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NLB

Prospectus Apr 23, 2019

1985_rns_2019-04-23_ceb98e6d-70af-4c26-92c7-577207ef2aa1.pdf

Prospectus

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English translation of a Slovenian Summary approved by the SMA on 10 April 2019.

NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA subordinated Notes in the total nominal amount up to EUR 75 million with maturity in 2029

This document ("Summary") has been prepared in relation to subordinated notes of Nova Ljubljanska banka d.d., Ljubljana ("NLB", "Company" or "Issuer") with the ticker NLB27 and ISIN code SI0022103855 ("Notes") and represents a summary of the divided prospectus referred to in the third point of the second paragraph of Article 78 of the Market in Financial Instruments Act ("ZTFI-1"), which was approved by the Securities Market Agency of the Republic of Slovenia ("SMA").

This Summary, in conjunction with the description of the Notes ("Description") and the registration document of the Issuer approved by the SMA with Decision no. 40200-3/2018-12 as of 3 October 2018 ("Document") comprises the divided prospectus for the public offering of Notes and their admission to trading on the regulated market ("Prospectus"). The Summary and other sections of the Prospectus should be read as a whole.

The Notes will be offered to the public in the Republic of Slovenia.

An application will be filed for the admission to trading of the Notes on the bonds market of Ljubljanska borza d.d., Ljubljana ("Ljubljana Stock Exchange"), which is a regulated market within the meaning defined in the ZTFI-1 and Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments ("MIFID II").

The date of this Summary is April 2019.

The Summary consists of disclosure requirements known as "Elements". These Elements are numbered in sections A–E (A.1–E.7).

This Summary contains all the Elements required for inclusion in a summary for this type of securities and issuer. Since some Elements do not need to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the Summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element in question. In this case a short description of the Element is included in the Summary with the mention of "not applicable".

