Body of the Report:
The Management Board of Jastrzębska Spółka Węglowa S.A. (“JSW S.A.”) hereby informs that it mandated Credit Suisse Securities (Europe) Limited and J.P. Morgan Securities plc, as Joint Global Coordinators and Joint Bookrunners and ING Bank N.V., London Branch and PKO Bank Polski S.A., as additional Active Joint Bookrunners in relation with the planned issuance of the senior notes, including the arrangement of a series of fixed income investor meetings in the United States of America and in the United Kingdom, commencing October 22, 2014. The planned transaction will be made in accordance with Regulation S and Rule 144A under the United States Securities Act of 1933, as amended and in accordance with the stabilization regulations of FCA/ICMA.
The above communication is of key importance for the process leading to the issuance of the senior notes. The final decision on the issuance of the senior notes and the financial parameters will be made by the JSW Management Board after an analysis of the market conditions.
Copies of this announcement are not being made and may not be distributed or sent, directly or indirectly, in or into United States or any jurisdiction where to do so would be unlawful.
This communication is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or any other jurisdiction where to do so would be unlawful. JSW S.A. has not registered, and does not intend to register any portion of the offering of the Securities in the United States or to conduct a public offering of the Securities in the United States. In particular, the Securities have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. In the United States, the offer is being made only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Outside the United States, the offer is being made to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. Prospective purchasers are hereby notified that the sellers or issuers of the Notes may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A of the Securities Act or another available exemption from registration.
This communication does not constitute an offer of the Securities to the public in the United Kingdom. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This communication does not constitute a public offer which is defined in Article 3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of 29 July 2005, as amended (the “Public Offering Act”) as a communication in any form and by any means addressed to at least 150 persons or to an unspecified addressee that contains sufficient information on the Securities to be offered and the terms and conditions of their acquisition, so as to enable an investor to decide to purchase these Securities. This communication may be distributed in Poland directly to individually identified professional clients within the meaning of the Act on Trading in Financial Instruments dated July 29, 2005, as amended (the “Act on Trading in Financial Instruments”). Any person in Poland who is not a professional client should not act or rely on this document or any of its contents. This communication cannot be disseminated in such a way which would constitute public offer of securities. FCA/ICMA Stabilisation