2023-June-8-mld-240-min-amd-amamtls11er3
My Ameria
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Մոբայլ բանկինգ
Stocks Issued

8.240.000.000 AMD


Lead Manager


June 2023

Public offering of Class “A” common stocks issued by Telecom Armenia OJSC 

On May 31, 2023, the prospectus of Telecom Armenia OJSC nominal stocks was registered by the resolution of Chairman of the Central Bank of Armenia N 1/288A. The electronic version of the prospectus may be downloaded at the link below.

The stocks will be placed from June 07, 2023 to October 31, 2023, or earlier: on the day when the stocks will be fully placed.  

To purchase stocks, the investors shall fill in the application-order (hereinafter the”order”) form and deliver it to the Lead Arranger in a due manner. Subject to the order, investors accept and agree to be bound by the terms and conditions of the issue.

An order for the purchase of stocks will be considered duly submitted to the Lead Arranger if it has been submitted through any of the following systems or means of communication;


After filling out the order for the purchase of stocks and properly submitting it to the Lead Arranger, the appropriate funds for the purchase of the stocks must be deposited by the investors to the account number 1570043105289700 opened at Ameriabank CJSC for the purpose of issuance, until the end of the day of submission of the purchase order.

Individuals who are purchasing the stock through MyInvest platform of MyAmeria mobile application have the opportunity to automatically open the securities account and deposit the appropriate funds for the purchase of stocks through the same platform.

Investors are informed about the fulfillment of their orders within 2 working days following the order submission date.

The Issuer informs that it will bear 1-year cost* of the service fee due for the securities (depo) account of individuals who will open a securities account as part of the custody services provided by Ameriabank CJSC, to purchase the stocks.

*Pursuant to Ameriabank CJSC Securities Account Opening/Custody Service Tariffs, the annual service fee for a securities (depo) account  is AMD 5,000.


Terms of Issue

TELECOM ARMENIA OJSC

ISSUER

Class “A” common stocks

TYPE

40,000,000

QUANTITY

206 AMD

STOCK PRICE

8,240,000,000 AMD

TOTAL OFFERING VOLUME

200

MINIMUM PURCHASE QUANTITY

41,200 AMD

MINIMUM PURCHASE VOLUME

AMERIABANK CJSC

LEAD ARRANGER

Documents

Prospectus

PDF, Armenian version

View document

Application-order for legal entities

PDF, English version

View document

Application-order for individuals

PDF, English version

View document

FAQ

What is a share?

A share is a security that certifies the right of its owner (shareholder) to receive a portion of the company's profit in the form of a dividend and to participate in the management of the joint-stock company.>

Who is the target of the public offering?

Public offering is for resident and non-resident individuals and legal entities.

What kind of shares does the Company offer?

The Company offers newly issued ordinary registered shares of class A.

What other shares has the company issued?

The Company has issued also ordinary registered shares of class B, 100% of which are owned by TEAM CJSC.

What is the difference between class A and class B shares?

The Company's ordinary shares of class A and class B grant to their holders the same rights (other than the right to vote per share). Class A shares carry 1 (one) vote per share, while class B shares have 10 (ten) votes per share. :

After placement of class A shares, what will be the share of class A and class B shares in the Company's share capital?

•In the event of placement of the entire volume of class A ordinary shares, the holders of the Company's class B ordinary shares will own 82.49% of the Company's ordinary shares, and the holders of the class A ordinary shares will own 17.51% of the Company's ordinary shares.
•Considering the number of votes granted by each class of shares, the holder of Class B ordinary shares will be entitled to 97.92% of the allocated voting shares of the Company, and the holders of Class A ordinary shares will have 2.08% of the allocated voting shares of the Company.

Can I purchase class B shares?

No, the offering is for class A shares only.

8. When will I be able to exercise the rights under the shares (for instance, receive dividends and participate in management of the Company)?

•You will be able to exercise the rights under the shares only after the end of the placement and registration of the charter reflecting the change in the Issuer’s share capital in the State Register of Legal Entities.When will I be able to exercise the rights under the shares (for instance, receive dividends and participate in management of the Company)?

What income will I receive from the shares?

•Investors can receive income from shares either in the form of dividends or by selling (disposing of) the shares at a higher price.

What dividends will a shareholder receive in case of purchasing class A shares?