Section A – Introduction and Warnings
A.1 Warning. This Summary should be read as the introduction to the
Prospectus, which comprises the Document (registration
document of the Issuer approved by the SMA on 3 October
2018), the Description (a description of subordinated notes
of the Issuer that are the subject of the public offering and
admission to trading on the regulated market) and this
Summary.
The Summary is not a substitute for the
Prospectus. Any decision by potential investors to invest in
the Notes should be based on consideration of this
Prospectus as a whole, including all documents incorporated
by reference. Where a claim relating to the information
contained in the Prospectus is brought before a court, the
plaintiff investor may, under the national legislation of the
EEA Member States, be required to bear the costs of
translating the Prospectus before the legal proceedings are
initiated. The civil liability attaches only to those persons who
have tabled the Summary, including any translation thereof,
but only if the Summary is misleading, inaccurate or
inconsistent when read together with the other parts of the
Prospectus or if it does not provide, when read together with
the other parts of the Prospectus, key information in order to
assist investors when considering whether to invest in the
Notes.
A.2 Consent by the issuer or person
responsible for drawing up the
prospectus to the use of the
prospectus for subsequent resale
or final placement of securities by
financial intermediaries.
Not applicable.
Section B – Issuer
B.1 Legal and commercial name of
the issuer.
Company name is Nova Ljubljanska banka d.d., Ljubljana.
Short company name is NLB d.d.
The Company is using the company name and the short
company name for all purposes.
B.2 Domicile and legal form of the
issuer, the legislation under which
the
issuer
operates
and
its
country of incorporation.
The Company is organised in accordance with the Slovenian
Companies Act (ZGD-1) as a public limited company and is
registered with the Slovenian Business Register under the
company registration number 5860571000. The Company's
registered office is in Ljubljana, its business address is Trg
republike 2, 1000 Ljubljana, Republic of Slovenia and its
telephone number is +386 1 476 39 00.
B.4b A description of any known trends
affecting
the
issuer
and
the
industries in which it operates.
The operations, operating results and financial position of the
NLB Group are affected by numerous factors, some of which
influence also the results of the banking sector in general.
The NLB believes that the key factors are the following:
• The revenues and financial results of the NLB Group
depend on the general economic conditions in the
Republic of Slovenia and South-Eastern Europe.
• The profit of the NLB Group greatly depends on net
interest income, which is affected mainly by the interest
rate fluctuations in the euro area and in South-Eastern
Europe.
• The profit of the NLB Group is also affected by the
operating restrictions set by the European Commission,
some of which were withdrawn after the completion of the
first phase of the Bank's privatisation, and fully by 31
December 2019.
• The NLB Group is affected by an increased volume of
regulations addressing financial institutions in the euro
area and in South-Eastern Europe.
• The NLB is faced with severe competition from other
traditional banks and new financial technology companies.
• The operations of the NLB Group are affected by the
clients' increasing demand for online and mobile banking
platforms.
B.5 If the issuer is part of a group, a
description of the group and the
issuer's position within the group.
The NLB Group is a financial and banking institution based
in the Republic of Slovenia with a network of 327 branch
offices as at 31 December 2018, of which 94 operate in the
Republic of Slovenia and 233 in the banking markets of the
rest of South-Eastern Europe.
The NLB is the parent company of the NLB Group, which
comprises the NLB and its consolidated subsidiaries,
associates and joint ventures. These companies perform
various
types
of
activities,
including
banking,
asset
management, insurance and other financial activities.
B.9 Where
a
profit
forecast
or
estimate is made, state the figure.
Not applicable. The Prospectus does not include a forecast
or profit estimate by the Issuer.
B.10 A description of the nature of any
qualifications in the audit report on
the historical financial information.
Not applicable. The audit reports contain no qualifications on
historical financial information.
B.12 Selected historical key financial
information regarding the issuer.
The NLB Group achieved profit for the fifth consecutive year
in the amount of EUR 203.6 million in 2018 (2017: EUR 225.1
million). The strong result reflects business growth at a stable
margin and the negative cost of risk. This result is based on
the following key drivers:
• A strong positive performance in NLB with the year-end
