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Current report no. 21/2014

Contract Bonds

Execution of a bond issue program agreement


Body of the report:

The Management Board of Jastrzębska Spółka Węglowa S.A. („Issuer”, „Company”, „JSW”) reports that on 30 July 2014 a Bond Issue Program Agreement for the amount of PLN 700,000,000 and USD 163,750,000 forming the total maximum permissible nominal value of the bonds to be issued under the issue program was signed by and between the Company and Powszechna Kasa Oszczędności Bank Polski S.A. acting as Issue Agent, Arranger, Issue Program Underwriter, Custodian and Paying Agent, ING Bank Śląski S.A. acting as Arranger, Issue Program Underwriter, Paying Sub-Agent, Sub-Custodian and Security Agent, Bank Gospodarstwa Krajowego acting as Arranger, Issue Program Underwriter, Paying Sub-Agent and Sub-Custodian and PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 1 acting as Arranger and Issue Program Underwriter. The period of availability of the bond issue program ends on 31 December 2014. The bond redemption date for the PLN tranche ranges from 29 to 77 months, while in the USD tranche it ranges from 22 to 77 months from their issue date. Pursuant to the executed bond issue program agreement, every Issue Program Underwriter agrees to buy for its own account a given series of bonds on the Issue Date of a given series.

The bonds denominated in PLN will bear floating interest set on the basis of the WIBOR 6M rate on a per annum basis plus a fixed margin while the bonds denominated in USD will bear floating interest set on the basis of the LIBOR 6M rate on a per annum basis plus a fixed margin, with the option of a margin increase according to the rules prescribed in the Terms of the Bond Issue.

The purpose of the bond issue is to acquire funds to finance the acquisition of an organized part of a business in the form of the hard coal mine Kopalnia Węgla Kamiennego „Knurów-Szczygłowice”.

The bonds will be issued pursuant to art. 9 item 3 of the Bonds Act; they will not be offered under a public offering within the meaning of the Public Offering Act nor will they be traded on an organized market within the meaning of the Act on Trading Financial Instruments.

The bonds will be secured with sureties on the date of issue. After the issue of the bonds, additional security will be established to secure bondholders’ claims in the form of registered liens on assets, registered liens on contractual rights, registered liens to accounts and mortgages on real properties.

The criterion forming the basis for recognizing this agreement to be significant is the total maximum nominal value of the bonds, which exceeds 10% of JSW’s equity.

Legal grounds:

§ 5 section 1 sub-section 3 of the Finance Minister’s Regulation of 19 February 2009 on the current and periodic information conveyed by securities issuers and the conditions for recognizing the information required by the regulations of a non-member state as being equivalent (Journal of Laws 2009, No. 33, Item 259 as amended).

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