Current reports

Resolution concerning the series A bond issuance

Current report number: 65/2016

Data: 21 December 2016

The Company t/a OEX S.A. with registered office in Warsaw (hereinafter referred to as the Issuer or the Company) hereby informs whom it may concern that on 21 December 2016, after the completion of the book building process the Issuer informed about in Report No. 54/2016 of 2 December 2016, the Issuer took a decision on the issue of bonds under the bond issuance programme described in the above-mentioned report. In relation with the foregoing, the Management Board of the Issuer adopted a resolution on the issuance of series A bonds, the basic parameters of which were determined as follows:

1) The Company took a decision to issue not more than 20,000 (say: twenty thousand) series A ordinary bearer bonds without a documentary form of the nominal value of PLN 1,000 (say: one thousand Polish zlotys) each and the total nominal value not higher than PLN 20,000,000 (say: twenty million Polish zlotys) (‘Bonds’). The bonds will be issued in accordance with Polish law and all legal relations ensuing from them will be governed by the Polish law.

2) The issue price of one Bond will be equal to its nominal value.

3) The Bonds will not be secured and will entitle exclusively to cash benefits. The Bonds will not have a documentary form pursuant to Art. 8 of the Bonds Act of 15 January 2015 (‘Bonds Act’), and the rights under the Bonds can be assigned without any restrictions.

4) The Bond issue will take place in accordance with the procedure provided for in Art. 33 (2) of the Bonds Act. The Bond acquisition proposals will be made to individually designated addressees whose number will not be higher than 149 persons. The Bonds are not and will not be an object of public offer of the Company and no application will be made to admit them to public trading on a regulated market.

5) The Bond issue date will be 18 January 2017 and the Bond redemption date will be 17 January 2020.

6) The Bonds will yield interest payable on a semi-annual basis. The Bond will yield variable interest determined on the basis of the 6M WIBOR rate plus a margin of 4.2%. Starting from the second interest period, when the relation of net financial debt to the Issuer’s EBIDTA calculated for the last 4 (say: four) quarters has reached or exceeded the value of 3 (say: three), the margin will be increased by additional remuneration equal to 0.5%, whereby when the relation has exceeded the value of 3.5 (say: three and a half), the Bond holders will be entitled to demand an earlier redemption of the Bonds.

7) The Bonds will be registered with the deposit of securities maintained by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A. – ‘KDPW’) in accordance with Art. 5a (1) of the Financial Instrument Trade Act of 29 July 2005. All activities related to the Bond registration with KDPW and the performance of rights under the Bonds registered with KDPW will be made by KDPW on the basis of an agreement made with the Company. In this regard, the Regulations of KDPW and the Detailed Rules of Operations of KDPW will apply.

8) The Company will apply for the admission of the Bonds to trading at an alternative trading system on the Catalyst market (‘ASO Catalyst’) maintained by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) or BondSpot S.A. in accordance with ASO Catalyst regulations.
Legal basis: Art. 17 (1) of the MAR Regulation – confidential information


Jerzy Motz – President of the Management Board

Date: 21/12/2016