result of EUR 165.3 million. All NLB Group subsidiary
banks in the SEE contributed an important part to the
consolidated net profit of the NLB Group (37%, i.e. EUR
75.8 million).
• ROE a.t. stood at 11.8%, whereas the RORAC a.t. (on a
normalised capital requirement of 15.38% of RWA) was at
15.3%.
• Non-recurring income from the sale of the subsidiary NLB
Nov penziski fond, Skopje in the positive amount of EUR
12.2 million.
• Continued loan growth in Strategic foreign markets (10%
YtD) and in retail loan balances in Slovenia (6% YtD).
• A very solid performance in the total net operating income
based on higher net interest income and fee, and
commission income.
• Continued solid performance with a negative cost of risk,
due to release of impairments and provisions.
• NPL levels were reduced by 26%, thus the NPL ratio
decreased to 6.9% (from 9.2% in 2017); the NPE ratio is
already at 4.7%.
• Liquid assets portfolio amounted to EUR 5,172 million
(41% of total assets), while capital ratios for the NLB Group
stood at 16.7%.
B.13 A description of any recent events
particular to the issuer which are
to a material extent relevant to the
evaluation
of
the
issuer's
solvency.
The Issuer believes that there are no special events that
would significantly affect the evaluation of the Issuer's
payment ability or solvency.
B.14 The issuer's dependence on other
entities in the group.
The NLB is the parent company of the NLB Group. The
members of the NLB Group contribute a significant share to
consolidated profit of the Group (in 2018, banking members
contributed 37% or EUR 75.81 million).
B.15 A
description
of
the
issuer's
principal activities.
The NLB is the largest bank in Slovenia and a market leader
in banking products and innovative solutions as well as the
leading provider of asset management and life insurance.
In addition to
the NLB, the NLB Group comprises its
consolidated subsidiaries, associates and joint ventures.
These companies perform various types of activities,
including banking, asset management, insurance and other
financial activities.
B.16. Ownership structure of the issuer. The Issuer's major shareholders as at 31 December 2018:
Shareholder Number of Percenta
shares ge of
shares
Bank of New York Mellon on
behalf of GDR* Holders 11,071,394 55.36
- of which Brandes Investment
Partners, L.P.** 1,342,035 6.71
- of which EBRD** 1,250,000 6.25
Republic of Slovenia 7,000,000 35.00
OTP banka d.d. - client
account 550,000 2.75
Addiko Bank d.d. - Pension
Fund 1 – fiduciary account 267,500 1.34
Other shareholders 1,111,106 5.55
Total 20,000,000 100.00
Notes:
* The Bank of New York Mellon owns shares as depositary (GDR Depositary) on behalf of GDR
Holders and is not the beneficial owner of the said shares.
** The information on GDR ownership is based on self-declarations by individual GDR Holders as
required pursuant to the applicable provisions of Slovenian law.
B.17 Credit ratings assigned to the International credit ratings of the Issuer:
issuer or its debt securities at the
request or with the cooperation of
the issuer in the rating process.
Credit rating
agency
Long-term
credit risk
assessment
Future
outlook
Fitch BB+ Stable
Standard &
Poor's
BB+ Positive
Moody's Baa2 Positive
Notes have no credit rating assigned by international credit
rating agencies.
Section C – Securities
C.1 A description of the type and the
class
of
the
securities
being
offered and/or admitted to trading,
including
any
security
identification number.
The Notes are subordinated, registered, EUR-denominated,
and issued in dematerialized form in accordance with the
Dematerialised Securities Act (ZNVP-1), as entries in the
Central register of securities maintained by KDD – Securities
Clearing Corporation.
Their ticker is NLB27.
ISIN code of the Notes is SI0022103855.
C.2 Currency of the securities issue. The currency of the Notes is EUR.
C.5 A description of any restrictions
on the free transferability of the
securities.
Following the issue, the Notes are freely transferable in line
with the provisions of the ZNVP-1 and other regulations,
rules and guidelines regulating the operations of KDD or
adopted by KDD. Title to the Notes will pass by registration
in the Central Register.
C.8 Description of the rights attached
to the securities, including ranking
and limitations to those rights.
The Notes are Tier 2 instruments referred to in Article 63. of
the
Regulation
(EU) No. 575/2013
of
the
European
Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms and
amending Regulation (EU) No. 648/2012 (hereinafter: CRR
Regulation) and are subordinate to ordinary liabilities of the
Issuer, so that in case of bankruptcy or liquidation of the
Issuer, the claims arising from the Notes principal are repaid:
(a) after repayment in full of all unsubordinated claims
against the Issuer as well as of all subordinated claims (if
any) which are not those referred to in sub-paragraph (b)
or (c) below;
(b) with the same priority (pari passu) as, and proportionally
