Current Report No. 111/2016: Resolution of the Management Board on issue of bonds under the Fourth Public Bond Issue Programme

Further to Current Report No. 88/2016 of September 19th 2016 on the launch Fourth Public Bond Issue Programme (the “Programme”), the Management Board of KRUK S.A. (the “Issuer” or “Company”) announces that on November 28th 2016 it passed a resolution on the issue of Series AF1 bonds (“Bonds”) and determination of their final terms and conditions, including the issue price and number of Bonds to be issued. The Bonds are covered by the base Prospectus approved by the Polish Financial Supervision Authority on November 24th 2016, available from the Company’s website: www.kruksa.pl. 

The issue will comprise up to 400,000 unsecured bearer Bonds in book-entry form, which will be offered in a public offering. The Issuer will seek to introduce the Bonds to trading on the regulated Catalyst market operated by the Warsaw Stock Exchange. 

In compliance with Art. 54.3 of the Public Offering Act, the Company announces that the Bonds will be offered at the issue price equal to their nominal value of PLN 100 per bond, and that their total nominal value will not exceed PLN 40m. 

Net proceeds from the issue will be used in accordance with the objectives of the Bond Issue Programme.

The Bonds will bear interest at a variable rate equal to 3M WIBOR (the rate charged for three-month borrowings denominated in PLN on the Polish interbank market) plus a fixed margin of 3.15 percentage points.

The Company will redeem the Bonds on 8th December 2021, with the provision that the Issuer will have the right to early redeem all or a part of the Bonds at its own option, but no earlier than six months from the allotment date. The Issuer’s Management Board will decide at its own discretion whether to call any of the Bonds early. The Bondholders will have no right to call for early redemption, except in situations referred to in Art. 74.2, Art. 74.4 and Art. 74.5 of the Act on Bonds of January 15th 2015, i.e. in the event of the Issuer’s failure to timely fulfil, in whole or in part, its obligations under the Bonds, in the event of the Issuer’s merger with another entity, its division or transformation of its legal form, if the entity which has assumed the Issuer’s obligations under the Bonds is not authorised to issue bonds, or in the event of the Issuer’s liquidation. 

The Bonds will only confer the rights to cash payments. 

The Management Board states that as at the last day of the quarter immediately preceding the offering of the Bonds, i.e. as at September 30th 2016, the Issuer’s liabilities totalled PLN 1,524m, including liabilities under borrowings and other debt instruments of PLN 1,480m, and past due liabilities of PLN 0m

Projects to be financed with proceeds from the issue of the unsecured Bonds will be comparable to similar projects undertaken by the Company to date.

The Company also reports that pursuant to Art. 24.1 of the Public Offering Act complete information on the detailed terms and conditions of the Bonds issued under the Programme (Final Terms and Conditions of the Bonds) will be published on the Issuer’s website www.kruksa.pl and additionally on the website of the Offerors: Dom Maklerski BDM S.A. www.bdm.pl, of Dom Maklerski PKO Banku Polskiego S.A. www.dm.pkobp.pl, as well as of Dom Maklerski mBanku www.mdm.pl.