Current report no : 12/2014
Report date : 5/13/2014
Abbreviated name : Ciech SA
Subject : Commencement of the procedure of solicitation of foreign debenture-holders’ consent (consent solicitation) for an amendment to the terms and conditions of the agreement setting out the terms of foreign debenture issue (indenture) on the basis of an additi
Legal basis : Art. 56 section 1 point 1 of the Act on Offering - confidential information
Report :
The Management Board of Ciech S.A., acting pursuant to Art. 56 section 1 point 1 of the Act of 29 July 2005 on Public Offering and Terms and Conditions for an Introduction of Financial Instruments in the Organized Trading System and on Public Companies, with reference to the agreement of 28 November 2012 (“the Indenture”) specifying the terms and conditions of issue of secured debentures denominated in Euro, with the maturity date in 2019 (“Foreign Debentures”), which were issued by Ciech Group Financing AB (publ), a special purpose company, being a subsidiary of Ciech S.A., on 28 November 2012 (“the Issuer of Foreign Debentures”) (Ciech S.A. notified about the issue of the Foreign Debentures in its report no. 60/2012), hereby notifies of:
i. the application on 13 May 2014 for the consent of holders (consent solicitation) of outstanding Foreign Debentures (according to the consent solicitation statement of 13 May 2014) (“Consent Solicitation Procedure”) for:
a. an amendment to certain selected terms and conditions of the Indenture, for the purpose of extension of the time limit within which Ciech S.A. is to ensure that S.C. Uzinele Sodice Govora - Ciech Chemical Group SA meets certain requirements concerning net assets;
b. an amendment to other terms and conditions of the Indenture, to the extent required by the amendments referred to in subpoint a above; and
c. the conclusion of an additional agreement to the Indenture (“Supplemental Indenture”), which will provide for the coming into force of the amendments to the Indenture, as referred to in subpoints b and c above.ii. the conclusion on 13 May 2014, in connection with point i above, of a solicitation agent agreement between Ciech Group Financing AB (publ), Ciech S.A. and Execution Noble Limited (a subsidiary of Banco Espírito Santo de Investimento, S.A.).
Signatures of the Company’s Representatives : Andrzej Kopeć - Member of the Management Board, Artur Osuchowski – Member of the Management Board
