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Current Report No. 8/2016

10.02.2016 17:35

Convening Bondholders’ Meeting – bonds series TPEA1119

The Management Board of TAURON Polska Energia S.A. (“TAURON”, “Issuer”) acting pursuant to item 1 letters (a), (c) and (g) of the By-laws of Bondholders’ Meeting which constitutes attachment to the Terms and Conditions of the issue of bonds series TPEA1119 (“Bonds”) assigned by the KDPW (Central Securities Depository of Poland) the code PLTAURN00037 and listed in the Alternative Trading System on Catalyst market organized by BondSpot S.A., with maturity falling on 4 November 2019, hereby convenes, on their own initiative, Meeting of Bondholders that will take place on 3 March 2016 at ul. Złota 59 in Warsaw, conference room Jupiter at Pure Sky Club, at 12.00. Registration of Bondholders authorized to participate in the Bondholders’ Meeting should start at 11.00.

The subject of the Bondholders’ Meeting will be adoption of resolution on amendments to terms and conditions of the Bonds’ issue (“Terms and Conditions”) which consist in amending the definition of “Financial Debt” presented in item 1.1 (Definitions) of the Terms and Conditions and amendment to the provisions of Grounds for Early Redemption presented in item 9.1(e) of the Terms and Conditions.

The Issuer proposes the following new wording of the abovementioned items:

1/ Definition presented in item 1.1 (Definitions) of Terms and Conditions:
“Financial Debt” shall mean commitment to pay or, respectively, return money (including principal amount and interest) arising from: (i) loan agreement; (ii) credit agreement; (iii) issue of bonds, bills or other similar securities or financial instruments that are issued or drawn up under any law in order to obtain funds (except for bills issued in relation to sale or purchase, trading or transmission of electricity and fuels); (iv) extended surety or guarantee to collateralize liabilities defined in items (i)-(iii) and (v)-(ix) of this definition of Financial Debt (except for sureties and guarantees issued by the Issuer or Subsidiaries to collateralize liabilities incurred by Subsidiaries or the Issuer); (v) due recourse claims related to payments made by third parties in relation to sureties or guarantees issued by these parties upon request of the Issuer or Subsidiaries; (vi) joining a debt that constitutes liability defined in item (i)-(v) and (vii)-(ix) of this definition of Financial Debt (except for joining a debt incurred by Subsidiaries or the Issuer; (vii) futures or derivative transactions concluded for purposes other than to hedge risk that occurred as part of running business operations (to calculate the value of a given transaction only the negative valuation shall be taken into account); (viii) lease contracts which are considered as financial leasing under relevant accounting principles; and (ix) sale and factoring of receivables (except for receivables sold without recourse).”

2/ Ground for Early Redemption included in item 9.1 (e) of Terms and Conditions:
“(e) Debt ratio is higher than 3.5;”

Current wording of the abovementioned items is as follows:
1/ Definition presented in item 1.1 (Definitions) of Terms and Conditions:
“Financial Debt” shall mean:
(a) commitment to pay (including the principal amount and interest) arising from loan agreement, credit agreement, issue of bill (except for bills issued in relation to sale or purchase, trading or transmission of electricity), issue of bonds or other debt securities and commitments to pay arising from extended surety, guarantee or joining a debt (in each of the abovementioned cases other than granted by entities from the Group to collateralize liabilities defined in this definition of Financial Debt of another entity from the Group), leasing which is considered as financial leasing, factoring or sale of receivables (except for receivables sold without recourse);
(b) negative mark to market valuation of any derivative transaction conclude din relation to running business operations, including in particular transactions to hedge against the fluctuations of exchange rate, prices or interest rates (to calculate the Debt Ratio such derivative transaction shall not be taken into account); and
(c) negative mark to market valuation of any other derivative transaction than derivative transaction defined in item (b) above.”

2/ Ground for Early Redemption included in item 9.1 (e) of Terms and Conditions:
“(e) Debt ratio is higher than 3.0;”

The underlying idea behind TAURON’s intention to introduce the amendments to the Terms and Conditions is to adjust the wording of the Terms and Conditions to the provisions of other financing agreements concluded by TAURON. Unification of wording of the Terms and Conditions in all financing agreements should prevent any possible doubts regarding interpretation in future.

Thus, should the amendments to the Terms and Conditions be adopted, the Issuer proposes to increase the margin defined in the Terms and Conditions by 20 base points per annum. Increased margin will be applicable to the new interest period starting after the date of amending the Terms and Conditions until the redemption date of bonds series TPEA1119.

At the same time the Issuer informs that if the requested amendments fail to be adopted, the Issuer will take alternative actions to achieve the planned objective.

In line with the By-laws of the Bondholders’ Meeting, apart from the Issuer, the right to participate in the Meeting have Bondholders who hold the Bonds as of the end of the second Business Day before the day of the Bondholders’ Meeting. A person representing a Bondholder at the Bondholders’ Meeting should produce deposit ticket or other equivalent document issued by the Depositary or Sub-Depositary (for bonds registered in the Register) or deposit certificate (for bonds registered in the Deposit) confirming that the Bonds are held by the Bondholder and have been locked until the Business Day falling immediately after the day of the Bondholders’ Meeting. Such person should also produce authorization to act on behalf of the Bondholder showing valid copy of register of entrepreneurs of the National Court Register or other equivalent register (issued not earlier than three months before the day of the Bondholders’ Meeting), where the Bondholder has been entered, or other document proving that a given person is authorized to act on behalf of a given Bondholder. Bondholder may be represented by a proxy. Bondholder may act as a proxy of another Bondholder. Proxy should be granted in writing by persons authorized to represent the Bondholder under valid copy of register of entrepreneurs of the National Court Register or other relevant register (issued not earlier than three months before the day of the Bondholders’ Meeting), in which the Bondholder has been entered. Copy of register should presented together with the proxy form.

The Bondholder’s right to participate in Bondholders’ Meeting includes in particular the right to:

a) vote; and
b) take the floor.

Each one PLN of the nominal value of the Bonds entitles to one vote. Detailed provisions concerning the course and participation in the Bondholders’ Meeting are presented in the By-laws of the Bondholders’ Meeting that form Attachment No. 2 to the Terms and Conditions of the Bond Issue.

 

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