholders accepts the Annual Financial Statements of the Company for 2010 and the Consolidated Financial Statements of the Company for 2010
4. Adopting of a decision for allocation of the earnings of the Company for 2010.
Draft decision: The General Meeting of the Shareholders adopts a decision for allocation of the earnings of the Company for 2010 amounting to BGN 5,036,664.47 as follows:
• 10% to be allocated to the Reserve Fund;
• The rest to remain as retained earnings of the Company.
5. Report on the Activity of the Investor Relations Director for 2010.
6. Report on the Activity of the Audit Committee of the Company for 2010.
7. Release from liability of the members of the Manager Board and the Supervisory Board for their activities in 2010.
Draft decision: The General Meeting of the Shareholders releases from liability for their activities in 2010:
As members of the Supervisory Board
• Snezhana Ilieva Hristova
• Konstantin Kumov Zografov
• DZH AD, represented by Elena Petrova Kircheva.
As members of the Management Board:
• Bozhidar Vasilev Danev,
• Daneta Angelova Zheleva,
• Borislav Emilov Gavrilov,
• Boyko Nikolov Noev,
• George Yanchev Momchilov.
8. Determining of the remuneration of the members of the Supervisory Board and the Management Board of the Company for 2011.
Draft decision: The General Meeting of the Shareholders determines the monthly remuneration of the members of the Supervisory Board and the Management Board of the Company for 2011 to the same amount as in 2010.
9. Amendments to the Articles of Association of the Company.
Draft decision: The General Meeting of Shareholders approves the following changes in the Articles of Association of the Company:
Draft decision: The General Meeting of Shareholders approves the following changes in the Articles of Association of the Company:
1. In Article 12a, Paragraph 1 the date “25 July 2008” shall be replaced with the date “30 June 2011”, and the phrase "up to BGN 100,000,000 /one hundred million/” shall be replaced with the phrase “up to BGN 120,000,000 /one hundred and twenty million/”. In Paragraph 2 of the Final Provisions after the phrase "ended 31 March 2011" a comma shall be placed and the phrase “and with a decision of the general meeting of the Company held in Sofia on 30 June 2011” shall be added.
10. Adopting a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds.
Draft decision: The General Meeting of the shareholders: 1. Adopts a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:
• Total nominal and issue value of the debenture loan: Up to BGN 21,718,000 /twenty-one million, seven hundred and eighteen thousand/;
• Nominal value per bond: BGN 100 /one hundred/.
• Issue value per bond: BGN 100 /one hundred/.
• Number of bonds: Up to 217,180;
• Minimal amount at which the loan is deemed as concluded: the loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 11,000,000 /eleven million/;
• Term (maturity of the debenture loan: 3 /three/ years (36 months);
• Interest rate: 8.00% per year;
• Interest payment period: 6 months;
• Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange.
• Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN BG2100024087, issued by Industrial Holding Bulgaria Plc.
• Procedure and conditions for issuance of the bonds:
Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand.
Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue. Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point.
2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank.
3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc: As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds:
- to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares;
- to determine the commitments to be undertaken by Industrial Holding Bulgaria PLc to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan;
- to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the Initial Public Offering of Securities Act.
- to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD. The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company.
11. Selection of a registered auditor of the Company for 2011.
Draft decision: The General Meeting of the Shareholders selects the recommended by the Audit Committee registered auditor of the Company for 2011.
12. Miscellaneous.
All shareholders or persons authorized by them are invited to take part in the General Meeting.
Right to participate and vote at the General Meeting is granted only to persons entered in the registers of Central Depository AD as shareholders 14 days prior to the date of the General Meeting , i.e. prior to 16.06.2011.
As of the date of the decision of convention of the General Meeting of the shareholders - 18.05.2011 – the total number of voting shares in the capital of the Company is 67,978,543.
The present invitation together with the written materials related to the agenda of the General Meeting of Shareholders shall be published on the internet site of the Company – - for the period from the entry of the invitation into the Trade Register to the closing of the General Meeting of Shareholders.
The written materials under 224 of the Commerce Act /CA/ are at the disposal of the shareholders also at address: Sofia City, 47 Vassil Levski Blvd., every working day from 3 p. m. to 5 p. m. as of the entry of the invitation into the Trade Register. The materials shall be provided to the shareholders upon presentation of an identity document, and to the proxies of the shareholders – upon presentation of an explicit proxy in writing, the original of which shall be kept with the archives of the Company.
Persons holding together or separately at least 5 percent of the capital of the Company may request the inclusion of items and propose decisions on already included items in the agenda of the General Meeting following the procedure of Article 223а of CA, for which purpose no later than 15 days prior to the opening of the General Meeting they are to submit for announcement in the Trade Register the items to be included in the agenda and the proposed decisions. The shareholders submit to the Financial Supervision Commission and to the Company no later than the following working day after the announcement of the items in the Trade Register the materials under Article 223а, Paragraph 4 of CA.
The shareholders have the right to raise issues during the General Meeting.
The shareholders have the right to authorize any natural person or legal person to participate and vote at the General Meeting on their behalf, pursuant to the following rules, also announced at the web site of the Company :
1. A proxy or shareholder may also be a member of the Management or Supervisory Board of the Company if the principal has explicitly indicated the manner of voting under each of the items of the agenda.
