June 30, 2009

One of the largest Bulgarian public holding companies successfully placed nearly 90 million new 9% 90,000,000 mandatory convertible preferred non-voting shares

In times of crisis, Chimimport’s successful issue may be beaming a signal for reanimating investor interest in Bulgarian equity market. Yet, investors’ interest in the offering is no surprise, as since its listing on the Bulgarian Stock Exchange in 2006 Chimimport has constantly been at the forefront of the stock market in Bulgaria. In addition, the issue was specifically designed around a number of attractive preferences, offering both maximum flexibility and return to the investors in the offered shares (the “New Shares”).

The New Shares combine a couple of parallel preferences. Firstly, each New Share offers a cumulative guaranteed annual dividend of 9% of its issue price of BGN 2.22. Secondly, each New Share provides its holder with a guaranteed liquidation quota to the amount of such New Share’s issue price. Thirdly, the New Shares are mandatorily convertible into ordinary shares of Chimimport at certain stages, while also being unconditionally convertible into ordinary shares at any time at the request of their holders (with conversion ratio being at all times subject to adequate investor-protection adjustments). Because of the extensive preferences they offer, the New Shares are issued as non-voting shares.

UniCredit Bulbank acted as Lead Manager on the transaction, and Central Cooperative Bank acted as the Co-Manager on the transaction.

In times of crisis, Chimimport’s successful issue may be beaming a signal for reanimating investor interest in Bulgarian equity market. Yet, investors’ interest in the offering is no surprise, as since its listing on the Bulgarian Stock Exchange in 2006 Chimimport has constantly been at the forefront of the stock market in Bulgaria. In addition, the issue was specifically designed around a number of attractive preferences, offering both maximum flexibility and return to the investors in the New Shares.

The New Shares combine a couple of parallel preferences. Firstly, each New Share offers a cumulative guaranteed annual dividend of 9% of its issue price of BGN 2.22. Secondly, each New Share provides its holder with a guaranteed liquidation quota to the amount of such New Share’s issue price. Thirdly, the New Shares are mandatorily convertible into ordinary shares of Chimimport at certain stages, while also being unconditionally convertible into ordinary shares at any time at the request of their holders (with conversion ratio being at all times subject to adequate investor-protection adjustments). Because of the extensive preferences they offer, the New Shares are issued as non-voting shares.

UniCredit Bulbank acted as Lead Manager on the transaction, and Central Cooperative Bank acted as the Co-Manager on the transaction.

The large-scale Bulgarian holding Chimimport operates in different sectors of the economy. For the 62 years of its existence, Chimimport has grown from a successful foreign trade enterprise specialised in trading in chemical products to a large-scale holding company (the “Group”), which unites more than 70 companies operating in several key sectors of the Bulgarian economy.

The priority investments of the Group are focused in the following sectors:

• Financial sector, including banking services, insurance, pension insurance, securitization of real estate;
• Extraction of oil and gas;
• Production of and trading in petroleum and chemical products and oil processing industry;
• Production of vegetable oils, purchase, processing and trading in grain foods; production of bio fuels;
• Air transport, ground activities related to the maintenance and repair of aircraft;
• River and maritime transport, port infrastructure.

Chimimport intends to use the net proceeds from the offering of the New Shares for the subscription of shares in the forthcoming capital increase of the Bulgarian River Shipping AD and CCB Group EAD, for financing the modernisation and enlargement of the airports in Varna and Bourgas, for financing the investment programs of Lesport and Port Balchik, for intercompany payments toward related persons, for acquisition of debts, for acquisition of shares and interests in other subsidiaries and associated companies, as well as of acquiring stakes in companies with potential for restructuring and development.

The consolidated assets of the Group increase from BGN 1,632 million in 2006 to BGN 2,747 million in 2007 and reach BGN 3,272 million as of 31 December 2008. The Group’s net operating result increases from BGN 60.8 million in 2006 to BGN 136.3 million in 2007. The net operating result of the Group for 2008 is BGN 143.2 million.

Chimimport is listed on the Bulgaria Stock Exchange since October 2006 (6C4 BU).