with, the following claims against the Issuer:
(i) claims arising under other instruments which qualify
as Tier 2 instruments;
(ii) any other subordinated claims which are expressed to
have the same priority of repayment as the Tier 2
instruments;
(c) in priority to the following claims against the Issuer:
(i) claims arising under instruments which qualify as
Common
Equity
Tier
1
capital
instruments
or
Additional Tier 1 instruments; and
(ii) other subordinated claims which, pursuant to their
contractual
terms,
have
the
same
priority
of
repayment
as
Common
Equity
Tier
1
capital
instruments or Additional Tier 1 instruments.
In the event that any provision of the Notes or Terms and
Conditions of the Notes is supplemented, amended or
revoked, the Replacement Notes may be issued on the basis
of such change, as defined in Condition 10 of Terms and
Conditions of the Notes.
The Issuer's obligations arising from the Notes as estimated
by the Issuer meet the conditions for eligible qualified
obligations laid down in the third paragraph of Article 45. of
the Resolution and Compulsory Dissolution of Credit
Institutions Act ("ZRPPB") and for eligible obligations under
the sixteenth paragraph of Article 12. of Regulation (EU) no.
806/2014 ("SRM Regulation") and may be written down or
converted if competent body applies the resolution measures
to the Company as provided for in the ZRPPB or the SRM
Regulation.
C.9 Description of the rights attached
to the securities, including:
- the nominal interest rate,
The total nominal value of Notes issue is no more than EUR
75 million. The Notes shall be issued in the nominal value of
EUR 100,000.00 each. The entire issue of the Notes
contains no more than 750 denominations.
- the date from which interest
becomes payable and the due
dates for interest,
Potential investors may submit an offer to buy the Notes at
the offering price expressed as a percentage of the nominal
Note value, in the range between 99.10% and 100.00% of
the nominal Note value.
- where the rate is not fixed,
description of the underlying
instrument on which it is based,
- maturity date and arrangements
The Notes would be entered into the Investors' Trading
Accounts presumably on 6 May 2019 or no later than within
a few days after the payment of the Notes.
for the amortisation of the loan,
including the repayment
procedures,
Each Note grants the Noteholder the right to receive the
principal of the Notes, which equals the nominal amount, and
interest.
- an indication of yield,
- representation of debt security
holders'.
The Notes principal shall be payable in one amount on the
maturity date of the Notes, which is 6 May 2029 or earlier, if
the Issuer exercises the early redemption option of the
Notes.
cases: Provided that it obtains a permission of the competent
authority referred to in Article 77. of the CRR Regulation for
conducting redemption, repurchase, repayment or payment
of the Notes, the Issuer may, at its sole discretion and after
prior irrevocable notice to Noteholders at least 30 days but
no more than 60 days in advance, pay the principal of all the
Notes (but not only
some), together with the interest
calculated until the date of redemption, in the following
(a) if the Issuer fails to obtain the approval of the European
Central Bank for inclusion of the amount received by the
Issuer as the paid-up amount or proceeds of the initial
sale of the Notes (the Paid-Up Amount) in the
calculation of its Tier 2 capital on or before 6 August
2019;
(b) if the Notes are redeemed on the Fifth Anniversary; or
(c) if, as a result of any change in, or amendment to, the
laws or regulations or any change in the application or
official interpretation of such laws or regulations which
becomes effective after the Issue Date, there is a
change in the tax treatment of the Notes due to which:
(i) the Issuer becomes (or it becomes certain that on
the next Interest Payment Date the Issuer will become)
required to pay additional amounts as provided or
referred to in Condition 6; or
(ii) the Issuer ceases to be (or it becomes certain that
on the next Interest Payment Date the Issuer will cease
to be) entitled to treat the interest on the Notes as a tax
deductible expense, either entirely or in a material part;
or
(iii) for other reasons the tax treatment of the Notes
becomes more burdensome for the Issuer than on the
Issue Date; or
(d) if, due to a change in the conditions for inclusion of the
Notes in the Tier 2 capital of the Issuer on individual and
consolidated level, it becomes likely that the Paid-Up
Amount, in whole or in part, will no longer qualify as Tier
2 capital of the Issuer on individual and consolidated
level or will be re-classified as a lower quality form of
capital.
Interest on the Notes principal shall accrue from the date of
the issue of the Notes until the final repayment of the Notes
principal at annual Interest Rate, which amounts to:
(i) before the Fifth Anniversary (however excluding the Fifth