2. The proxy has the same rights to speak and raise issues at the General Meeting as the respective represented shareholder.
3. The proxy is obliged to exercise the voting right in compliance with the instructions (directions) of the principal, contained in the power of attorney.
In case that the proxy deviates from the instructions provided in the respective power of attorney, the votes under these shares for the respective vote are considered void.
4. The proxy may represent more than one shareholder at the General Meeting of the Company.
In this case the proxy may vote differently under the shares held by the separate shareholders represented by the proxy.
5. The power of attorney for representation of a shareholder at the General Meeting of the Shareholders has to be executed in writing, with the signature of the principal certified by a notary public, and needs to refer to the specific General Meeting, to be explicit and to indicate:
a/ the full data of the shareholder – principal and of the proxy;
b/ the number of shares referred to by the power of attorney;
c/ the agenda for the items raised for discussion;
d/ the proposals for decisions for each of the items of the agenda;
e/ the manner of voting under each of the items, or if such is not supplied, an explicit clause that the proxy has the right to discretion whether to vote and in what manner;
f/ date, place and signature.
6. The notification for authorization may also be submitted electronically. In this case the Company has to be informed at the following e-mail: ir@ through a notice signed with a universal electronic signature (in the sense of the Law on Electronic Documents and Electronic Signatures /LEDES/) of the shareholder – principal (for natural persons) or the lawful representative of the shareholder – principal (legal persons).
The principal encloses with the electronic notice for authorization scanned originals of: the power of attorney certified by a notary public drafted following the template approved by the Company, a current registration certificate issued no sooner than 3 months prior to the date of the General Meeting, and in case that the same are in a foreign language, they are presented together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers), and all electronic images of the documents have to be signed with the universal electronic signature of the shareholder – principal (for natural persons) or of the lawful representative of the shareholder – principal (for legal persons).
7. A template of the power of attorney for representation of a shareholder in the General Meeting is provided to the shareholders together with the materials regarding the General Meeting of the Shareholders.
8. All powers of attorney together with the enclosed documents have to be received at the following address: 47 Vassil Levski Blvd., Sofia or at the following electronic address: ir@ within 2 working days prior to the date of the General Meeting – 28 June 2011 and 29 June 2011, but no later than 4 pm on 29 June 2011.
9. When the power of attorney has been issued in a foreign language it is submitted to the Company together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers).
10. The withdrawal of a representation, for which the Company has to be duly notified, has to be made following the procedure envisaged by law.
11. The re-authorization with rights under the power of attorney, as well as a power of attorney issued in violation of the above rules is null and void.
12. Voting by correspondence or with electronic means is not permitted.
The registration of shareholders starts at 9 am on 30.06.2011 at the place where the General Meeting of the Shareholders is to be held. To register and participate in the General Meeting the shareholders which are natural persons must present an identity document. The representatives, when lawful representatives of shareholders – legal persons have to present an identity document and a copy of the current registration certificate certified by a power of attorney issued no sooner than 3 months prior to the date of the General Meeting, and in case the same are in a foreign language, they are presented, together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers).
In case of lack of quorum pursuant to Article 227, Paragraph 3 of CA the General Meeting will be held on 15.07.2011 at 10 am at the same place and following the same agenda, and it is legally independent of the capital represented therein. Pursuant to Article 115b, Paragraph 1 of Public Offering of Securities Act only persons entered as shareholders as of 16.06.2011 have the right to take part and vote at this session of the General Meeting. No items under Article 223a of Commerce Act may be included in the agenda of the new session.
Materials and Power of Attorney template
IHB published its 1Q2011 consolidated report
30 May 2011 | 15:59
On 30 May 2011 IHB filed its consolidated report 1Q2011 to the public, Financial Supervision Commission and BSE-Sofia.
Consolidated report 1Q2011 /in Bulgarian/
Information under Art. 82b of the Law on the Public Offering of Shares
May 30th 2011| 16:34
For the period from January 1st 2010 to December 31st 2010 IHB published and provided information to the public under the news section on its web site which is different from the information filed to the Bulgarian Stock Exchange – Sofia and the Financial Supervision Commission
Information under Art. 82b of the Law on the Public Offering of Shares (doc,393KB)
Invitation to General Meeting of Bondholders
10 Jun 2011 | 14:13
INVITATION TO THE BONDHOLDERS OF ISSUE CONVERTABLE BONDS
ISIN BG2100024087 ISSUED BY INDUSTRIAL HOLDING BULGARIA ID:121631219
On the grounds of Article 214, para 1 of the Commercial Act, the Bondholders Representative, Strahil Nikolov Vidinov, elected with a decision of the First General Meeting of Bondholders convenes a General Meeting of the Bondholders of convertible bonds issue ISIN BG2100024087, issued by Industrial Holding Bulgaria PLC ID:121631219, on 01.07.2011 from 10.00 a.m. to be held 16-20 Alabin Str., Sofia, in the building of the Bulgarian Chamber of Commerce, the conference hall on the first floor, under the following Agenda and the following draft decisions:
1. Approval of a decision of the General Meeting of the shareholders of by Industrial Holding Bulgaria PLC on 30.06.2011, for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds as follows:
1.1. Decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:
• Total nominal and issue value of the debenture loan: Up to BGN 21,718,000 /twenty-one million, seven hundred and eighteen thousand/;
• Nominal value per bond: BGN 100 /one hundred/.
