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Santander Bank Polska S.A.
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Conclusion by Bank Zachodni WBK S.A, jointly with other banks, of an agreement setting out the terms & conditions for ENEA S.A. issuance of bonds worth up to PLN 4,000,000,000.00 and terms for underwriting the issued bonds by banks acting as underwriters, where the agreement is a significant agreement for Bank Zachodni WBK S.A.
The Management Board of Bank Zachodni WBK S.A. informs that it has concluded a significant agreement on 21 June 2012 in Warsaw. This agreement (“Program Agreement”) was concluded between ENEA S.A. (“ENEA”) based in Poznań and five banks acting as underwriters: Powszechna Kasa Oszczędności Bank Polski S.A., Bank Polska Kasa Opieki S.A., Bank Zachodni WBK S.A., Bank Handlowy w Warszawie S.A. and Nordea Bank Polska S.A. (jointly “Issue Underwriters”). ENEA and the Issue Underwriters stated in the Program Agreement the terms for ENEA issue of bonds up to the value of PLN 4,000,000,000.00 and the terms for underwriting the bonds issued by ENEA within the program (“Program”) by the Issue Underwriters. Powszechna Kasa Oszczędności Bank Polski S.A. was appointed as the issue agent and the other banks as payment sub-agents and sub-depositories. Under the Program Agreement, Bank Zachodni WBK committed to purchase bonds issued by ENEA within the Program for the value not exceeding PLN 612,000,000.00.
The criterion for qualifying the abovementioned Bank Zachodni WBK S.A. commitments as ones arising from a significant agreement was the relation between the total value of Bank Zachodni WBK S.A.’s obligations under the Program Agreement and other agreements concluded with ENEA and ENEA’s subsidiary in the preceding twelve (12) months (two overdraft agreements up to PLN 85,000,000.00 and PLN 150,000,000.00 concluded on 16 November 2011 and 18 July 2011 respectively) to the value of Bank Zachodni WBK S.A.’s own equity worth PLN 7,214,775,000.00 as at 31 March 2012. This indicates that the total value of obligations arising from those agreements exceed 10% of Bank Zachodni WBK S.A. own equity.
The purpose of the bond issue is to finance working capital requirements and investments of ENEA and its material subsidiaries, especially the purchase of a coal-fuelled power unit with supercritical parameters whose minimum and maximum net electric capacity is 900 MWe and 1000 MWe respectively, to be constructed as part of the operations of ENEA Wytwarzanie S.A., a subsidiary belonging to ENEA Capital Group (formerly known as Elektrownia Kozienice S.A.).
The term of the bond issue program is 10 years. Its completion date is 15 June 2022 while the Program’s availability period in which the bonds will be issued expires on 31 December 2017. Bonds issued within the Programme will be unsecured.
The Program Agreement allows for bond issuance in multiple series, where the nominal value of each series will be minimum PLN 100,000,000.00 and the nominal value per share will be PLN 1,000,000.00 The issued bonds will be bearer bonds in a dematerialized form. ENEA will have the right to issue bonds worth not more than the Program amount, i.e. PLN 4,000,000,000.00 in total. In individual years of the Program’s availability period, issue limits suitable for ENEA investment needs will apply.
The bond interest rate is variable, set annually based on 6M WIBOR plus fixed margin. Interest will be accrued from the issue date (inclusive) to the redemption date (exclusive).
The bonds will be issued in accordance with the Bond Act of 29 June 1995 and offered pursuant to sec. 9(3) of the same. The bonds will not be issued in public offering within the meaning of the Public Offering Act of 29 July 2005.
The Program Agreement was concluded for the duration of the Program or the date when the last bond is redeemed if not all bonds are repurchased on the last day of the Program.
sec. 5(1)(3) of the Finance Minister’s regulation on current and periodic information provided by issuers of securities and terms for recognizing information required by non-member state laws as equivalent of 19 February 2009
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