Conclusion by a subsidiary of an agreement for payment to Polish debenture-holders and submission to Polish debenture-holders of an offer for the granting of sureties
Current report no : 7/2015
Report date : 2/10/2015
Abbreviated name : Ciech SA
Subject : Conclusion by a subsidiary of an agreement for payment to Polish debenture-holders and submission to Polish debenture-holders of an offer for the granting of sureties
Legal basis : Art. 56 section 1 point 2 of the Act on Offering – current and periodic information
Report :
The Management Board of Ciech S.A. ("the Company" or "the Issuer"), with reference to an issue by the Company, on 5 December 2012, of secured bearer debentures governed by the laws of Poland, denominated in PLN, of series 02, with a total face value of PLN 160,000,000, not covering an option of premature buy-out, with the maturity date on 5 December 2017 ("Debentures"), under the programme of issue of the Issuer's debentures up to the amount of PLN 500,000,000 (the Company announced the issue of the Debentures in its current report no. 62/2012), hereby announces that on 10 February 2015, a subsidiary of the Issuer, operated under the business name of "CERIUM" spółka z ograniczoną odpowiedzialnością Spółka Komandytowo-Akcyjna, with a registered office in Warsaw, number of entry in the National Court Register (KRS) 0000477584 ("Cerium"):
- concluded with the Company an agreement for payment to holders of all Debentures ("Debenture-Holders"), in the form of an agreement for payment to a third party, as defined in Art. 393 of the Civil Code, whereby Cerium undertook that in the event that the Company makes a payment of any amount due under the Debentures according to the terms and conditions of the issue of the Debentures, such payment shall be made to the given Debenture-Holder by Cerium (up to 155% of the total value of all Debentures) ("the Payment Agreement");
- it submitted an offer to Debenture-Holders for an entry into a surety agreement (as defined in Articles 876-887 of the Civil Code) securing the liabilities of the Company connected with all payments under the Debentures ("Sureties"), in the form of an irrevocable statement on surety ("Statement on Sureties"), available at the website of the Company at: www.ciechgroup.com
The rights under the Sureties shall arise at the time of delivery to Cerium, with a copy to the Company, of a statement submitted by the Debenture-Holder regarding the acceptance of the Sureties, according to Attachment 1 to the Statement on Sureties, containing a deposit document confirming that: (i) a given Debenture-Holder is a holder of Debentures and (ii) the blocking of such Debentures was made until the working day following the date of submission of the statement on acceptance of Sureties ("Statement on Acceptance of Sureties").
Upon the arising of the rights under the Sureties towards a given Debenture-Holder, the obligation of Cerium concerning a payment to such Debenture-Holder, incurred by Cerium under the Payment Agreement, shall expire.
Legal basis: Art. 56 section 1 point 2) of the Act on Public Offering and Terms and Conditions of Trade of Financial Instruments in an Organized Trading System, as well as on Public Companies ("Act on Public Offering") and § 5 section 1 point 3) of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information delivered by issuers of securities and on conditions of recognition of information required under non-member state law regulations as equivalent ("Regulation").
The criterion for considering the Agreement to be a significant agreement: § 2 section 1 point 44 letter a) of the Regulation - the value of the subject of the Payment Agreement equals at least 10% of the equity capital of the Company.
Type of occurrence: § 5 section 1 point 3 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information (…) – conclusion of a significant agreement.
Signatures of the Company's representatives: Dariusz Krawczyk – President of the Management Board
Signatures of the Company’s Representatives : Dariusz Krawczyk – President of the Management Board