• Issue value per bond: BGN 100 /one hundred/.
• Number of bonds: Up to 217,180;
• Minimal amount at which the loan is deemed as concluded:the loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 11,000,000 /eleven million/;
• Term (maturity of the debenture loan: 3 /three/ years (36 months);
• Interest rate: 8.00% per year;
• Interest payment period: 6 months;
• Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange.
• Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN BG2100024087, issued by Industrial Holding Bulgaria Plc.
• Procedure and conditions for issuance of the bonds:
Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand.
Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue.
Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point.
1.2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank.
1.3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Pl: As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds:
- to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares;
- to determine the commitments to be undertaken by Industrial Holding Bulgaria PLc to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan;
- to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the the Initial Public Offering of Securities Act.
- to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD.
The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company.
Draft Decision: The General Meeting of the Bondholders approvs a decision of the General Meeting of the shareholders of by Industrial Holding Bulgaria PLC on 30.06.2011, for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds as follows:
1.1. Decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:
• Total nominal and issue value of the debenture loan: Up to BGN 21,718,000 /twenty-one million, seven hundred and eighteen thousand/;
• Nominal value per bond: BGN 100 /one hundred/.
• Issue value per bond: BGN 100 /one hundred/.
• Number of bonds: Up to 217,180;
• Minimal amount at which the loan is deemed as concluded:the loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 11,000,000 /eleven million/;
• Term (maturity of the debenture loan: 3 /three/ years (36 months);
• Interest rate: 8.00% per year;
• Interest payment period: 6 months;
• Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange.
• Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN BG2100024087, issued by Industrial Holding Bulgaria Plc.
• Procedure and conditions for issuance of the bonds:
Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand.
Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue.
Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point.
1.2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank.
1.3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Pl: As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds:
- to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares;
- to determine the commitments to be undertaken by Industrial Holding Bulgaria PLc to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan;
- to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the the Initial Public Offering of Securities Act.
- to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD.
The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company.
2. Miscellaneous.
All bondholders or persons authorized by them are invited to take part in the General Meeting.
Right to participate and vote at the General Meeting is granted only to persons entered in the registers of Central Depository AD as bondholders 14 days prior to the date of the General Meeting, i.e. prior to 17.06.2011.
The total number of convertible bonds ISIN BG2100024087, issued by Industriale Holding Bulgaria PLC ID:121631219, is 216 496 dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with nominal and issue value BGN 100 /hundred/ each.
Each bond gives one voting right in the General Meeting of Bondholders.
The present invitation together with the written materials related to the agenda of the General Meeting of Shareholders shall be published on the internet site of the Company – - for the period from the entry of the invitation into the Trade Register to the closing of the General Meeting of Bondholders.
The written materials under 224 of the Commerce Act /CA/ are at the disposal of the bondholders also at address: Sofia City, 47 Vassil Levski Blvd., every working day from 3 p. m. to 5 p. m. as of the entry of the invitation into the Trade Register. The materials shall be provided to the shareholders upon presentation of an identity document, and to the proxies of the bondholders – upon presentation of an explicit proxy in writing, the original of which shall be kept with the archives of the Company.
The bondholders have the right to raise issues during the General Meeting.
The bondholders have the right to authorize any natural person or legal person to participate and vote at the General Meeting on their behalf, pursuant to the following rules:
1. The proxy is obliged to exercise the voting right in compliance with the instructions (directions) of the principal, contained in the power of attorney.
In case that the proxy deviates from the instructions provided in the respective power of attorney, the votes under these bonds for the respective vote are considered void.
2. The proxy may represent more than one bondholder at the General Meeting of the Company. In this case the proxy may vote differently under the shares held by the separate shareholders represented by the proxy.
3. The power of attorney for representation of a bondholder at the General Meeting of the Bondholders has to be executed in writing, with the signature of the principal certified by a notary public, and needs to refer to the specific General Meeting, to be explicit and to indicate:
a/ the full data of the bondholder – principal and of the proxy; b/ the number of bonds referred to by the power of attorney; c/ the agenda for the items raised for discussion; d/ the proposals for decisions for each of the items of the agenda; e/ the manner of voting under each of the items, or if such is not supplied, an explicit clause that the proxy has the right to discretion whether to vote and in what manner; f/ date, place and signature.
4. A template of the power of attorney for representation of a bondholder in the General Meeting is provided to the bondholders together with the materials regarding the General Meeting of the Bondholders.
5. When the power of attorney has been issued in a foreign language it is submitted to the Company together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation
The registration of bondholders starts at 9 a.m. on 01.07.2011 at the place where the General Meeting of the Bondholders is to be held.
To register and participate in the General Meeting the bondholders which are natural persons must present an identity document. The representatives, when lawful representatives of bondholders – legal persons have to present an identity document and a copy of the current registration certificate certified by a power of attorney issued no sooner than 3 months prior to the date of the General Meeting, and in case the same are in a foreign language, they are presented, together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation.
In case of lack of quorum pursuant to Article 214, Paragraph 5 in relation with Article 2227, Paragraph 3 of CA the General Meeting will be held on 18.07.2011 at 10 am at the same place and following the same agenda, and it is legally independent of the capital represented therein.
