At the meeting held on 07.10.2022, the Board of Directors of the Macedonian Stock Exchange reached a Decision for listing of the second issue of perpetual bonds issued by UNI Banka AD Skopje, on the sub-segment Exchange Listing - Listing of Other Securities.
The perpetual bonds issued by UNI Banka AD Skopje are a hybrid financial instrument with specific features, which appeared for the first time on the domestic securities market in 2019. The specific features of this financial instrument derive from the fact that these securities have no maturity, the possibility for the issuer to cancel the payment of interest at any time, as well as the possibility for the issuer to decrease the value of the bonds, partly or totally, in certain circumstances. Therefore, they are primarily intended for investors who have sufficient knowledge and experience for investing in such financial instruments, i.e., as stated in the in initial Listing Prospect of these securities:
"These bonds are complex financial instruments that are not appropriate for a particular category of investors. Potential investors should not invest in Bonds unless:
• have sufficient knowledge and experience in order to make a sound assessment of the Bonds and understand the benefits and risks of investing in these Bonds;
• have access to and have knowledge of appropriate analytical tools in order to assess the investment in the Bonds;
• have sufficient financial resources and liquidity in order to cope with the risks of investing in the Bonds, including the possibility of losing the entire nominal amount of the Bonds;
• thoroughly understand the terms and conditions for issuing Bonds and
• are familiar with the behavior of financial markets. "
The characteristics of this financial instrument are as follows:
• Securities type: Non-cumulative, non-convertible, transferable, subordinated, unsecured, perpetual bonds, with fixed interest rate. The issued capital instrument will be used as additional capital of the Bank (Tier 1 capital)
• Number of issued bonds: 2,500
• Nominal value of one bonds: 1,000 EUR
• Total nominal value of the issue: EUR 2.5 million
• Manner of issuance: private offer
• Maturity: No maturity
• Interest rate: 5% fixed annual for the first 5 years, 7% after that period, to the amount of the current principal. The interest is paid semiannually, on March 1st (in a leap year, the semiannual interest will be paid on February 29th) and August 30th. every year. The interest is calculated in euros, and is paid in denars, according to the average rate of NBRSM on the day of payment
• Cancelation of interest:
o Optional - The issuer may, at its own discretion, decide to cancel all interest payments for an indefinite period of time
o Mandatory - If the Issuer does not meet the capital requirements in accordance with the applicable legal regulations
o The canceled interest rates, on any basis, are not accumulated
• Sources from which interest will be paid: Interest is paid from the profit available for distribution, where payment can be made even if the profit is not revised by a certified auditor
• Legal position (subordination) of the bonds: The bonds are unsecured and subordinated liabilities in respect to all debtors of the issuer, such as: the claims of depositors, principal creditors, subordinated debt, instruments issued as Tier II capital or a guarantee in respect of such instruments. The bonds are equal to each other and in relation to other instruments of additional core capital from level 1 of the Issuer. The Bonds have priority over the issuer's share capital, including preferred shares
• Purchase option / redemption: The issuer may redeem securities after the expiration of 5 years from the date of issue, at face value, with prior approval from the National Bank. The issuer may, with prior written consent of the National Bank, redeem securities before the expiration of 5 years from the date of issue in the case of changes of the relevant tax regulations or the bank regulations, according to the conditions from the National Bank’s Decision on the methodology for capital adequacy.
• Decrease in the nominal value of the bonds (loss absorption): Temporary or permanent write-off in case of failure to meet the critical event: 5.125% degree of capital adequacy. The re-increase of the nominal value of the bonds is the discretion of the Issuer after the profit is confirmed by the Shareholders Assembly and the Issuer will notify the National Bank.
Having in mind the aforementioned, as with every investment in securities, it is necessary for investors to be thoroughly informed about the characteristics of the financial instrument by inspecting and analyzing the listing prospect (especially the part about the risks), as well as by reading the announcements that the Issuer will publish in future through the Electronic reporting system for listed companies, SEI-Net.
Data on listing, trading and settlement with securities:
• Trading Code: UNIPO2
• Listing date and first trading day: 12.10.2022
• Trading Mode: Auction Trading, Third Group
• Price: As a percentage of the nominal value, without accumulated interest (clean price)
• Minimum price correction: 0.1%
• Minimum quantity of trading (lot): 5 bonds
• Settlement: The settlement of the transactions concluded at the Stock Exchange will be performed by the Central Securities Depository AD Skopje, which will calculate the “accumulated interest” which, according to the Rules of the Depository, the buyer will pay to the seller of the bonds.