Current reports

Bond Issuing Programme

Current report number: 54/2016

Data: 2 December 2016

Management Board of OEX S.A. (hereinafter referred to as the ‘Issuer’) would like to inform whom it may concern that on 2 December 2016, the Issuer adopted a resolution on the establishment of the Bond Issuing Programme (hereinafter referred to as the ‘Programme’).

The Programme’s basic assumptions are the following:

  1. multiple bond issues up to the total Programme value of PLN 56,000,000 (fifty-six million Polish zlotys),
  2. type of bonds and detailed conditions of bond issue concerning the given issue series will be defined in the issue terms and conditions as established in each particular instance;
  3. the bond issues will take place in accordance with the provisions of Art. 33 (2) of the Bond Act. The bond acquisition proposals will be made to individually designated addressees whose number will not be higher than 149 persons,
  4. the bonds will not have a documentary form pursuant to Art. 8 (1) of the Bond Act read in conjunction with Art. 5 *2) of the Financial Instrument Trade Act of 29 July 2005 (consolidated text in Journal of LawsU.2016.1636) (‘Trade Act’), and
  5. the Issuer allows the possibility of settling the issue in the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) and the admission of the bonds to trading in an alternative trading system organised by BondSpot S.A. or by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) as part of the Catalyst market.

The issuer plans to allocate the funds obtained from the bond issue under the Programme primarily to finance the acquisition of Archidoc S.A. (Polish joint-stock company), a transaction about which the issuer informed in reports No. 44/2016 and No. 52/2016. The funds not utilised to finance the acquisition of the shares in Archidoc S.A. will be used to cover other investment expenditure or to repay the outstanding debt or as the Issuer’s liquidity reserve.

The Issuer decided to entrust the Programme management to Alior Bank S.A. (hereinafter referred to as “the Bank”). On 2 December 2016, the Issuer entered into the Issue Programme Management Agreement with the Bank (hereinafter referred to as the ‘Agreement’) in accordance with which the performs the obligations of the Issuance Agent, the Dealer and the Calculation Agent. In accordance with the Agreement, the Issuer anticipated multiple bond issues in the period until 31 December 2019.

On 2 December 2016, the Issuer decided to entrust to the Bank the management of the book building process in relation with the preparation of the first series bond issuance, i.e. series A bonds, under the Programme. The basic parameters of the planned issuance are the following:

  1. maximum total nominal value is PLN 20,000,000 (twenty million Polish zlotys),
  2. nominal value of one bond is PLN 1,000 (one thousand Polish zloty).
  3. the bond interest rate will be variable, based on the WIBOR reference rate plus agreed margin,
  4. the bonds will not be secured,
  5. the bond issue terms and conditions will contain cases of bond issuance term and condition violations that are standard for the market of corporate bonds and the Issuer’s sector of business,
  6. the bonds will have a 3 year maturity, and
  7. the planned date of series A bond issue is January 2017, however the date and the final value of the issue will depend on the bond market situation.

Pursuant to the Agreement, the Bank will carry out the agreed issue organisation activities.

Legal basis: Art. 17 (1) of the MAR Regulation – confidential information.



Rafał Stempniewicz – Member of the Management Board

Robert Krasowski – Member of the Management Board