Respectfully: Strahil Vidinov, The Representative of the Bondholders of convertible bonds issue ISIN BG2100024087, issued by Industrial Holding Bulgaria PLC ID:121631219.
A template of the power of attorney /in Bulgarian/
AGM decision on distribution of IHB profit for 2010
01 Jul 2011 | 09:05
On 30 June 2011 the General Meeting of Shareholders of Industrial Holding Bulgaria PLC was held under the Agenda, announced in the Trade Register on 25.05.2011. By virtue of article 115b, paragraph 2 of the Public Offering of Securities Act, we would like to inform that on p. 4 of the Agenda, The General Meeting of the Shareholders adopts a decision for allocation of the earnings of the Company for 2010 amounting to BGN 5,036,664.47 as follows:
• 10% to be allocated to the Reserve Fund;
• The rest to remain as retained earnings of the Company.
IHB acquired shares in Agromanage AD
01 Jul 2011 | 15:11
Industrial Holding Bulgaria plc acquired 25,000 shares from the capital
increase of Agromanage AD, or 33.33% of the capital of the company.
Agromanage AD is the fund-servicing company of ELARG Agricultural Land
Opportunity Fund REIT.
Decisions and Minutes from the IHB AGM on 30 June 2011
04 Jul 2011 | 15:45
DECISIONS
of the ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF INDUSTRIAL HOLDING BULGARIA AD
30 June 2011, Sofia City, 16-20 Alabin Street, at the building of the Bulgarian Industrial Association
1. Acceptance of the Activity Report of the Company for 2010 and the Consolidated Activity Report of the Company for 2010
Decision: The General Meeting of the Shareholders accepts the Activity Report of the Company for 2010 and the Consolidated Activity Report of the Company for 2010
2. Acceptance of the Report of the Registered Auditor for the audit made of the Annual Financial Statements of the Company for 2010 and the Report of the Registered Auditor for the audit made of the Consolidated Annual Financial Statements of the Company for 2010.
Decision: The General Meeting of the Shareholders accepts the Report of the Registered Auditor on the audit made of the Annual Financial Statements and the Report on the audit made of the Consolidated Annual Financial Statements of the Company for 2010.
3. Acceptance of the Annual Financial Statements of the Company for 2010 and the Consolidated Financial Statements of the Company for 2010
Decision: The General Meeting of the Shareholders accepts the Annual Financial Statements of the Company for 2010 and the Consolidated Financial Statements of the Company for 2010.
4. Adopting of a decision for allocation of the earnings of the Company for 2010.
Decision: The General Meeting of the Shareholders adopts a decision for allocation of the earnings of the Company for 2010 amounting to BGN 5,036,664.47 as follows:
• 10% to be allocated to the Reserve Fund;
• The rest to remain as retained earnings of the Company.
5. Report on the Activity of the Investor Relations Director for 2010. No decision taken.
6. Report on the Activity of the Audit Committee of the Company for 2010. No decision taken.
7. Release from liability of the members of the Manager Board and the Supervisory Board for their activities in 2010.
Decision: The General Meeting of the Shareholders releases from liability for their activities in 2010:
As members of the Supervisory Board:
• Snezhana Ilieva Hristova,
• Konstantin Kumov Zografov,
• DZH AD, represented by Elena Petrova Kircheva.
As members of the Management Board:
• Bozhidar Vasilev Danev,
• Daneta Angelova Zheleva,
• Borislav Emilov Gavrilov,
• Boyko Nikolov Noev,
• George Yanchev Momchilov.
8. Determining of the remuneration of the members of the Supervisory Board and the Management Board of the Company for 2011.
Decision: The General Meeting of the Shareholders determines the monthly remuneration of the members of the Supervisory Board and the Management Board of the Company for 2011 to the same amount as in 2010.
9. Amendments to the Articles of Association of the Company.
Decision: The General Meeting of Shareholders approves the following changes in the Articles of Association of the Company:
1. In Article 12a, Paragraph 1 the date “25 July 2008” shall be replaced with the date “30 June 2011”, and the phrase "up to BGN 100,000,000 /one hundred million/” shall be replaced with the phrase “up to BGN 120,000,000 /one hundred and twenty million/”;
2. In Paragraph 2 of the Final Provisions after the phrase “ended 31 March 2011” a comma shall be added and the phrase “and with a decision of the General Meeting of the Company held in the city of Sofia on 30 June 2011.” shall be supplemented.
10. Adopting a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds.
Decision: The General Meeting of the shareholders:
1. Adopts a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:
• Total nominal and issue value of the debenture loan: Up to BGN 21,718,000 /twenty-one million, seven hundred and eighteen thousand/;
• Nominal value per bond: BGN 100 /one hundred/.
• Issue value per bond: BGN 100 /one hundred/.
• Number of bonds: Up to 217,180;
• Minimal amount at which the loan is deemed as concluded: the loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 11,000,000 /eleven million/;
• Term (maturity of the debenture loan: 3 /three/ years (36 months);
• Interest rate: 8.00% per year;
• Interest payment period: 6 months;
• Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange.
• Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN BG2100024087, issued by Industrial Holding Bulgaria Plc.
• Procedure and conditions for issuance of the bonds:
• Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand.
• Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue. Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point.
2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank.
3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Pl: As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds:
- to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares;
- to determine the commitments to be undertaken by Industrial Holding Bulgaria PLc to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan;
- to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the the Initial Public Offering of Securities Act.
- to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD. The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company.
11. Selection of a registered auditor of the Company for 2011.
Decision: The General Meeting of the Shareholders selects the recommended by the Audit Committee registered auditor of the Company for 2011.
Minutes AGM /in Bulgarian/
The GMB approves a decision of the GMS for convertible bonds issue
05 Jul 2011 | 17:23
The General Meeting of the Bondholders approves a decision of the General Meeting of the shareholders of by Industrial Holding Bulgaria PLC on 30.06.2011, for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds as follows:
1.1. Decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:
• Total nominal and issue value of the debenture loan: Up to BGN 21,718,000 /twenty-one million, seven hundred and eighteen thousand/;
• Nominal value per bond: BGN 100 /one hundred/.
• Issue value per bond: BGN 100 /one hundred/.
• Number of bonds: Up to 217,180;
• Minimal amount at which the loan is deemed as concluded:
• The loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 11,000,000 /eleven million/;
• Term (maturity of the debenture loan: 3 /three/ years (36 months);
• Interest rate: 8.00% per year;
• Interest payment period: 6 months;
• Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange.
• Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN BG2100024087, issued by Industrial Holding Bulgaria Plc.
• Procedure and conditions for issuance of the bonds:
Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand.
Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue.
Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point.
1.2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank.
1.3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Pl:
As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds:
- to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares;
- to determine the commitments to be undertaken by Industrial Holding Bulgaria PLc to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan;
- to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the the Initial Public Offering of Securities Act.
- to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD.
The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company.
KBC Securities - N.V. - Bulgaria will be investment intermediary for the public offering of convertible bonds issue
13 Jul 2011 | 17:19
On 13.07.2011 the Management Board of Industrial Holding Bulgaria plc, on the ground of the Decision of the General Meeting of Shareholders of Industrial Holding Bulgaria plc from 30.06.2011 took a decision as follows:
Appoints KBC Securities - N.V. - Bulgaria as investment intermediary to serve the subscription of the public offering of convertible bonds that will be issued by Industrial Holding Bulgaria plc, on the ground of the Decision of the General Meeting of Shareholders of Industrial Holding Bulgaria plc from 30.06.2011. Authorizes Daneta Zheleva – Chief Executive Officer to sign the contract with the investment intermediary.
Protocol
The RA registered changes in the Statute of Industrial Holding Bulgaria
14 Jul 2011 | 17:34
With decision from 12.07.2011 г. the Registration Agency registered in the Trade Register changes in the Statute of Industrial Holding Bulgaria PLC.
Statute
IHB published its 2Q2011 non-consolidated report
29 Jul 2011 | 15:20
On 29 July 2011 IHB filed its non-consolidated report 2Q2011 to the public, Financial Supervision Commission and BSE-Sofia.
Non-consolidated report 2Q2011
Report for compliance with the conditions of the bonds loan issue corporate convertible bonds 30.06.2011 – without financial ratios
29 Jul 2011 | 19:12
HB filed with the Financial Supervision Commission, BSE-Sofia and the public its Report for compliance with the conditions of the bonds loan issue corporate convertible bonds as at 30.06.2011 – without financial ratios.
Report
NOTICE for public offering of convertible bonds of Industrial Holding Bulgaria PLC
26 Aug 2011 | 00:00
Industrial Holding Bulgaria PLC on the grounds of Art.92, para 2 of the Law on Public Offering of Securities notifies the investors about the beginning of an initial public offering of 217,180 dematerialized, interest-bearing, convertible, freely transferable, unsecured bonds with par value of BGN 100 each and total issue value BGN 21,718,000.
The issue is issued on the ground of the decision adopted by the General Meeting of Shareholders of Industrial Holding Bulgaria PLC on 30.06.2011 and approved by the General Meeting of Bondholders holding convertible bonds from a previous issue of convertible bonds held on 01.07.2011 and decisions of the Management Board as of 13.07.2011 and 18.07.2011. With a decision N 525-Е/19.08.2011. the Financial Supervision Commission has approved the Prospectus for public offering of the bonds of the present issue.
Notice
A contract for building of ship 103 in Bulyard SI was canceled
30 Aug 2011 | 17:01
The shipbuilding contract for ship with Hull N 103 between Bulyard Shipbuilding Industry EAD and Diler Shipping and Trading Inc., Turkey was canceled. The ship will be built for Serdika Ltd. - a 100% subsidiary of Bulyard Shipbuilding Industry EAD. The ship will be finished in October 2011.
IHB published its 2Q2011 consolidated report
30 Aug 2011 | 19:06
On 30 August 2011 IHB filed its consolidated report 2Q2011 to the public, Financial Supervision Commission and BSE-Sofia.
Consolidated report 2Q2011
Report for compliance with the conditions of the bonds loan issue corporate convertible bonds 30.06.2011 – final
30 Aug 2011 | 20:01
HB filed with the Financial Supervision Commission, BSE-Sofia and the public its Report for compliance with the conditions of the bonds loan issue corporate convertible bonds as at 30.06.2011 – final.
