Current report no: 3/2023
Report Date: 2023-02-01
Legal basis: Article 17 (1) MAR – confidential information.
Subject: Establishment by the Company of a prospective bond issuance program.
The Management Board of Cavatina Holding S.A. with its seat in Cracow (the “Company”) informs that on February 01, 2023. The Company’s Management Board adopted a resolution to establish a prospectus bond issuance program within the framework of which the Company will be authorized to issue, in one or more series, bonds with an aggregate nominal value of no more than PLN 150,000,000 (one hundred and fifty million zlotys) or the equivalent amount expressed in euros (the “Program”).
Bonds issued under the Program shall be issued exclusively in accordance with Article 33(1) of the Bond Law of January 15, 2015, i.e. in a public offering within the meaning of Article 2(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017. on the prospectus to be published in connection with a public offering of securities or their admission to trading on a regulated market and repealing Directive 2003/71/EC (the “Regulation 2017/1129”), on the basis of a base prospectus within the meaning of Article 2(s) of Regulation 2017/1129 (the “Prospectus”) prepared by the Company.
According to the terms of the Program:
- the bonds will be ordinary bearer bonds;
- the benefits of the bonds will be exclusively cash benefits defined and paid in:
- Polish zloty (PLN) – in the case of bonds of a given series issued in Polish zloty, or
- in euro (EUR) – in the case of bonds of a given series issued in euro;
- the bonds shall bear interest, and the interest rate on a given series of bonds under the Program may be fixed or variable, at the discretion of the Company’s Management Board;
- the bonds will be issued as collateralized, and the collateral for each series of bonds under the Program will be at least a surety established by Cavatina spółka z ograniczoną odpowiedzialnością, with its registered office in Kraków (the “Guarantor”), for all cash liabilities of the Company under the bonds of a given series; the detailed terms and conditions of granting the sureties in question (including the maximum value of the sureties granted and the maximum duration of the sureties) will be agreed with the Guarantor by the Management Board of the Company;
- the bonds will be subject to registration in the securities depository maintained by the National Securities Depository S.A. (the “Depository”), with the proviso that if the Company’s Management Board decides that the issuance of a particular series of bonds under the Program will be carried out with the participation of the issuance agent referred to in Article 7a Section 1 of the Act on Trading in Financial Instruments of July 29, 2005 (the “Trading Act”), a particular series of bonds will first be subject to registration in the register of persons entitled to bonds kept by that issuance agent, referred to in Article 7a Section 7a of the Trading Act, and then at the Depository;
- bonds of particular series shall be subject to application for their admission to trading on a regulated market, and if the criteria for admission of bonds of a particular series to trading on a regulated market are not met, for their introduction to trading in the alternative trading system operated by the Warsaw Stock Exchange, unless the Company’s Management Board decides otherwise;
- issues of individual series of bonds under the Program shall take place no longer than until the expiration of a period of 12 (twelve) months from the date of approval of the Prospectus by the Financial Supervision Commission;
- issues of individual series of bonds under the Program shall be carried out each time on the basis of an appropriate resolution of the Company’s Management Board, which shall set the final terms and conditions of their issuance for a given series of bonds.
The basic terms and conditions of issuance of bonds under the Program will be included in the Prospectus, while the detailed terms and conditions of issuance of individual series of bonds issued under the Program will be included in the final terms and conditions of their issuance, however such final terms and conditions of issuance of individual series of bonds issued under the Program may differ.
The organization of the Program has been entrusted under the agreement for the organization of the Michael / Ström Issuance Program to Michael / Ström Dom Maklerski S.A., based in Warsaw, which, with respect to the bonds issued under the Program, will act as, among other things, issue organizer, calculation agent and documentation agent.
The Company’s Management Board announces that the Company intends to immediately apply to the Financial Supervision Commission for approval of the Prospectus. The Prospectus, which will be prepared in accordance with the provisions of Regulation 2017/1129 and, once approved by the Financial Supervision Commission, will be the only legally binding offering document containing information about the Company and the Company’s offered bonds, as well as their admission to trading on a regulated market or introduction to trading in an alternative trading system operated by the Warsaw Stock Exchange, will be published and available on the Company’s website (www.cavatina.pl).