Getin Noble Bank (GNB)

1.52PLN
-1.30% 12:23

Current report 76/2014

17.06.2014

CONCLUSION OF ISSUE AGREEMENT TO THE AMENDED DEBT SECURITIES ISSUE PROGRAM

In reference to Current report 75/2014 dated 12 June 2014, the Management Board of Getin Noble Bank S.A. („Issuer”) hereby announces that today, i.e. on 17 June 2014 the Issuer concluded with mBank S.A. (“mBank”) Annex No. 3 to the issue agreement and dealership agreement dated 20 October 2005 concluded by the Issuer and mBank (formerly: BRE Bank S.A.) on the basis of which the above agreements were replaced by a uniform Issue Agreement (“Issue Agreement”) to the amended Debt Securities Issue Program (“Issue Program”).

The Issue Program envisages multiple issue of debt securities, i.e. bonds (coupon and zero coupon bonds) as well as deposit certificates (coupon and zero coupon deposit certificates) up to the maximum amount of 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 date of newly issued zero coupon deposit certificates as well as zero coupon bonds was determined as at 7 days to 12 months and maturity date of coupon deposit securities and coupon bonds: at least 12 months (unless the parties settle it otherwise).

The Issue Program introduces options for bonds newly issued within the amended Issue Program, according to which bonds can be entered into the following registers on their issue date: either to (a) a bonds register carried out by mBank, or (b) a bonds register carried out by mBank and then transferred to the securities depository carried out by the National Depository for Securities, or (c) National Depository for Securities; while options (b) and (c) shall envisage possibility to introduce bonds to an alternative trading system (ASO) run by BondSpot or WSE.

The bonds issue contains also an option to offer bonds within public offering pursuant to Article 9(1) of the Polish Bond Act of 29 June 1995 addressed to professional customers  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 EUR 100,000. 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 Issue Agreement is deemed significant agreement due to the fact that, in the opinion of the Issuer, the total value of the subject of the Issue Agreement is in excess of 10% of the Issuer’s equity.

Legal basis: § 5(1)(3) of the Minister of Finance Regulation of 19 February 2009 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states.