Report
Converting of the convertible bonds ISIN code BG2100024087, BSE-Sofia code 4IDC
28 Sep 2011 | 12:27
DECISION
for increase of the capital of Industrial Holding Bulgaria PLC by converting of the convertible bonds ISIN code BG2100024087, according to Prospect for public offering of convertible bonds, approved with Decision №1127-Е/28.08.2008 of FSC
On a board meeting held on 28.09.2011, The Management Board with the approval of the Supervisory Board of Industrial Holding Bulgaria Plc, took a decision on the grounds of Article 195 of the Commercial Act to increase the capital of the Company by converting into shares the convertible bonds ISIN код BG2100024087, according to Prospect for public offering of convertible bonds, approved with Decision №1127-Е/28.08.2008 of FSC as follows:
1. With the purpose of insuring the rights of the owners of convertible bonds to convert the bonds into ordinary shares, the capital of the Company shall be increased on the grounds of Article 195 of the Commercial Act with up to BGN 2 626 530 /two million six hundred twenty-six thousand five hundred thirty/ by the issue of up to 2 626 530 /two million six hundred twenty-six thousand five hundred thirty/ ordinary registered dematerialized shares with voting rights. The capital increase shall be made by conversion of up to 216 496 /two hundred and sixteen thousand four hundred ninety six/ dematerialized interest-bearing convertible freely transferable and unsecured bonds with nominal value and issue value BGN 100 /hundred/ each into up to 2 626 530 /two million six hundred twenty-six thousand five hundred thirty/ ordinary registered dematerialized shares with voting rights, with nominal value BGN 1 /one/ and issue value BGN 8.2425 /eight point two thousand twenty-five/.
2. Determine the following order, terms and conditions for the conversion of the bonds into shares:
2.1. The conversion of the bonds shall be executed on the date of the fourth interest payment, namely on 29.10.2011.
2.2. The conversion shall be executed in the following ratio: 1 /one/ share for 12.132 /twelve point hundred thirty-two/ shares or conversion price of one share BGN 8.2425 /eight point two thousand twenty-five/.
2.3. Shares of the forthcoming capital increase of the Company may subscribe the bondholders of the Company as at 11.10.2011.
2.4. The term for applying for subscribing shares for converting bonds is from 1.00 p.m. on 12.10.2011 till 5.00 p.m. on 14.10.2011.
2.5. The subscription of shares for converting bonds shall be executed by applying of an explicit written application by the authorized persons at the address of the investment intermediary – Allianz Bank Bulgaria, Sofia, 79, Knjaginja Maria Luiza blvd.
2.6. In cases when the application is made by a proxy the latter shall legitimate by an explicit written proxy signed by the authorizer before notary public.
2.7. Simultaneously with applying the application for subscription of shares the bondholders apply before the investment intermediary an order for blocking of their bonds for converting.
3. Untill 24.10.2011 the Management Board shall state:
• The names of the bondholders declared their wish to convert and what part of the bonds they possess (all or only part of them);
• The exact number of the capital increase by converting of the convertible bonds into shares.
Result of the public offering of convertible bonds of IHB
18 Oct 2011 | 10:43
The Management Board of Industrial Holding Bulgaria PLC informs about the results of the closure of the initial public offering of convertible bonds of Industrial Holding Bulgaria PLC, on the base of a Prospect for public offering, approved with a decision of FSC 525-Е/19.08.2011 as follows:
The public offering of convertible bonds of Industrial Holding Bulgaria PLC closed successfully with the following results:
• Closing date of the public offering – 17.10.2011.
• Total number issued rights – 67,978,543.
• Total number of convertible bonds offered for subscription - 217,180.
• Number of subscribed and paid convertible bonds – 217,139.
• Amount received from the subscribed and paid convertible bonds in the special account in Allianz Bank Bulgaria AD – BGN 21,713,900.
• Expenses on the public offering – size of commissions, fees and other expenses on the public offering, including fees to FSC – BGN 146,300.
The issuer and the investment intermediary for the offering did not meet any difficulties, there were no disputes and other of the kind during the trading of rights and subscription of shares.
Announcement for no bondholders willing to convert bonds ISIN BG2100024087
19 Oct 2011 | 19:18
On 18.10.2011 the Management Board stated that within the defined term according to the conditions determined beforehand there are no bondholders of bond issue ISIN BG2100024087 of Industrial Holding Bulgaria PLC wishing to convert bonds into shares. To this end, the capital of Industrial Holding Bulgaria PLC shall not be increased by converting of the convertible bonds into shares.
