Cyfrowy Polsat S.A. announces an offering of senior secured notes by its Swedish subsidiary Cyfrowy Polsat Finance AB (publ)

The Management Board of Cyfrowy Polsat S.A. (Cyfrowy Polsat) informs that its wholly owned Swedish subsidiary Cyfrowy Polsat Finance AB (publ) (the Issuer) plans to make a private placement of fixed rate senior secured notes in the aggregate principal amount of EUR 350.0 million (the Senior Notes). The Senior Notes will be senior secured obligations of the Issuer and will be guaranteed by Cyfrowy Polsat and certain of its subsidiaries.

Cyfrowy Polsat intends to use the net proceeds of the Senior Notes, together, if necessary, with cash on hand, to repay in full indebtedness outstanding under its senior secured bridge facility, the proceeds of which were used to pay a portion of the consideration for the Cyfrowy Polsat's acquisition of Telewizja Polsat S.A., which was completed on April 20, 2011.

This report is not an offer to sell, or the solicitation of an offer to buy, the Senior Notes. The Senior Notes will be offered only to qualified institutional buyers under Rule 144A under the U.S. Securities Act of 1933, as amended (the Securities Act), and to non-U.S. persons in transactions outside the United States under Regulation S under the Securities Act. The Senior Notes will not be registered under the Securities Act and may not be offered or sold in the U.S. or to U.S. persons absent registration or an applicable exemption from registration requirements. In relation to the United Kingdom, the Senior Notes may not be offered or sold except in accordance with all applicable requirements of the Financial Services and Markets Act 2000 (FSMA) and regulations passed under FSMA, or pursuant to an applicable exemption. In addition, the Senior Notes may not be offered in the United Kingdom or any other member state of the European Economic Area except in circumstances which do not require the publication by Cyfrowy Polsat of a prospectus pursuant to Article 3 of the EU Prospectus Directive (2003/71/EC).

Legal basis: Article 56 Section 1 Item 1 of the Offering Act