Current report no : 56/2012
Report date : 11/22/2012
Abbreviated name : Ciech SA
Subject : Conclusion of a Purchase Agreement by Ciech SA and Group Financing AB (publ), a subsidiary of Ciech SA, with Credit Suisse Securities (Europe) and Barclays Bank PLC
Legal basis : Article 56 section 1 item 2 of the Act on the Offering – current and interim information
Report :
The Management Board of Ciech SA, acting pursuant to Article 56 section 1 item 2 of the Act of July 29th, 2005 on Public Offering and Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies as well as § 5 section 1 item 3 of the Ordinance of the Minister of Finance of February 19th, 2009 on Current and Periodic Information Provided by Issuers of Securities and the Conditions of Recognising as Equivalent Information Required by the Law Provisions of a Country which is not a Member State, reports that on November 21st, 2012 Ciech SA and Ciech Group Financing AB (publ) concluded a Purchase Agreement for secured bearer bonds governed by the law of the state of New York denominated in the euro with the maturity date in 2019 ("Foreign Bonds") which will be issued by the special-purpose vehicle Ciech Group Financing AB (publ), a wholly-owned subsidiary of Ciech SA ("Issuer of Foreign Bonds"), with Credit Suisse Securities (Europe) Limited and Barclays Bank PLC as the original purchaser ("Original Purchasers") ("Purchase Agreement") (about the completion of the process of offering Foreign Bonds – see current report no. 55/2012).
Pursuant to the Purchase Agreement, the Issuer of Foreign Bonds submitted a proposal to the Original Purchasers to issue and sell Foreign Bonds in the amount of EUR 245,000,000 (PLN 1,011,017,000 according to the average exchange rate of the National Bank of Poland as of November 21st, 2012). At the same time the Original Purchasers undertook to purchase Foreign Bonds in the amount of EUR 245,000,000 (PLN 1,011,017,000 according to the average exchange rate of the National Bank of Poland as of November 21st, 2012) and subsequently offer Foreign Bonds within a private placement addressed at qualified investors in accordance with Rule 144A issued on the basis of the United States Securities Act of 1933.
Conditions precedent:
The Original Purchasers shall purchase Foreign Bonds on the Closing Date if the conditions precedent set out in the Purchase Agreement are met, including among others: (i) legal opinions of legal and financial advisors of Ciech SA, the Issuer of Foreign Bonds and the Original Purchasers are submitted to the Original Purchasers, (ii) agreements (statutes) and relevant corporate approvals of Ciech SA, the Issuer of Foreign Bonds and the Companies are submitted to the Original Purchasers; (iii) the Escrow Agreement is concluded by Ciech SA, the Issuer of Foreign Bonds, Deutsche Bank AG, London and Deutsche Bank Luxembourg SA and submitted to the Original Purchasers, and (iv) on the Closing Date statements and representations submitted by Ciech SA and the Issuer of Foreign Bonds in the Purchase Agreement are true.
Criteria for considering an agreement to be a significant agreement:
The Purchase Agreement is a significant Agreement as the value of Foreign Bonds that are to be issued by Ciech Group Financing AP (publ), a wholly-owned subsidiary of Ciech SA, and purchased by Credit Suisse Securities (Europe) Limited and Barclays Bank PLC exceeds 10% of the revenues of the Ciech SA Capital Group for the period of last 4 quarters.
Legal basis: Article 56 section 1 item 2 of the Act on the Offering – current information as well as § 5 section 1 item 3 of the Ordinance of the Minister of Finance of February 19th, 2009 on Current and Periodic Information Provided by Issuers of Securities and the Conditions of Recognising as Equivalent Information Required by the Law Provisions of a Country which is not a Member State
Signatures of the Company's representatives : Andrzej Kopeć – Member of the Management Board
Signatures of the Company’s Representatives : Artur Osuchowski – Member of the Management Board