•According to the Republic of Armenia laws and regulations the Company cannot guarantee payment of dividends for ordinary registered shares. Issues related to payment of dividends for the shares are subject to the Republic of Armenia laws and regulations and the Company’s charter. The Company can make a decision (statement) about payment of quarterly, interim and annual dividends for the placed shares.

Will I be able to sell the shares at a higher price?

•Share price is determined by supply and demand in the market. It may increase or decrease generating a gain or loss for the investor.

Are the gains from the shares taxable?

•Dividends received by a resident profit tax payer are not subject to profit tax.
•Non-resident profit tax payers are exempted from profit tax accruing on dividends received from the listed shares and income generated from disposal of such shares.
•Income generated from disposal of the shares by resident and non-resident individuals is not taxable. Dividends from the listed shares are not subject to income tax.

How will I be able to participate in the management of the Company? :

•Shareholders can participate in the management of the Company by attending the general meetings of shareholders.
•The company convenes an annual general meeting of shareholders every year. Apart from the annual general meetings of shareholders, all other general meetings of the Company are considered extraordinary. Decisions of the Company’s general meeting of shareholders are adopted by a simple majority of the votes of the holders of voting shares participating in the meeting.
•Company’s shareholders may exercise their right to participate in the Company's general meeting in person or through an authorized representative.

Where can I receive complete information about the Company and the offered shares?

•Full information about the Company and the offered shares is presented in the prospectus which is available on the official websites of Telecom Armenia OJSC and Ameriabank CJSC.

How can I purchase the offered shares?

•The shares are sold by the lead arranger, i.e. Ameriabank CJSC. The shares can be purchased:

i.Online

1.By submitting a purchase order via MyInvest module of MyAmeria system
2. By submitting a purchase order via Online Banking system of Ameriabank

ii.In person

1.By visiting any of the Ameriabank’s branches and completing the relevant purchase order with the client manager

iii.By sending the completed purchase order to capitalmarkets@ameriabank.am:

Is it necessary to become a client of Ameriabank to purchase the shares?

No, but only individuals who are clients of Ameriabank can submit a purchase order via MyInvest module

How to become a client of Ameriabank?


•To be become a client you need to approach any of Ameriabank branches
•Individuals can open a bank account online https://smart-apply.ameriabank.am/
•Individuals can open a bank account by downloading MyAmeria app and submitting an account opening application via the app. After it Ameriabank employees make a video call to perform client identification.

What other account does an investor need?


•To purchase shares an investor must also have a securities account.
•Investors submitting share purchase orders via MyInvest module of Ameriabank can open a securities account online.

Is there an account opening fee?


•Opening a bank account online at Ameriabank is free, but for a securities account, there is an annual fee of AMD 5,000 for securities account maintenance.
•The Issuer will cover the securities account maintenance costs for 1 year for those individual investors who will open a securities account under the securities custody services of Ameriabank CJSC to purchase the Shares.
•Investors can obtain the information about other fees (if any) for opening a bank and/or securities account at a licensed company other than Ameriabank from such company.

Are there any other costs for purchasing shares?


No additional costs or taxes will be charged to the persons purchasing the shares during the placement. In case of purchasing the shares through a brokerage firm, the investor should clarify the details of the payment process with the respective brokerage firm.

Can I sell the shares?

•Shares can be sold after listing and admission to trading at the Armenia Securities Exchange.

When will the shares be listed?

•Within 5 business days after placement of shares, the Company will apply to Armenia Securities Exchange OJSC for listing and admission to trading of the shares. According to the estimations of the lead arranger the shares will be listed within 1 month after the end of placement.

What do I need to trade shares on the Securities Exchange?


•Investors must use brokerage services for trading shares on the Securities Exchange. Brokerage services are provided by a number of local banks and investment companies.
•Individuals using Ameriabank's brokerage services can trade shares on the Securities Exchange online through MyInvest platform.

What costs do I incur when trading shares on the Securities Exchange?


•For transactions with shares an exchange fee equal to 0.1% of the transaction amount is applied.
•Apart from the exchange fee, an additional commission may be applied by the broker. The Investor can obtain information about it from the broker. Ameriabank applies a brokerage fee of 0.1% of the transaction value (min. AMD 2,000) for stock exchange transactions.