The Management Board of the company under the name Polenergia S.A. (“Company”) (“Issuer”) hereby informs about the adoption on July 11, 2024 of a resolution regarding the establishment of a bond issue program by the Company (in the Green Bond formula) (“Program Resolution”).
Based on the Program Resolution, the Company’s Management Board decided to establish a bond issue program for the Company, with a total maximum nominal value of bonds up to PLN 1,000,000,000 (“Program”) and to issue individual series of bonds by the Company under this Program (“Bonds”), taken up by qualified investors, subject to the following conditions:
- Bonds issued under the Program may be bonds issued in the Green Bond formula, including as defined in the Green Bond Principles guidelines regarding the process of issuing green bonds published in June 2021 (together with the annex of June 2022) by International Capital Market Association (ICMA);
- The bonds will be issued in accordance with Art. 33 point 1 or 2 of the Act of January 15, 2015 on bonds;
- The bonds will be offered in a way that will not require the Company to: (i) prepare a prospectus referred to in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published in connection with a public offering of securities or their admission to trading on a regulated market and repealing Directive 2003/71/EC or (ii) publishing the information memorandum referred to in Art. 38b of the Act of July 29, 2005 on public offering and conditions for introducing financial instruments to organized trading and on public companies;
- The bonds will be issued as unsecured;
- The bonds will be registered in the securities depository operated by the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A. (“KDPW”)). Registration of bonds in the depository operated by KDPW may take place in the delivery versus payment mode or with the participation of an issue agent by entering the bonds in the register kept by the issue agent, in accordance with Art. 7a section 4 point 4 of the Act of July 29, 2005 on trading in financial instruments;
- The bonds may be introduced to trading in the alternative trading system operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.);
- The bonds will bear interest. The interest rate will be fixed or variable, based on the reference rate indicated in the terms and conditions of issue of a given series of bonds, plus a margin;
- the purpose of the bonds issue is to finance the development, purchase, construction and operation of Green Projects, and the detailed allocation of funds from the issue will be indicated in the terms of issue of a given series of bonds issued under the Program;
- detailed terms and conditions of the bonds issue regarding the bonds of a given series, including the level of the margin, will be determined by the Company’s Management Board, based on resolutions adopted in this respect, each time by way of separate issue resolutions regarding a given series of bonds or by persons authorized by the Company’s Management Board, after prior consent of the Supervisory Board to the draft terms and conditions of the bonds issue.
The Company also informs that on July 11, 2024, the Company’s Supervisory Board adopted a resolution, under which the Company’s Supervisory Board consented to the establishment of the Program by the Company.
The Company’s intention is to carry out the first issue of bonds under the Program by the end of 2024, subject to appropriate conditions on the debt securities market.
The company will inform in separate current reports about:
- concluding an agreement regarding the Bond Issuance Program (“Program Agreement”) and selecting the entities with which the Program Agreement will be concluded after the Supervisory Board has previously expressed consent to the draft of the Program Agreement, and
- the final decision taken in the form of a resolution of the Management Board on the issue of bonds, as well as the detailed terms of the issue, including the issue size, nominal value of the bonds, interest margin and issue date, after obtaining the consent of the Supervisory Board.
Legal basis: Art. 17 section 1 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/ 124/EC, 2003/125/EC and 2004/72/EC (OJ EU L. of 2014, No. 173, p. 1, as amended).
