The Management Board of the company under the name Polenergia S.A. (the “Company“) (the “Issuer“), with reference to current report No. 37/2024 of July 11, 2024, hereby announces the adoption on 4 October 2024 of a resolution regarding the issuance of no more than 750,000 Series A bearer bonds with a nominal value of PLN 1,000 each and an aggregate nominal value of no more than PLN 750,000,000 (the “Series A Bonds“) and the approval of the final terms and conditions of issuance of the Series A Bonds issued under the Program pursuant to Article 33(1) of the Act of January 15, 2015 on bonds (the “Bond Act“), i.e. in the manner of a public offering referred to in Article 2(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the “Prospectus Regulation“) (the “Offering“). The Offering will only be addressed to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation and, pursuant to Article 1(4)(a) of the Prospectus Regulation, will be exempt from the obligation to publish a prospectus. The conduct of the Offering will also not involve the obligation to make available an information memorandum or any other offering document.
Basic information about the Offer:
| Issue price per Series A Bond | 1,000 PLN |
| Planned date of issue of Series A Bonds | 16 October 2024 |
| Planned redemption date for Series A Bonds | 16 October 2029 |
| Early redemption of Series A Bonds | Possible at the request of the Company or the bondholder under the terms and conditions of the Series A Bonds. |
| Purpose of issuance of Series A Bonds | The Issuer undertakes to use the proceeds from the issuance of the Bonds to directly and indirectly finance or refinance the development, acquisition, construction and operation of Green Projects, including in particular offshore wind farms |
| Interest rate | Variable (prime rate plus margin) |
| Prime rate | WIBOR 6M |
| Margin | 270 bps p.a. |
| Date of commencement of interest accrual | Date of issue of Series A Bonds |
| Interest periods | Semiannual |
The offering will be conducted during the period from 7 October 2024 to 9 October 2024.
Within the framework of the Offering, the role of Dealers for the Series A Bonds is played by Bank Pekao S.A., mBank S.A., Santander Bank Polska S.A. and the Issuing Agent is Santander Bank Polska S.A. – Santander Biuro Maklerskie.
The draft terms of the Series A Bonds issue were approved by the Company’s Supervisory Board.
Legal basis: Article 17 (1) of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU. L. 2014 No. 173, p. 1, as amended).
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