Capital/Financing Update • Sep 30, 2016
Capital/Financing Update
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Current report No. 24/2016
Date: 30.09.2016
Subject: Issue of series A bonds by the company Arctic Paper S.A.
Content:
The Management Board of Arctic Paper S.A. (the "Company") informsinvestors, referring to point 2 and 4 of current report No. 20/2016"Conclusion by the company Arctic Paper S.A. of material agreementsrelated to the refinancing process" published on 9 September 2016, thaton 30 September 2016 (the "Issue Date") the Company issued 100,000series A bonds in a private placement as part of the programme of theissue of bonds up to the amount of PLN 150,000,000 dated 9 September2016 (the "Bonds").
The Bonds were issued on the following legal basis:
(i) Art. 33 point 2 of the Act on Bonds of 15 January 2015;
(ii) resolution of the Company's management board No. 1/05/2016 dated 4May 2016;
(iii) resolution of the Company's supervisory board No. 11/04/2016 dated28 April 2016;
(iv) resolution of the Company's management board No. 1/09/2016 dated 22September 2016; and
(v) resolution of the Company's management board No. 2/09/2016, dated 23September 2016.
The purpose of the issue was not specified in the terms and conditionsof the Bonds, but the Company intends to use the proceeds from theBonds' issue for refinancing existing liabilities.
The bonds were issued as unsecured dematerialised bearer bonds. Thetotal nominal value of the Bonds is PLN 100,000,000, and a nominal valueof each of the Bonds is PLN 1,000. The issue price of the Bonds is equalto their nominal value. The Bonds will be redeemed on 31 August 2021 oron an early redemption date (the "Redemption Date").
Parallel debt, concerning, in particular, receivables of the bondholders(who entered into the intercreditor agreement) under the Bonds, will besecured pursuant to the intercreditor agreement executed by the Company,in accordance with point 4 of current report No. 20/2016. The Bonds wereregistered by Krajowy Depozyt Papierów Wartościowych S.A. (NationalDepositary for Securities).
The Bonds will bear interest starting from the date following the IssueDate and until the Redemption Date (including that date). The Bonds willbear interest according to a variable interest rate equal to the sum ofWIBOR 6M rate and the margin the amount of which will depend on the netdebt to EBITDA ratio. The interest on the Bonds will be paidsemi-annually. The terms of issue of the Bonds do not provide for anynon-pecuniary performances.
The Company's intention is to introduce the Bonds into trading in thealternative trading system run by Giełda Papierów Wartościowych wWarszawie S.A. and/or BondSpot S.A.
The terms of issue of the Bonds provide for a bondholders' meeting.
Legal basis for the report:
Art. 17 sec. 1 of Regulation (EU) No. 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC.
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