Anniversary), 4.2%;
(ii) from and including the Fifth Anniversary, the sum of
Reference Interest Rate, applicable on Interest Rate
Determination Date, and Margin.
Interest shall be paid in arrears on each anniversary of the
issue date. If interest is calculated for a period shorter than
one year, it is calculated based on the actual number of days
in the interest-accruing period and the actual number of days
in the year. The amount of interest payable to each
Noteholder shall be rounded to two decimal places.
Interest shall no longer be accrued on Notes as of the date
of their maturity. If the payment of the Notes principal is
unreasonably held back or refused, a beneficiary of such
payment shall be entitled to the payment of interest at the
Interest Rate stated hereunder until the earlier of the
following days: (a) the day all due amounts arising from such
Note are paid to the beneficiary or another person for the
beneficiary's account and (b) the day which is five business
days after the day on which the Issuer informs the
beneficiaries that the payment of all due amounts arising
from the principal and interest to each beneficiary would be
made (unless the Issuer later again defaults on its payment
obligations).
In relation to the Issuer, no organisation represents the
Noteholders.
C.21 Indication of the market where
the securities will be traded and
for which prospectus has been
published.
Principal market of the Ljubljana Stock
Exchange, bond
segment.
Section D – Risks
D.1 Key information on key risks that
are specific to the issuer or its
industry.
• The NLB Group is subject to risks arising from the global
macroeconomic environment.
• The NLB Group is subject to risks arising from the
macroeconomic and political environment in the Republic
of Slovenia.
• The NLB Group is subject to risks arising from the
macroeconomic and political environment in South
Eastern Europe.
• The consequences of the UK's exit from the European
Union can have a negative impact on global economic
conditions, financial markets and our operations, which
could have an adverse effect on the NLB Group's
operations, financial position and operating results.
• Abandonment of the euro or the abolishment of the
European Monetary Union could have a significant
negative impact on the operations of the NLB Group, its
financial position and the operating result.
• The NLB Group is exposed to credit risk and in the past
experienced a significant increase in the volume of NPLs.
As a result, in the past period, expenses for provisions and
impairments considerably increased, which had a very
negative impact on the operations, financial position and
operating results of the NLB Group.
• The NLB Group is exposed to risks related to market
factors that affect the value of collateral and the realisation
of such collateral.
• Most of the NLB Group's loans are secured by real estate
interest and are therefore exposed to a decline in prices
on real estate markets where it operates, in addition to
other unfavourable factors in South-Eastern Europe, which
affect the volatility of the local real estate market.
• Delays or incomplete implementation of the process of
disinvestment of non-core assets could have a negative
impact on the financial performance of the NLB Group.
• Delays in achieving or failure to achieve objectives laid
down
in
the
Non-Performing
Exposure/Receivable
Management Strategy could adversely affect the financial
performance of the NLB Group.
• The NLB Group has a significant concentration on the side
of loans and deposits, both from the geographical point of
view and in terms of client segments. This concentration,
together with the concentration of its investment portfolio,
exposes the NLB Group to an increased level of risk.
• If the NLB Group and/or the Republic of Slovenia fail to
comply with the new commitments of the EC, this may
have a negative impact on the NLB Group.
• If the Republic of Slovenia did not reduce its stake in the
NLB in accordance with the new commitments, this could
have a negative impact on the NLB Group.
• In August 2016, the NLB Group adopted a new strategy
the implementation of which could be compromised by
several factors.
• The NLB Group is exposed to risks in connection with
potential future purchases or sales of assets.
• The NLB Group is exposed to the risk due to the possibility
that the liquidity and sources of funding that it currently
uses may not always be readily available.
• The cost of borrowing, the access to capital markets, the
reputation and competitive position of the NLB are highly
dependent on its credit ratings and the credit rating of the
Republic of Slovenia.
• The NLB Group is exposed to the risks associated with the
volatility of global liquidity on the financial markets as a
result of the monetary policies of central banks.
• Interest rate fluctuations can adversely affect the results of
the NLB Group.
• The NLB Group is exposed to risks in connection with the
exchange rate fluctuations.
