With reference to the current report No. 35/2022 of 16 December 2022 in which Cyfrowy Polsat S.A. (the “Company”) announced that it resolved to issue no more than 2,670,000 unsecured series D bearer bonds with the nominal value of PLN 1,000 each and the aggregate nominal value not exceeding PLN 2,670,000,000, issued under a bond issuance program (the “Series D Bonds”), the Company hereby announces that on 11 January 2023, it purchased (repurchased) for redemption (i) 691,952 series B bearer bonds with the total nominal value of PLN 691,952,000 issued by the Company on 26 April 2019 with the redemption date specified in the terms and conditions of the series B bonds issue on 24 April, 2026, designated with ISIN Code PLCFRPT00047 and listed in the Alternative Trading System operated by the Warsaw Stock Exchange (“WSE”) as part of the Catalyst market, and (ii) 835,991 series C bearer bonds with the total nominal value of PLN 835,991,000 issued by the Company on 14 February 2020, with the redemption date specified in the terms and conditions of the series C bonds issue on 12 February 2027, designated with ISIN Code PLCFRPT00054 and listed in the Alternative Trading System operated by the WSE as part of the Catalyst market (collectively, the “Bonds Repurchased for Redemption”) from investors holding rights to the Bonds Repurchased for Redemption who paid the issue price of the Series D Bonds, registered on 11 January 2023 with the securities depository maintained by National Depositary for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) (“NDS”) pursuant to the settlement orders referred to in § 5 of the Detailed Rules of Operation of the NDS, by setting off the amounts due to the Company from the issuance of the Series D Bonds against the amounts due to the relevant investors in respect of the sale of the Bonds Repurchased for Redemption to the Company. The Company will announce the registration of the Series D Bonds with the securities depository maintained by the NDS in a separate current report upon its completion.
The Company announces that in connection with the foregoing, on 11 January 2023, the Management Board of the Company adopted a resolution to redeem the Bonds Repurchased for Redemption (the "Redemption Resolution").
After the redemption of the Bonds Repurchased for Redemption, 308,048 series B bonds and 164,009 series C bonds will be listed in the Alternative Trading System operated by the WSE as part of the Catalyst market. The Management Board has not made a decision regarding the early redemption of the remaining outstanding series B bonds and series C bonds.
Legal basis: Article 17 Section 1 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
Disclaimer:
This current report was prepared in accordance with Article 17 Section 1 of Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
This current report is solely for information purposes and is published by the Company exclusively in order to provide essential information on the repurchase and decision to redeem the Bonds Repurchased for Redemption. This current report is by no means intended, whether directly or indirectly, to promote the offering or the issuance of the Series D Bonds and does not constitute promotional material prepared or published by the Company for the purpose of promoting the offering or the issuance of the Series D Bonds or soliciting, whether directly or indirectly, prospective investors. No prospectus, information memorandum or other offering documents were required to be provided in connection with the offer or with the issuance of Series D Bonds under the Prospectus Regulation or under the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
This current report or any part hereof is not intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and they cannot be offered or sold in the United States of America. The Company does not intend to register the Series D Bonds or conduct any offering of the Series D Bonds in the United States of America. The Series D Bonds were only offered and sold outside the United States of America in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
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