Announcement for contracted convertible bonds loan and First General Meeting of Bondholders
21 Oct 2011 | 15:01
With decision from 20.10.2011 the Trade Registry published announcement for bond issue of Industrial Holding Bulgaria AD under the following terms and conditions:
Total nominal value (bond issue amount) - BGN 21,713,900 (twenty one million seven hundred and thirteen thousand and nine hundred), distributed in 217 139 (two hundred and seventeen thousand hundred and thirty nine) dematerialized interest-bearing convertible freely transferable unsecured bonds of par value BGN 100 (one hundred) each;
• Term (maturity) of the bond issue: 3 /three/ years (36 months) as of the issue date;
• Date from which the maturity term is counted - 18.10.2011
• Interest - 8.00 % (eight percent) on an annual basis;
• Period of interest payment: 6 months;
• Conversion rate: 50, which defines conversion price of BGN 2.00 (two);
• Conversion: on the due date of the issue;
• Payment dates: for the principal - single, on the due date; for interest payments: 18.04.2012, 18.10.2012, 18.04.2013, 18.10.2013, 18.04.2014 and 18.10.2014;
• Bank servicing the bond issue payments – The payments are made by the Central Depositary with abidance by the requirements of Ordinance No. 8;
The First General Meeting of Bondholders
On the grounds of Art. 206, para 6 and 7 of the Trade Act, the Board of Industrial Holding Bulgaria AD summons the First General Meeting of Bondholders, possessing convertible bonds issue ISIN code BG2100018113. The General Meeting shall be held on 10.11.2011 at 10.00 a.m. in the city of Sofia, 16-20 Alabin St., Bulgarian Industrial Chamber, in the meeting room on the first floor with the following agenda:
1. Election of representative/s of the bondholders.
2. Fixing the remuneration of the representative/s of the bondholders.
3. Miscellanies.
All bondholders holding bonds from the present issue convertible bonds of Industrial Holding Bulgaria AD are invited to participate in the General Meeting personally or by proxy. Right to participate and vote in the General Meeting of bondholders have the entities registered as bondholders with the Central Depository AD as at the date 3 (three) days before the Meeting. The registration of the bondholders or their representatives shall begin at 9.00 a.m. on 10.11.2011 at the venue of holding the Meeting. The bondholders shall be obliged to present an identity document, written - notarized power of attorney and certificate of current status of the bondholders who are legal entities. In the case of lack of quorum, the Meeting shall be held on 24.11.2011 at 10.00 a.m. at the same place and with the same agenda and, requirements and registration procedure.
Bulyard SI delivered the new ship Diamond Sea to the Ship owner
21 Oct 2011 | 16:51
On 20 October 2011 Bulyard Shipbuilding Industry, a subsidiary of Industrial Holding Bulgaria plc delivered officially the new ship Diamond Sea to the ship owner Serdika Ltd. The ship is 55 500 DWT bulk carrier with unlimited region of sailing. The ship is the second of Future-56 series built in Europe under a license of IHI Marine United Inc. with equipment supplied by Mitsubishi Corporation and under the supervision of Class NK.
Forthcoming payment of principal and interest on convertible bonds
25 Oct 2011 | 15:01
On 29 October 2011 the last interest payment and the payment of the principal of the issue convertible bonds issued by Industrial Holding Bulgaria PLC, ISIN code: BG2100024087 and BSE code: 4IDC. The right on interest payment and the payment of the principal will be entitled to all bondholders registered with the Central Depository as of 24.10.2011 (Record Date). The interest rate is 8 % annually.
IHB published its 3Q2011 non-consolidated report
31 Oct 2011 | 15:41
On 31 October 2011 IHB filed its non-consolidated report 3Q2011 to the public, Financial Supervision Commission and BSE-Sofia.
Non-consolidated report 3Q2011
The First General Meeting of Bondholders elected representative of the bondholders
10 Nov 2011 | 16:34
DECISIONS
OF the First General Meeting of its Bondholders
of Industrial Holding Bulgaria PLC
Bonds issue ISIN BG2100018113
Held on 10 November 2011, at 10 a.m. in Sofia, 16-20 Alabin Str., Bulgarian Industrial Association
Item 1 from the Agenda: Election of representative/s of the bondholders.
DECISION: 1. The bondholders of Industrial Holding Bulgariq PLC, holding convertible bonds issue ISIN BG2100018113 to be represented by one representative;
2. Elects Antoaneta Michailova Dimolarova for representative of the bondholders holding convertible bonds ISIN BG2100018113.
Item 2 from the Agenda: Fixing the remuneration of the representative/s of the bondholders.
DECISION: Appoints remuneration of the representative of the bondholders BGN 250 /two hundred and fifty/.
Item 3 from the Agenda: No decisions were taken.
ADDITIONAL INFORMATION
1. Information about changes in the accounting policy for the accounting period,
There are no changes in the accounting policy of IHB Plc. during the accounting period.
2. Information about changes in the Group of Industrial Holding Bulgaria Plc.
During the first, second and third quarter of 2011 no changes occurred in the Group of IHB Plc.
3. Information about the results from organizational changes in IHB Plc. /restructuring, sale of companies from the economic group, in-kind contributions by the company, lease of property, long-term investments, termination of activity /
In the first, second and third quarter of 2011 no organizational changes occurred in the Group of Industrial Holding Bulgaria Plc.
4. Opinion of the management body regarding the potential for realization of published projections for the results from the current financial year taking into consideration the results from the current quarter and information on the factors and events to affect the achievement of at least the minimal projections in the following quarter
The Management Board of IHB Plc. has not published projections for the results in 2011.
