Getin Noble Bank (GNB)
Current report 75/201412.06.2014
DECISION OF THE SUPERVISORY BOARD ON AMENDMENTS TO THE DEBT SECURITIES ISSUE PROGRAM
The Management Board of Getin Noble Bank S.A. („Issuer”) hereby announces that on 12 June 2014 the Supervisory Board of the Issuer adopted resolution on consent to amend current debt securities issue program, established on the basis of issue agreement and dealership agreement concluded on 20 October 2005 (later amended) by the Issuer and BRE Bank S.A. (currently mBank S.A.) (“Issue Program”) and to multiple issue of debt securities, i.e. bonds (coupon and zero coupon bonds) as well as deposit certificates (coupon and zero coupon deposit certificates) (“Debt Securities”) with amended Issue Program approved by the Management Board of the Issuer.
The adopted amendments include the increase of the value of the current Issue Program from PLN 1,5 billion to PLN 2 billion provided that the Debt Securities redemption amount on a given issue date is not included to calculate the Issue Program value. Maturity dates of Debt Securities were made more precise and new nominal value of new issued bonds was set at PLN 1000 or its multiple. Moreover, new offering structure of bonds issue on primary market was introduced as well as possibility to convene bondholders meeting in cases determined in bonds issue terms and in bondholders meeting rules.
The bonds issue contains an option to offer bonds within public offering pursuant to Article 9(1) of the Polish Bond Act of 29 June 1995 (Journal of Laws of 2001, No. 120, item 1300 later amended) addressed to professional customers (within the meaning of Article 7(4)(1) of Polish Act of 29 July 2005 on public offering and the conditions for introducing financial instruments into an organized trading system and on public companies (“Act on Public Offering”) or addressed solely to investors where each investors acquires bonds of the value calculated according to the issue price as at the date of its determination, at least RUP 100,000 (within the meaning of Article 7(4)(2) of the Act on Public Offering. The abovementioned offering does not involve any obligation to draw up either prospectus or information memorandum in the meaning of the Act on Public Offering.
The Supervisory Board empowered the Management Board of the Issuer to take all necessary steps to increase the value of the program taking care at the same time of the Issuer’s business and taking into account current market conditions, including among others issue conditions of Debt Securities in one or more series within the available limits resulting for the amended Issue Program.
In connection with the above, the Management Board of the Issuer hereby informs that within the adopted amendments to the Issue Program, the Issuer shall sign in the nearest future amended issue agreement with mBank S.A. The Issuer shall inform on this fact in a separate report.
Legal basis: Article 56(1)(1) of the Polish Act of 25 July 2005 on public offering and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws of 2005, No. 184, item 1539 later amended).