• In the future, the NLB will need to increase capital for a
variety of reasons, including due to changes in regulatory
requirements, and may have significant difficulties in
providing such additional capital, whereas other banking
members of the Group are subject to capital requirements
in line with their local legislation and if one or more of these
banks fails to maintain an adequate level of capital, this
could have a significant adverse effect on the NLB Group.
• Fierce competition can have a negative impact on the NLB
Group.
• The NLB Group may be exposed to losses if it is
subsequently
established
that
the
key
accounting
judgements or estimates were incorrect or inaccurate.
• The NLB Group depends on the strength of its reputation.
• Further success of the NLB Group depends on its keeping
the key members of the senior management and its ability
to employ, train and motivate qualified personnel.
• The operations and financial results of the NLB Group can
be changed as a result of the NLB becoming a company
that is not in majority ownership of the Republic of
Slovenia.
• The NLB will have an important Shareholder, who will be
able to exert a strong influence on business decisions.
• The NLB Group faces the risks related to its mutual funds
operations.
• The NLB Group is exposed to operational risk, including IT
risks, which are not necessarily fully covered by insurance.
• NLB Group faces the risks associated with life insurance
business.
• The NLB Group is exposed to the risks of money
laundering and terrorist financing since third parties could
exploit the NLB Group as a means of carrying out illegal or
terrorist activities without the knowledge of the NLB Group,
which could have significant negative impacts on the NLB
Group.
• The NLB Group is exposed to the risks of external or
internal fraud.
• The NLB Group is faced with interest, liquidity, currency,
credit, market, investment and operational risks, which
could have a negative impact on the NLB Group if the risk
management policies were not appropriate.
• The NLB Group's information systems could fail or their
security might be compromised.
• An unfavourable outcome of pending litigation might have
a negative impact on the NLB and the Group.
• Litigation in Croatia may have a negative impact on the
NLB.
• If it is found that the NLB is responsible for claims related
to bail-in, this may cause a significant financial burden.
• Catastrophic or unforeseen events, such as wars, terrorist
acts,
earthquakes,
floods,
other
natural
disasters,
pandemics and other geopolitical events can have
significant negative impacts on the NLB Group.
• The NLB Group is dependent on its network of branch
offices in key locations.
• The NLB Group's insurance policies and premiums, the
amount of which is based on own risk assessment, may
not be sufficient to cover all potential losses in the future.
• Delayed or incomplete digitalisation processes, including
switching to interaction with clients without branch offices,
could have a strong impact on business results in the
coming years and could have a negative impact on the
development of the NLB Group's business strategy.
• The NLB Group is subject to changes in the regulatory
framework in which it operates, and any such changes can
have a significant negative impact on the NLB or the NLB
Group.
• The NLB Group could be unsuccessful in managing
various regulatory requirements that apply to it, including
in relation to capital and liquidity requirements, stress tests
and other requirements being enforced.
• The NLB Group is exposed to risks arising from large
exposures to the NLB Group companies.
• Regulatory and compliance requirements can expose the
NLB Group to additional legal risks.
• The NLB Group can be negatively affected by the
initiatives of Slovenian and/or European banking reforms.
• The NLB Group is subject to the recently established rules
on markets in financial instruments.
• The NLB Group is subject to the recently established rules
on deposit guarantee schemes.
• The NLB Group is subject to regulatory changes in
connection with payment services.
• The NLB Group is subject to regulatory novelties related
to the EMIR.
• The NLB Group is exposed to risks in relation to tax
regulations.
• The NLB Group is exposed to risks connected with the
transferred tax loss.
• The NLB Group is subject to regulatory novelties related
to brokers involved in the promotion, sale and custody of
certain insurance products.
• The NLB Group has to comply with data protection and
privacy laws and could become a target of cybercrime.
• The NLB Group is exposed to changes in labour
legislation.
• The NLB Group has introduced systems and mechanisms
for ensuring compliance with regulations and internal
procedures throughout the NLB Group, and their failure
could affect the compliance of the NLB or other members
of the NLB Group with local and EU regulations as well as
the ability of the NLB or other members of the NLB Group
