Information on decision to issue Series C Bonds

Date: 
29 Jan 2020

Not for release, publication or distribution directly or indirectly, in or into the United States of America, Australia, Canada or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.

With reference to the current report No. 35/2019 of 11 December 2019 in which Cyfrowy Polsat S.A. (the “Company”) announced that it has established a bond issuance program (the “Program”), the Management Board of the Company hereby announces that on 29 January 2020 it resolved to issue no more than 1,000,000 unsecured series C bearer bonds with the nominal value of PLN 1,000.00 each and the aggregate maximum nominal value of up to PLN 1,000,000,000.00 (the “Series C Bonds”), to be issued under the Program pursuant to Article 33 item 1 of the Act on Bonds of 15 January 2015 (the “Act on Bonds”), that is by way of an offer of securities to the public within the meaning of Article 2(d) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) (the “Offering”). The Offering will be addressed solely to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation and pursuant to Article 1 Section 4(a) of the Prospectus Regulation it will be exempt from the obligation to publish a prospectus. The conducting of the Offering will neither require making available to the public an information memorandum or any other offering document.

Further information related to the Offering:

Issue price of one Series C Bond

PLN 1,000.00

Planned issue date of the Series C Bonds

14 February 2020

Planned redemption date of the Series C Bonds

12 February 2020

Early redemption of the Series C Bonds

Allowed at the Company’s or bondholder’s request based on the terms provided for in the terms of the issuance of Series C Bonds

Purpose of the issue of the Series C Bonds

Refinancing the costs incurred by the Company and its subsidiaries in the years 2017–2019 to improve their energy efficiency, reduce the number of used electronic components and thereby reduce the carbon footprint of the Company and its subsidiaries, in line with the Green Bond Framework available at the Company’s web site and positively verified for compliance with the Green Bond Principles 2018, as confirmed in an independent expert opinion (Second Party Opinion)

Interest rate

Variable (reference rate plus margin)

Reference rate

6M WIBOR

Margin

165 bps

Commencement of interest accrual

The issue date of the Series C Bonds

Interest periods

semi-annual

 

The Offering will be conducted between 30 January 2020 and 31 January 2020. The joint offering agents to the Series C Bonds under the Offering are Trigon Dom Maklerski S.A., Erste Securities Polska S.A. and Erste Group Bank AG.

On 29 January 2020 the Supervisory Board of the Company adopted a resolution to approve the issuance of the Series C Bonds, including the incurring of the financial indebtedness by the Company by issuing the 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 for information purpose only and is published by the Company exclusively in order to provide information regarding the decision to issue Series C Bonds. This current report is by no means intended, whether directly or indirectly, to promote the Offering or the issuance of the Series C Bonds, and does not constitute an advertisement material prepared or published by the Company for the purpose of promoting the Offering or the issuance of the Series C Bonds or soliciting, whether directly or indirectly, prospective investors. Neither the Offering nor the issuance of the Series C Bonds will require the publication of a prospectus or information memorandum or any other offering document based on the Prospectus Regulation and/or the Act of 29 July 2005 on Public Offerings and Conditions for Introducing Financial Instruments to Organized Trading System and on 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 cannot be offered or sold in the territory of the Unites States of America. The Company does not intend to register Series C Bonds or conduct any offering of the Series C Bonds in the United States of America. The Series C Bonds are offered and sold only outside the United States of America in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

Attached files: 
Category: 
Report Number: 
1/2020
Last updated 01/29/2020