|
|
|
|
|
|
|
MESSAGE _ENGLISH VERSION_
|
|
|
|
|
|
|
|
|
mBank S.A., with its registered office in Warsaw _the "Bank"_, hereby
informs that on 30 April 2026 the Bank launched invitations to holders
of its outstanding:
1. Senior NonPreferred notes, Series 11, issued by the Bank on 20
September 2021, with an aggregate principal amount of EUR 500,000,000
_five hundred million euro_, maturing on 21 September 2027, with ISIN
XS2388876232 and listed on the regulated market operated by the
Luxembourg Stock Exchange _the "Series 11 Notes"_; and
2. Senior NonPreferred notes, Series 12, issued by the Bank on 11
September 2023, with an aggregate principal amount of EUR 750,000,000
_seven hundred and fifty million euro_, maturing on 11 September 2027,
with ISIN XS2680046021 and listed on the regulated market operated by
the Luxembourg Stock Exchange _the "Series 12 Notes" and together with
the Series 11 Notes, the "Notes"_,
to tender such Notes for purchase by the Bank in exchange for cash
_"Tender Offer"_.
In connection with the Tender Offer, the Bank intends to purchase the
relevant Notes up to a maximum aggregate principal amount not exceeding
EUR 500,000,000 _five hundred million euro_ on the terms and subject to
the conditions set out in the Tender Offer Memorandum dated 30 April
2026 _the "Memorandum"_.
The Bank will pay for the Notes validly tendered and accepted by it for
purchase pursuant to the Tender Offer a cash purchase price of:
i_ 99.45 per cent. of the principal amount _equivalent to EUR 99,450 per
EUR 100,000 in principal amount_ of the Series 11 Notes; and
ii_ 101.95 per cent. of the principal amount _equivalent to EUR 101,950
per EUR 100,000 in principal amount_ of the Series 12 Notes
and, in each case, together with the applicable accrued and unpaid
interest _if any_ in respect of the Notes as set out in the Memorandum.
The Notes repurchased by the Bank pursuant to the Tender Offer are
expected to be cancelled. Notes which have not been validly tendered or
have not been accepted for purchase pursuant to the Tender Offer will
remain outstanding after the settlement date of the Tender Offer.
The rationale for the Tender Offer is to proactively manage and optimise
the Bank's debt profile.
The expected expiration date of the Tender Offer is 7 May 2026, and the
results of the Tender Offer are expected to be published on 8 May 2026,
including, inter alia, by way of an announcement on the website of the
Luxembourg Stock Exchange. The Bank will also publish the results of the
Tender Offer by way of a separate current report. Settlement of the
Tender Offer is planned for 12 May 2026.
Commerzbank Aktiengesellschaft is acting as Dealer Manager for the
Tender Offer and Kroll Issuer Services Limited is acting as Tender Agent.
The Bank may extend, re open, withdraw from, cancel or amend the terms
of the Tender Offer in accordance with the conditions described in the
Memorandum.
The Tender Offer is subject to offer and distribution restrictions.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS _INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS_, ANY STATE
OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA _THE "UNITED
STATES"_ OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER
JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT.
|
|
|
|
|
|
|
|
RB: Rozpoczęcie oferty odkupu senioralnych obligacji nieuprzywilejowanych serii 11 i 12
wyemitowanych przez mBank S.A.
