On November 9 2010 PGE Polska Grupa Energetyczna entered into two agreements providing for the establishment of a bond issue programme. The Programme's maximum amount is set at PLN 10bn.
We intend to use funds acquired from the bond issue first of all for the financing of investment expenditures related to the modernisation of old and the construction of new generation capacities as well as the further development of the distribution network, said Wojciech Topolnicki, Vice President of the Management Board of PGE Polska Grupa Energetyczna SA.
The Company signed the following agreements:
1. the Bond Purchase Commitment Agreement, in which the Company's partners are Bank Polska Kasa Opieki S.A., Banca Infrastrutture Innovazione e Sviluppo S.p.A., Nordea Bank Polska S.A., ING Bank Śląski S.A.(in the capacity of the Lead Arrangers) as well as Bank Polska Kasa Opieki S.A., Banca Infrastrutture Innovazione e Sviluppo S.p.A., Nordea Bank AB, Nordea Bank Polska S.A. and ING Bank N.V. (in the capacity of the Programme Underwriters), and ING Bank Śląski S.A. (in the capacity of the Issue Agent);
2. the Bond Issue Programme Agreement, in which the Company's partners are ING Bank Śląski S.A. (in the capacity of the Agent, Issue Agent, Paying Agent and Depository) as well as Bank Polska Kasa Opieki S.A. and Nordea Bank Polska S.A. (in the capacity of the Agents, Paying Sub-Agents and Sub-Depositories).
The Programme's documentation was signed for a period of 36 months as of the date of signing the agreements and will expire on 8 November 2013 at the latest.
Bonds are covered by an issue guarantee, i.e. the Programme Underwriters' obligation to purchase bonds issued by the Company under the Programme included in the Commitment Agreement. After additional underwriters (specified in the Commitment Agreement) have entered into the Commitment Agreement, the maximum aggregate underwriting amount may not exceed the Programme's maximum amount, i.e. PLN 10bn. The Programme Underwriters are obliged to purchase bonds in the period from 15 November 2010 to 31 October 2013.
Bonds are to be issued under the procedure specified in article 9 paragraph 3 of the Bond Act based on the Programme Agreement and the Issue Terms as dematerialised bearer discount bonds (bearer zero-coupon bonds).
Bonds issued under the Programme will be denominated in the Polish zloty (PLN), with a par value of one bond equal to PLN 100,000. As a matter of principle, the bonds will have a guaranteed profitability specified as a reference rate plus a guaranteed margin. The reference rate is WIBOR applicable to deposits for a term corresponding to a given bond maturity period (different profitability determination principles are applicable to bonds in the last issue and bonds issued for the purpose of the so-called rollover of the bonds from the previous issues). The bondholder will be entitled to monetary benefits only.
The Programme's maximum amount comprises the maximum allowable nominal amount of bonds issued and unredeemed under the Programme.