to properly evaluate regulatory changes and prepare for
them in due time.
• Non-compliance with certain EU rules and national rules
may result in financial sanctions for the NLB Group and its
management team.
• The NLB Group is subject to regular inspections by the
ECB and there is a risk that it will be subject to sanctions
in the event of a deficiency.
• If it were not prepared properly and in due time for the
upcoming
regulatory
changes,
this
could
result
in
additional costs, inefficiency and business restrictions or
setbacks as well as further non-compliance.
D.2 Key information on key risks that
are specific to the issuer.
The key risks are the same as under D.1.
D.3 Key information on key risks that
are specific to the securities.
• Risk of default.
• Liquidity risk.
• The risk of change in the sales price on the regulated
market.
• Currency risk and exchange control.
• Noteholders do not have the option to demand early
payment of obligations arising from the Notes.
• The Issuer has the option of early payment or call of the
Notes.
• The risk of reinvesting the principal and coupons of the
Note.
• The risk of the change in the yield arising from the Notes
in case the Issuer fails to early call them after 5 years of
the Notes Issue Date.
• The Terms and Conditions of the Notes can be changed
without the Noteholder's consent.
• The risk that the Notes would be used for covering losses
in the event of the Issuer resolution.
• The risk associated with the subordination of the Notes in
the event of liquidation or bankruptcy of the Issuer.
• The risk associated with exclusion of set-off.
• The risk associated with withholding tax.
• The risk of future regulatory changes.
Section E – Offer
E.2b Reasons for the offer and the use
of proceeds.
The purpose of the Notes issue is to optimise the Issuer's
capital structure on individual and consolidated level.
E.3 Terms and conditions of the offer. The offering is open to institutional investors who are invited
by the Issuer to subscribe and pay the Notes, provided they
are independent from the Republic of Slovenia.
Notes shall be subscribed in the period from 15 April 2019
to including 26 April 2019 before 12:00 (noon) Slovenian
local time.
The invited investor shall subscribe the Notes by submitting
a Binding Offer indicating the desired amount of the
purchase of Notes (without restrictions) and the price at
which it is willing to buy the Notes (the price must be within
the Offering Price Range, which is between 99.10% and
100.00% of the nominal value of the Note). The Subscriber
may submit up to five offers at different offering prices on the
Binding Offer form. The Subscriber who submits a Binding
Offer cannot withdraw from subscription.
Upon completion of the offer, the Issuer shall, on the basis of
accepted Binding Offers, set the Final Offering Price of the
Notes, and the total nominal value of the issue. The Issuer
shall inform each Subscriber of the allotment, partial
allotment or non-allotment of the Notes by no later than 29
April 2019 as well as publish the Final Offering Price, which
will be the same for all allotted Notes, and the final number
of allotted Notes at the Issuer's website and on SEOnet,
whereas the RNS London Stock Exchange website will
include a link to the publication on the Issuer's website.
The Subscribers will be obliged to pay the allotted Notes on
6 May 2019 before 12:00.
The Notes would be entered into the Investors' Trading
Accounts presumably on 6 May 2019 or no later than within
a few days after the payment of the Notes.
E.4 A description of any interest that
is
material
to
the
issue/offer
including conflicting interests.
Not applicable. The Issuer did not conclude an agreement on
the purchase of the Notes with any entity on the basis of firm
commitment or based on best efforts. The Issuer has no
knowledge of the existence of natural persons or legal
entities participating in the Notes issue/offer who could have
any interest, including the conflicting interest, which would be
relevant for the Notes issue/offer.
E.7 Estimated expenses charged to
the investor by the issuer or the
offeror.
Not applicable. The Issuer shall not charge the Investors any
fee, commission or cost related to the offer.

PERSONS RESPONSIBLE

Nova Ljubljanska banka d.d., Ljubljana with the headquarters at Trg republike 2, 1520 Ljubljana, accept responsibility for the information contained in this Summary. To the best of Nova Ljubljanska banka d.d., Ljubljana knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Summary is in accordance with the facts and does not omit anything likely to affect the import of such information.

On behalf of NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA

Blaž Brodnjak, President of the Management Board

Andreas Burkhardt, Member of the Management Board

Archibald Kremser, Member of the Management Board

László Pelle, Member of the Management Board

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