Getin Noble Bank (GNB)
Current report 20/201507.07.2015
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 07 July 2015 the Supervisory Board of the Issuer adopted resolution on consent to amend current debt securities issue program, established on the basis of issue agreement which uniform text was introduced by Annex No. 3 dated 17 June 2014 to the issue agreement and dealership agreement concluded on 20 October 2005 by the Issuer and 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 Issuer informed on the amendments to the Issue Program in Current report 75/2014 dated 12 June 2014 and on Annex No. 3 introducing uniform text of the Issue Agreement in Current report 76/2014 dated 17 June 2014.
The adopted amendments include amendments connected with the new Act of 15 January 2015 on Bonds (Journal of Laws, item 238 later amended)(“Bond Act”).
The bonds issue contains an option to offer bonds within public offering pursuant to Article 33(1) of the Bond Act of the value calculated according to the issue price as at the date of its determination, at least EUR 100,000 (within the meaning of Article 7(4)(3) 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 amendments introduced possibility to roll over debt securities (other than Bonds registered in the National Depository for Securities) issued within the Issue Program.
Moreover, additional attachments to the Issue Agreement were introduced or the existing ones were amended (especially as regards offering documents and issue procedure) as a result of adapting documentation to the above changes.
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.
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).