RB: 28/2020
Date: 21 September 2020
Adoption by the Management Board of the Company of resolutions on the issue of series A and B bonds
Legal basis: Article 17(1) MAR - confidential information.

Text of the report:

Further to current report of Benefit Systems S.A. (the "Company") No. 24/2020 of 17 August 2020, the Management Board of the Issuer hereby would like to announce that the Management Board of the Company adopted, on 21 September 2020, a resolution on the issuance of series A bonds (the "Resolution on the Issuance of Series A bonds") and a resolution on the issuance of series B bonds (the "Resolution on the Issuance of Series B bonds"). The resolutions were adopted as part of the Company’s Programme of Issuance of Bonds up to an amount not exceeding PLN 100,000,000 (one hundred million złotys) (the "Programme").
On the basis of the Resolution on the Issuance of Series A Bonds, the Management Board of the Company resolved to issue bonds with the following parameters (the "Series A Bonds"):

1.    Bond type: ordinary, bearer, in a non-documentary form;
2.     Series: A;
3.     Nominal value: PLN 1,000.00 (one thousand zlotys);
4.     Issue price: PLN 1,000.00 (one thousand zloty);
5.     Issue volume: up to 50,000.00 (fifty thousand) bonds with a total nominal value not exceeding PLN 50,000,000.00 (fifty million zlotys);
6.     Purpose of the issue: Undefined;
7.     Cover: Series A bonds shall be issued as covered bonds;
8.     Interest rate: Variable (the base rate plus a margin);
9.     Base rate: WIBOR 6M;
10.     Margin: Different for specific interest periods (ranging from 175 bp to 275 bp);
11.     Interest periods: Semi-annual;
12.     Day of issue: The day on which the Series A Bonds are registered with the securities depository maintained by the National Depository of Securities (KDPW S.A);
13.     Maturity date: eighteen (18) months from the Day of Issue;
14.     Early redemption: Possible, upon request from the Company or the bondholder, subject to the terms and conditions as indicated in the terms and conditions of issue of Series A Bonds.

On the basis of the Resolution on the Issuance of Series B Bonds, the Management Board of the Company resolved to issue bonds with the following parameters (the "Series B Bonds"):

1.    Bond type: ordinary, bearer, in a non-documentary form;
2.     Series: B;
3.     Nominal value: PLN 1,000.00 (one thousand zlotys);
4.     Issue price: PLN 1,000.00 (one thousand zloty);
5.     Issue volume: up to 50,000.00 (fifty thousand) bonds with a total nominal value not exceeding PLN 50,000,000.00 (fifty million zlotys);
6.     Purpose of the issue: Undefined;
7.     Cover: Series A bonds shall be issued as covered bonds;
8.     Interest rate: Variable (the base rate plus a margin);
9.     Base rate: WIBOR 6M;
10.     Margin: Different for specific interest periods (ranging from 275 bp to 525 bp);
11.     Interest periods: Semi-annual;
12.     Day of issue: The day on which the Series B Bonds are registered with the securities depository maintained by the National Depository of Securities (KDPW S.A);
13.     Maturity date: forty-eight (48) months from the Day of Issue;
14.     Early redemption: Possible, upon request from the Company or the bondholder, subject to the terms and conditions as indicated in the terms and conditions of issue of Series B Bonds.

Series A Bonds and Series B Bonds (jointly: the “Bonds") have been covered by way of establishing a registered pledge: (i) by Benefit Systems International sp. z o.o., on the shares in MultiSport Benefit S.R.O., with its seat in Prague, (ii) by Fit Invest International sp. z o.o., on the shares in Beck Box Club Praha S.R.O., with its seat in Prague, (iii) by Fit Invest International sp. z o.o., on the shares in Form Factory S.R.O., with its seat in Prague, (iv) by the Company, on the shares in Benefit Partners sp. z o.o, (v) by Benefit Partners sp. z o.o., on selected assets of the said company, and (vi) by Benefit IP spółka z ograniczoną odpowiedzialnością sp. k. on the protective right for the trademark of Benefit Systems, as well as by the Company issuing two blank promissory notes, where the maximum amount with which all the promissory notes may be filled in jointly may not exceed PLN 150,000,000.00 (one hundred and fifty million złoty). The above cover has been established and shall secure, with the equal priority, all the Bonds up to the total amount of PLN 200,000,000 (two hundred million zlotys).
The bonds shall be issued pursuant to Article 33(1) of the Bonds Act of 15 January 2015, i.e. by way of a public offering of securities within the meaning of Article 2(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the "Regulation 2017/1129"). Proposals to purchase the Bonds will be addressed only to the qualified investors within the meaning of Article 2(e) of Regulation 2017/1129 and therefore, in accordance with Article 1(4)(a) of Regulation 2017/1129, the conductiong of the public offering for the Bonds does not require preparation of any prospectus, information memorandum or other public information document.
On the day of their issue, the Bonds will be registered with the depository of securities maintained by Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository of Securities) and will be the subject-matter of an application for introducing them to trading in the alternative trading system (Catalyst) maintained by the Warsaw Stock Exchange S.A.
The arranger of the issue, the calculation agent, the bondholders’ agent, the documentary agent and the dealer for the issue of the Bonds is Haitong Bank, S.A. Spółka Akcyjna Branch in Poland (the "Haitong Bank").
At the same time, the Management Board of the Company hereby announces that the Company entered into a Bond Issue Guarantee Agreement with Haitong Bank, under which Haitong Bank covenanted to acquire up to 50,000 (fifty thousand) of the Series A Bonds and up to 50,000 (fifty thousand) of the Series B Bonds that will not be acquired as part of the issue by other investors (the agreement in question is not an equity undrerwriting agreement within the meaning of Article 14a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies).