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Establishment of PGE Polska Grupa Energetyczna S.A. bond issue program

  • No. of the report: 35/2011
  • Report date: 29.08.2011
  • Report legal ground: Art. 56 section 1 p. 2 of Act on Public Offering – current and periodic information

Contents of the report

Management Board of the PGE Polska Grupa Energetyczna S.A. (the “Company”) informs that on August 29, 2011 the Company concluded an agreement for indefinite period with Bank Polska Kasa Opieki S.A. (acting as Agent, Paying Agent and Depository) and ING Bank Śląski S.A. (acting as Sub-Agent, Paying Sub-Agent and Sub-Depository). The bond issue program (the “Programme”) was established on the ground of the above agreement.

The maximum indebtedness amount from the bonds issued (representing a maximum aggregate nominal value of bonds issued and outstanding) under the Programme cannot exceed PLN 5 billion.

Under the Programme, the company is entitled to issue bearer bonds (“Bonds”) in dematerialized form in accordance with the Act on Bonds dated June 29, 1995 (Journal of Laws of 1995 No. 83, item 420 as amended) (the “Act on Bonds”) with projected maturity – depending on the type of Bonds – for zero-coupon Bonds not longer than 1 year, and for coupon Bonds not shorter than 1 year and not longer than 10 years, according to the terms of issue of the given Bonds series. The Bonds will be issued pursuant to Article 9, section 3 of the Act on Bonds and the issues will be non-public. The Bonds may be dematerialized at the National Depository for Securities and quoted on the Alternative Trading System (“ASO”) organized by the Warsaw Stock Exchange or Bondspot S.A. within the Catalyst (bonds market operated by the Warsaw Stock Exchange and Bondspot S.A.)

Bonds under the Programme will be denominated in Polish zlotys (PLN) and the nominal value of one bond will amount to PLN 10,000 or multiple of that amount. The price terms of the Bonds – discount for zero-coupon bonds and interest rate/coupon for the coupon bonds – will be determined during the Bonds offering. The bondholders are only entitled to the benefits of monetary nature.

Bonds issued under the Programme will be treated as unsubordinated and unsecured liability of the Company.

The total value of the Company’s liabilities, in accordance with the published quarterly financial statements for first quarter of 2011, amounted to PLN 3,008 million, including PLN 498 million in long-term liabilities and PLN 2,510 million in short-term liabilities.

Legal ground: § 5 section 1 point 11 of the Regulation of the Minister of Finance dated February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state. (Dziennik Ustaw of 2009, No. 33, item 259, as amended).