Pursuant to article 5(1.11) of the Decree of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259), the Management Board of Telekomunikacja Polska S.A. (“TP S.A.”) hereby informs about the issuance of A1 series bonds by TP S.A.
On 22 May 2009, in connection with the issuance by TPSA Eurofinance France S.A. of debt notes totalling € 500,000,000 par (“the Debt Notes”) in the Euro Medium Term Note (EMTN) Programme, which was established on 6 May 2009, TP S.A. issued 500 unsecured registered A1 series bonds totalling €500,000,000 par (“the Bonds”).
The Bonds were offered by private placement exclusively to TPSA Eurofinance France S.A. TPSA Eurofinance France S.A. purchased all the Bonds issued for the funds raised in the international capital market from the issue of the Debt Notes (about which TP S.A. is informing in a separate report). TP S.A. has raised €497,320,000 net from the issue of the Bonds. The interest coupon on the Bonds is 6.00% of their nominal value per annum and is payable annually, in arrears, by May 22 of each year, against coupons. The redemption date of the Bonds is five years after the date of purchase of the Bonds, i.e. 22 May 2014. TP S.A. may decide, by way of declaration of the Chief Financial Officer of TP S.A., on early redemption of any or all the Bonds. In particular, the early redemption may be effected in any case in which TPSA Eurofinance France S.A. effects early redemption of the Debt Notes issued. Liabilities comprise bank borrowings, loans and bonds, as of the last day of the quarter preceding the release of the offering total PLN 8,561 million. The purpose of the issue, as well as the whole Programme, is to secure and optimise future financial needs of the Telekomunikacja Polska Group, especially in consideration of the fact that the maturity date of the majority of the currently used debt instruments falls in 2010-2011.
TP S.A. will not attempt to introduce the Bonds into public trading.
TPSA Eurofinance France S.A. is a company duly established under the law of France. Its share capital amounts to €226,750.59 and is divided into 49,401 shares of nominal value of €4.59 each, corresponding to the same number of votes at the Shareholders’ Meeting.
TPSA Finance B.V. holds a 49.995% stake in TPSA Eurofinance France S.A., which corresponds to 49.995% of the total voting power. TPSA Eurofinance B.V., a wholly owned subsidiary of TPSA Finance B.V., holds a further 49.995% stake in TPSA Eurofinance France S.A., which corresponds to 49.995% of the total voting power. TPSA Finance B.V. and TPSA Eurofinance B.V. hold an aggregate stake of 99.99% in TPSA Eurofinance France S.A., controlling 99.99% of the total number of votes at the Shareholders’ Meeting thereof. TPSA Eurofinance B.V. and TPSA Finance B.V. are subsidiaries of TP S.A.
74/2009 TP bonds issue in connection to EMTN programme – Orange Polska
22 May 2009