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MESSAGE _ENGLISH VERSION_
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Results
of the tender offer for Senior NonPreferred
notes _Series 11 and 12_ issued by mBank S.A., launched on 30 April 2026
With
reference to current report No. 19/2026 dated 30 April 2026, mBank S.A.
with its registered office in Warsaw _the "Bank"_ hereby announces the
results of the Tender Offer addressed to the holders of the 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"_,
Under
the Tender Offer, the following Notes were validly tendered for purchase:
i_
Series
11 Notes with an aggregate principal amount of EUR 376,800,000 _in
words: three hundred and seventy-six million eight hundred thousand
euro_; and
ii_
Series
12 Notes with an aggregate principal amount of EUR 552,200,000 _in
words: five hundred and fifty-two million two hundred thousand euro_.
Due to
the maximum aggregate principal amount of the Tender Offer being
exceeded, the Bank, in accordance with the terms and conditions set out
in the Tender Offer Memorandum dated 30 April 2026, has applied separate
pro rata scaling factors to the orders for Series 11 Notes and Series 12
Notes, and has accepted for purchase:
i_
Series
11 Notes with an aggregate principal amount of EUR 250,000,000 _in
words: two hundred and fifty million euro_ at a purchase price of 99.45
per cent of the principal amount; and
ii_
Series
12 Notes with an aggregate principal amount of EUR 249,200,000 _in
words: two hundred and forty-nine million two hundred thousand euro_ at
a purchase price of 101.95 per cent of the principal amount.
The
Bank will also pay accrued and unpaid interest _if any_ in respect of
the Notes validly tendered for purchase and accepted by it for purchase
pursuant to the Tender Offer.
The
Notes purchased by the Bank pursuant to the Tender Offer will be
cancelled.
The
expected settlement date of the Tender Offer is 12 May 2026.
Following
settlement of the Tender Offer, the aggregate principal amount of the
Notes remaining outstanding will be:
i_
for
the Series 11 Notes: EUR 250,000,000 _in words: two hundred and fifty
million euro_; and
ii_
for
the Series 12 Notes: EUR 500,800,000 _in words: five hundred million
eight hundred thousand euro_.
Notes
which are not cancelled will remain outstanding and will continue to be
listed on the regulated market operated by the Luxembourg Stock Exchange.
The
Tender Offer is subject to offer and distribution restriction
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.
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RB: Wyniki oferty odkupu senioralnych obligacji nieuprzywilejowanych serii 11 i 12 wyemitowanych
przez mBank S.A. rozpoczętej w dniu 30 kwietnia 2026 r.
