RB: 24/2020
Date: 17 August 2020
Setting up a bond issue programme and entering into an agency agreement
Legal basis: Art. 17 item 1 of MAR – inside information.

Text of the report:

The Management Board of Benefit Systems S.A. with its registered seat in Warsaw (hereinafter, the "Company," or the "Issuer") hereby announces that on this day, they have adopted a resolution to set up a programme  for the issuance of the Company's bonds with the total nominal value not exceeding PLN 100,000,000.00 (the "Programme") and entered into an agency agreement for the Programme (the "Agency Agreement"), on the basis of which Haitong Bank, S.A. Spółka Akcyjna Oddział w Polsce (the "Haitong Bank"), will be acting as the arranger, calculation agent, bondholder agent, documentation agent and dealer in connection with the arrangement and support of the Programme and the issue of bonds thereunder. All the bonds issued under the Programme will be secured on the shares of selected subsidiaries of the Issuer's Capital Group, on fitness equipment and on the Benefit Systems trademark. The Programme was approved by the Supervisory Board of the Company.

The Company intends to launch the bond issue under the Programme in Q3 2020, on condition of opportune market environment and subject to setting up the collaterals envisaged in the Programme. The Company will make the final decision concerning the issue of bonds as part of the Programme and on the terms and conditions of such issue at the stage of adoption of the respective resolution by the Management Board of the Company, which will be announced by the Company in a subsequent current report.

The terms and conditions of the Programme provide that on condition that the Company and Haitong Bank enter into underwriting agreement (this agreement will not be an issue guarantee agreement within the meaning of Article 14a of the Act on Public Offering) and the conditions specified in that agreement are met, Haitong Bank has committed to subscribe for bonds with the nominal value of up to PLN 100,000,000.00. The bonds will be issued pursuant to Article 33.1 of the Bonds Act of 15 January 2015; however, the offer will only be directed to the qualified investors without an obligation to publish a prospectus or information memorandum in accordance with Article 1.4 (a) of the Prospectus Regulation. The Issuer will apply that all the bonds issued as part of the Programme are introduced to trading in the alternative trading system operated by the Warsaw Stock Exchange S.A.

The purposes of individual bond series issues are not specified in the terms and conditions of the Programme, however, the purpose of Bonds issue may be specified in the terms and conditions of specific series Bond issue. The Issuer has set up the Programme driven by the intention of diversifying the sources of financing of the Capital Group of the Company under the conditions of increasing uncertainty of the market environment associated with the COVID-19. The funds from the issue may be allocated for the development of the Capital Group, in particular on foreign markets.