14 FEBRUARY 2018

he Prospectus of the Mandatory Takeover Bid for securities issued by CB  „VICTORIABANK” S.A. has been approved by decision of National Commission for Financial Market no. 8/13 of 05 February 2018


Identification of Bidder:

The mandatory takeover bid is initiated by: VB Investment Holding B.V. (state registration number 62931601), with headquarters in Netherlands, Amsterdam, Strawinskylaan 3127, 1077 ZX.


Identification of Issuer:

The issuer is Commercial Bank „VICTORIABANK" Societate pe acțiuni, with headquarters at: MD-2004, R. Moldova, mun. Chisinau, str. 31 August 1989, nr. 141, IDNO-fiscal code 1002600001338.


Class and number of securities owned by the Bidder and the persons acting in concert with the Bidder:

The Bidder owns 16,691,418 ordinary nominative shares of class I, ISIN code MD14VCTB1004, with nominal value of 10.00 lei each, which represents 66.77% of the issuer’s social capital.

The Bidder does not have information regarding existence of persons who act in concert with the Bidder or the Issuer, as far as this takeover bid is concerned.


Number of securities making the object of the takeover bid:

The takeover bid concerns the acquisition of 8,308,673 shares issued by CB „VICTORIABANK” SA, which represent 33.23% of the total number of ordinary nominative voting shares.


Offered price per security:

The offered price per security is 78.21 lei (seventy eight lei 21 bani).


Action period of the takeover bid:

The takeover bid is active for a period of 70 (seventy) calendar days, between 14 February 2018 and 24 April 2018.


Identification of the takeover bid intermediary:

The intermediary of the bid is Commercial Bank „VICTORIABANK" S.A., with headquarters at: MD-2004, R. Moldova, mun. Chisinau, str. 31 August 1989, nr. 141, IDNO-fiscal code 1002600001338, investment company license of category „C”, series CNPF no. 000820, of 15.03.2015, tel. no.: 022-57-63-50, 022-57-63-51, 022-57-63-54, e-mail: valori.mobiliare@vb.md.



Information about the place and period of time in which interested shareholders can familiarize themselves with the takeover bid prospectus and receive a copy of it:

Shareholders can familiarize themselves with the takeover bid prospectus in electronic form on the website www.victoriabank.md or at CB „VICTORIABANK”SA headquarters, at the address: mun. Chisinau, str. 31 August 1989, no. 141, office 201, get a free copy of it and receive additional information, any working day during the action period of the takeover bid, between the hours 09.00-12.30 and 14.00-16.00.


The place where the sale counter-offers can be submitted:

The shareholders who accept the terms of the mandatory takeover bid can receive the Sale Form at the intermediary’s headquarters, any working day, between the hours 09.00-12.30 and 14.00-16.00. In the last day of the takeover bid action period, the Sale Forms will be accepted between the hours 09.00-12.30.


Documents to be submitted:

- Statement from the Registry of shareholders issued by Registry Company „Grupa Financiară” S.A. (address: mun. Chisinau, str. Ismail, 88/1, tel. 022-27-18-45), which confirms the ownership and the number of owned shares, as well as the absence of any restrictions imposed on the shares;

- For individual shareholders - the identity document; if represented by another person - the power of attorney issued in accordance with legal provisions;

- For corporate shareholders - the incorporation document (which confirms the body authorized to decide on the sale of shares), certificate of state registration, statement from state registry of legal entities, decision of the management body regarding the sale of shares within the takeover bid, the power of attorney and the identity document of the representative (if applicable).

Payment for the securities which make the object of the takeover bid will be made by the Intermediary by transfer to the accounts of the selling shareholders starting with the fourth working day from the day the deal is registered at the Moldova Stock Exchange. The selling shareholders will receive the price of securities with the deduction of trading commissions and taxes included in the sale orders.



VB Investment Holding B.V.