5. Information about persons holding directly or indirectly at least 5 percent of the votes in the general assembly as of the end of the respective quarters and changes in the votes held by the persons for the period as of the end of the previous period
As of 30 Sep 2011 IHB Plc. has information about the following shareholders with more than 5% of the voting shares, as follows:
5.1. Venside Enterprises Ltd:
Number of voting shares and their share of the votes in the general assembly of the shareholders of the company:
As of 30.09.2011 г.: 20 399 604 shares representing 30.01% of the votes held directly
As of 30.06.2011г.: 20 399 604 shares representing 30.01% of the votes held directly
5.2. Bulls AD
Number of voting shares and their share of the votes in the general assembly of the shareholders of the company:
As of 30.06.2011 г.: 9 537 921 shares representing 14.03% of the votes held directly
As of 30.06.2011г.: 9 537 921 shares representing 14.03% of the votes held directly
Bulls AD is the owner of Venside Enterprise Limited and controls the shares held by the latter.
5.3. DZH AD
Number of voting shares and their share of the votes in the general assembly of the shareholders of the company:
As of 30.09.2011 г.: holding directly 3 446 290 shares representing 5% of the votes
As of 30.06.2011г.: holding directly 3 400 583 shares representing 5% of the votes
5.4. Daneta Angelova Zheleva
Number of voting shares and their share of the votes in the general assembly of the shareholders of the company:
As of 30.09.2011 г.: holds directly 41 044 shares representing 0.06% of the votes and summarily directly and through related parties - a total of 3 487 980 shares representing 5.13% of the votes
As of 30.06.2011г.: holds directly 41 044 shares representing 0.06% of the votes and summarily directly and through related parties - a total of 3 401 229 shares representing 5.06% of the votes
5.5. Dimitar Georgiev Zhelev
Number of voting shares and their share of the votes in the general assembly of the shareholders of the company:
As of 30.09.2011 г.: holds directly 554 shares representing 0.001% of the votes and summarily directly and through related parties - a total of 3 487 980 shares representing 5.13% of the votes
As of 30.06.2011г.: holds directly 646 shares representing 0.0005% of the votes and summarily directly and through related parties - a total of 3 401 229 shares representing 5.06% of the votes
Dimitar Georgiev Zhelev controls Bulls AD and Venside Enterprises Limited and the votes directly held by them.
5.6. MUPF Bulgaria AD
Number of voting shares and their share of the votes in the general assembly of the shareholders of the company:
As of 30.09.2011 г.: holds directly 4 646 278 shares representing 6.83% of the votes
As of 30.06.2011г.: holds directly 4 628 278 shares representing 6.81% of the votes
6. Data about shares held by the management and controlling bodies of the issuer as of the end of the respective quarter, as well as the changes for the period from the end of the previous quarter for each person separately
Information about the shares of IHB Plc. held by the members of the Supervisory and Management Boards
As of 30 September 2011:
|Acquired directly in 3Q 2011 |Transferred directly in 3Q 2011 |Number of shares held directly |Number of shares held through related parties |Total directly and through related parties |% of the votes in GA of the shareholders directly and through related parties | |Members of the Supervisory Board | | | | | | | |DZH AD |45 707 |0 |3 446 290 |0 |3 446 290 |5.07% | |Snezhana Hristova |0 |0 |2 056 |216 587 |218 643 |0.32% | |Konstantin Zografov |0 |0 |582 |208 |790 |0.002% | |Members of the Management Board | | | | | | | |Bozhidar Danev |0 |0 |208 |0 |208 |0.0006% | |Daneta Zheleva |0 |0 |41 044 |3 446 936 |3 487 980 |5.13% | |George Momchilov |0 |0 |75 |5000 |5075 |0.005% | |Borislav Gavrilov |0 |0 |208 |624 |832 |0.002% | |Boyko Noev |0 |0 |0 |0 | |0 | |
7. Information on unresolved court, administrative or arbitration proceedings related to liabilities or receivables amounting at least 10 percent of the equity of the issuer; of the total value of the liabilities or receivables of the issuer under all proceedings exceeds 10 percent of its equity, information about each proceeding separately is to be provided
n/a.
8. Information about loans granted by the issuer or its subsidiary, guarantees provided or liabilities undertaken, in total to one person or its subsidiary, including related parties, indicating the nature of the relations between the issuer and the person, the amount of the outstanding principal, interest rate, reimbursement deadline, amount of the liability, terms and conditions.
In the first, second and third quarter of 2011 IHB extended cash loans to companies in the group as follows:
- Privat Engineering AD, amounting to BGN 1,222 thousand, repayment term August 2013;
- Bulyard Shipbuilding Industry AD, in EUR, amounting to the BGN equivalent of 18,714 thousand, repayment term December 2011, March 2013 and December 2013;
- KLVK AD, amounting to BGN 13,670 thousand, repayment term September 2014 and December 2015.
In the first and second quarter of 2011 Privat Engineering AD, a subsidiary of IHB Plc., granted cash loans to Bulyard Shipbuilding Industry AD in EUR, amounting to a total of the BGN equivalent of BGN 8,851 thousand.
In the first and second quarter of 2011 Privat Engineering AD, a subsidiary of IHB Plc., granted a cash loan to its subsidiary Tirista Ltd in USD, amounting to a total of the BGN equivalent of BGN 139 thousand.
In the first and second of 2011 KLVK AD, a subsidiary of IHB Plc. made additional contributions in its subsidiary Odria Ltd totalling BGN 13,634 thousand. The funds are needed for funding of the construction of a ship for which the company has signed a contract with Bulyard Shipbuilding Industry AD.
Bogomila Hristova Daneta Zheleva
Investor Relations Director Chief Executive Director
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