Offering of bonds of Ciech Group Financing AB (publ), a subsidiary of Ciech SA, and the beginning of book building for Ciech SA bonds with the total value of both issues of approx. PLN 1,300,000,000
Current report no : 51/2012
Report date : 11/16/2012
Abbreviated name : Ciech SA
Subject : Offering of bonds of Ciech Group Financing AB (publ), a subsidiary of Ciech SA, and the beginning of book building for Ciech SA bonds with the total value of both issues of approx. PLN 1,300,000,000
Legal basis : Article 56 section 1 item 1 of the Act on the Offering – confidential information
Report :
- Offering of bonds denominated in the euro (outside the territory of Poland)
The Management Board of Ciech SA, acting pursuant to Article 56 section 1 item 1 of the Act of July 29th, 2005 on Public Offering and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies ("Act on the Offering"), reports that the special-purpose vehicle Ciech Group Financing AB (publ), a wholly-owned subsidiary of Ciech SA ("HY Issuer") started the process of offering secured bearer bonds denominated in the euro governed by the law of the state of New York with the maturity date in 2019 ("HY Bonds").
If the offering is successful, which depends on market and other conditions, the net amount raised from the issue of HY Bonds will be transferred to Ciech SA as a borrowing or bonds. Net inflows of Ciech SA under the borrowing or bonds referred to above together with net inflows under the Polish Bonds (defined hereinbelow) will be used by the Ciech SA Capital Group to repay loans granted to the companies from the Ciech SA Capital Group by domestic and foreign banks, and to repay domestic bonds issued by Ciech SA ("Refinanced Debt"). Fees and refinancing costs, in the part attributable to HY Bonds, including the costs of offering HY Bonds, will be paid from inflows from the issue thereof.
HY Bonds will be secured with guarantees governed by the law of the state of New York granted by Ciech SA and selected subsidiaries of Ciech SA as well as indirectly by securing a parallel debt with material collateral established by Ciech SA as well as selected subsidiaries of Ciech SA in Poland, Germany and Romania.
The offering to purchase HY Bonds will be made as a private placement addressed at qualified investors in accordance with Rule 144A issued on the basis of the United States Securities Act of 1933. The offering will not be addressed at investors in Poland.
- Beginning of book building for Polish bonds
The Management Board of Ciech SA, acting pursuant to Article 56 section 1 item 1 of the Act on the Offering, also reports that Ciech SA has begun book building for secured bearer bonds governed by the law of Poland with the maturity date in 2017 ("Polish Bonds"). The possibility to submit declarations of interest within the book building process and, provided that the book building process is successful, a proposal to purchase Polish Bonds will be addressed to the maximum of 99 specific investors in Poland.
If an issue of Polish Bonds is carried out, which depends on market and other conditions, net inflows from the issue of Polish Bonds with net inflows from HY Bonds provided to Ciech SA by the HY Issuer under a borrowing or bonds will be earmarked for the repayment of Refinanced Debt. Fees and refinancing costs, in the part attributable to the Polish Bonds, including the costs of offering the Polish Bonds, will be paid from inflows from the issue thereof.
Polish Bonds will be secured with sureties governed by the law of Poland granted by Ciech SA and selected subsidiaries of Ciech SA as well as indirectly by securing a parallel debt with material collateral established by Ciech SA as well as selected subsidiaries of Ciech SA in Poland, Germany, Romania and Sweden.
- Other information
HY Bonds will be issued among other things on the basis of Resolution no. 4 of the Extraordinary General Meeting of Shareholders of Ciech SA adopted on August 29th, 2012 that provides for an issue of bonds (directly or via a separate issuing party) addressed at the international market in the maximum amount of EUR 300,000,000.
Polish Bonds will be issued among other things on the basis of Resolution no. 3 of the Extraordinary General Meeting of Shareholders of Ciech SA adopted on August 29th, 2012 that provides for an issue of bonds in Poland in the maximum amount of PLN 500,000,000.
Ciech SA reported on the above Resolutions in current report no. 32/2012 of August 29th, 2012.
The final value of the issue of HY Bonds and the final value of the issue of Polish Bonds is subject to change and it will be finally determined during ongoing processes related to the marketing and offering of the two types of bonds. The final value of both issues will amount to approx. PLN 1,300,000,000, however, this amount is subject to change in the case of a change of the EUR/PLN exchange rate.
This material is presented only for information purposes and it does not constitute an offering or any part of any offering or an invitation to purchase or take up securities in the United States or in any other jurisdiction. The bonds referred to in these materials have not and will not be registered on the basis of the United States Securities Act of 1933, as amended, ("Securities Act"), and they may not be a subject of any offering or sale in the United States or with respect to US persons, unless the bonds are registered under the Securities Act or have been exempted from registration under the Securities Act. The bonds will not be a subject of a public offering in the United States.
This material is addressed only at (i) persons staying outside the territory of the United Kingdom of Great Britain and Northern Ireland or (ii) investment professionals as defined in Article 19(5) of the Regulation of 2005 on Securities Offerings being secondary legislation to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") or (iii) high net worth persons and companies as well as other persons to whom it may be provided in accordance with the law who meet the criteria defined in Article 49(2)(a) - (d) of the Regulations (all persons listed in (i), (ii) and (iii) hereinabove shall be jointly referred to as "entitled persons"). The Bonds offered are available only for entitled persons and any invitations, offerings or agreements on subscription, purchase or any other acquisition of such securities shall be addressed to entitled persons and shall be concluded only with such persons. Any persons who are not entitled persons should not operate on the basis of the content of this material and should not rely on the content hereof.
It may be prohibited to distribute these materials in certain countries. In particular, it is prohibited to distribute these materials in the territory of Canada, Japan or Australia. Information contained herein does not constitute a sales offer or an invitation to submit a proposal for the purchase of securities.
Signatures of the Company’s Representatives : Dariusz Krawczyk – President of the Management Board
