Current reports
2011-12-06 17:14:32
Adoption of a resolution concerning an issue of bonds and beginning the process of issuing bonds
Current Report No. 30/2011
Date: 6 December 2011
Topic:
Adoption of a resolution concerning an issue of bonds and beginning the process of issuing bonds
Legal basis:
Article 56.1 (1) of the Act on Offering – inside information
Content:
The Warsaw Stock Exchange (“WSE” or “Company” or “Issuer”) informs that on 5 December 2011 the Management Board of the WSE adopted Resolution No1473/2011 concerning an issue of series A and B bearer bonds.
Purpose of the bond issue:
to finance WSE projects including institutional consolidation on the exchange commodity market and extension of the list of products available to investors on that market, as well as technology projects in the area of financial and commodity markets.
Type of issued bonds:
series A and series B bearer bonds.
1. The Bonds shall be issued under the Bond Law of 29 June 1995 (“Bond Law”).
2. The Bonds shall have no documentary form.
3. The Bonds shall be issued in two series:
3.1 Series A Bonds with a total nominal value up to PLN 175,000,000 (one hundred seventy five million zlotys) (“Series A Bonds”); and
3.2 Series B Bonds with a total nominal value up to PLN 75,000,000 (seventy five million zlotys) (“Series B Bonds”).
4. Series A Bonds shall be offered pursuant to the procedure set out in Article 9.1 of the Bond Law. Series A Bonds shall be offered only to qualified investors within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005.
5. Series B Bonds shall be offered pursuant to the procedure set out in Article 9.1 of the Bond Law on the basis of a prospectus drawn up by the Company and approved by the Polish Financial Supervision Authority.
6. Series A Bonds shall be issued by 28 December 2011.
7. Series B Bonds shall be issued by 16 February 2012.
8. Series B Bonds shall be assimilated with Series A Bonds no later than on the date of introducing Series B Bonds to trading on the regulated market within Catalyst operated by the WSE.
9. The bonds redemption date shall be 2 January 2017.
10. The Bonds shall not be secured.
It is the intention of the Issuer to introduce the bonds to trading on the Catalyst.
Issue volume:
up to 2,500,000 (two million five hundred thousand) bearer bonds and a total nominal value up to PLN 250,000,000 (two hundred fifty million zlotys).
Nominal value of the bonds and issue price:
Nominal value of the bonds: PLN 100 (one hundred zlotys) per bond.
The Exchange Management Board shall determine, in a separate resolution, the specific terms and conditions of issue of Series A Bonds, the issue price of Series A Bonds, and the rights and obligations of the Company and the bondholders, attached to Series A Bonds. The terms and conditions of issue of Series B Bonds defining the rights and obligations of the Company and the bondholders attached to Series B Bonds are set out in the prospectus of Series B Bonds which has been drawn up by the Company and filed with the Polish Financial Supervision Authority for approval.
Conditions of bonds redemption and interests payment:
1. Series A Bonds and Series B Bonds shall bear interest at a floating interest rate. The interest rate shall be the sum of WIBOR 6M and a margin. The margin of Series A Bonds shall be determined in the sale process of Series A Bonds. The margin of Series B Bonds shall be equal to the margin of Series A Bonds.
2. Interest on Series A Bonds shall be paid on dates set out in the terms and conditions of issue of Series A Bonds. Interest on Series B Bonds shall be paid on dates set out in the terms and conditions of issue of Series B Bonds laid down in the prospectus of Series B Bonds.
3. The first interest period of Series A Bonds shall run from the issue date of Series A Bonds (inclusive) until the first interest payment date (exclusive). The first interest period of Series B Bonds shall run from the issue date of Series B Bonds (inclusive) until the first interest payment date (exclusive). Each subsequent interest period of Series A Bonds and Series B Bonds shall run from the interest payment date (inclusive) until the next interest payment date (exclusive).
4. The interest rate of each interest period of Bonds shall be determined on the day three business days before the first day of the interest period in which the interest rate shall apply or, for the first interest period, two business days before the issue date. If the date of determining an interest rate is a not a trading day (within the meaning set out in the Exchange Rules), the day of determining the interest date shall be the first trading day (within the meaning set out in the Exchange Rules) preceding that day.
The value of the Issuer’s outstanding liabilities at the last day of the quarter preceding the disclosure of the bond offer and the outlook of the issuer’s liabilities until the complete redemption of the offered bonds:
At the end of the last day of the quarter preceding the disclosure of the bond offer, according to the last quarterly report, at 30 September 2011, the value of the WSE Group’s liabilities was PLN 32,758,000 (thirty two million seven hundred fifty eight thousand zlotys), of which PLN 150,000 (one hundred fifty thousand zlotys) were interest-bearing liabilities – finance lease while the value of the Issuer’s liabilities was PLN 29,316,000 (twenty nine million three hundred sixteen thousand zlotys).
The outlook of the liabilities until the complete redemption of the bonds should be assessed on the basis of the declarations and information provided by the Issuer as a public company according to the procedure and the rules set out in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 and on the basis of the content of information documents to be published in connection with the issue of bonds.
Information enabling potential buyers of bonds to understand the results of the project to be financed with the bond issue and the issuer’s ability to meet the obligations arising from the bonds, if the project has been defined:
The results of the Issuer’s projects and the issuer’s ability to meet the obligations arising from the bonds should be assessed on the basis of the declarations and information provided by the Issuer as a public company under the procedure and the rules set out in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005.
Legal basis:
Article 56.1 (1) and (2) of the Act on Offering – inside information and current and periodic information and § 5.1.11 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent.
This material has been prepared in connection with disclosure obligations of Giełda Papierów Wartościowych w Warszawie S.A. (the “Company”) and is for information purposes only and under no circumstances may it be regarded as an offer to purchase securities of the Company, and should not be used in connection with any offer or solicitation of an offer to purchase any Bonds, in the territory of Poland or in any other jurisdiction; and in addition to that with respect to United States, Canada and Japan it cannot be used in any manner connected or related to acquisition of any securities issued by the Company.
The Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the Bonds in the United States.
Signatures of the Warsaw Stock Exchange Representatives:
Ludwik Sobolewski - President of the Management Board
Lidia Adamska - Management Board Member