Legal basis: 

§ 17 Regulation (EU) No 596/2014 Of The European Parliament And Of The Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Contents: 

mBank S.A. with its registered office in Warsaw (the „Bank”) announces that on 29 May 2020 the Bank launched invitations to the holders of the outstanding:

1. EUR 500,000,000 1.398 per cent. fixed rate series 6 notes due on 26 September 2020 issued by mFinance France S.A., the Bank’s subsidiary, on 26 September 2016, with ISIN code: XS1496343986 and listed on the regulated market run by the Luxembourg Stock Exchange (the “2020 Notes”);

2. EUR 500,000,000 2.000 per cent. fixed rate series 5 notes due on 26 November 2021 issued by mFinance France S.A., the Bank’s subsidiary, on 26 November 2014, with ISIN code: XS1143974159 and listed on the regulated market run by the Luxembourg Stock Exchange (the “2021 Notes”); and

3. EUR 500,000,000 1.058 per cent. fixed rate series 9 notes due on 5 September 2022 issued by the Bank on 5 September 2018, with ISIN code: XS1876097715 and listed on the regulated market run by the Luxembourg Stock Exchange (the “2022 Notes” and jointly with the 2020 Notes and 2021 Notes, the “Notes”),

to tender such Notes for purchase by the Bank for cash (the “Tender Offer”).

Under the Tender Offer, the Bank intends to purchase certain Notes up to the maximum aggregate purchase consideration (excluding any interest and subject to amendment at the discretion of the Bank and subject to applicable law) payable by the Bank not exceeding EUR 400,000,000, on the terms and subject to conditions set out in the Tender Offer Memorandum issued by the Bank on 29 May 2020.

The Bank will pay for the Notes validly tendered, and accepted by it for purchase pursuant to the relevant offers made in connection with the Tender Offer, a cash purchase consideration of:

(a) with respect to the 2020 Notes, 100 per cent. of the principal amount (equivalent to EUR 1,000 per EUR 1,000 in principal amount) of the 2020 Notes validly tendered and accepted for purchase pursuant to the Tender Offer;

(b) with respect to the 2021 Notes, 100.50 per cent. of the principal amount (equivalent to EUR 1,005 per EUR 1,000 in principal amount) of the 2021 Notes validly tendered and accepted for purchase pursuant to the Tender Offer; and

(c) with respect to the 2022 Notes, 98 per cent. of the principal amount (equivalent to EUR 980 per EUR 1,000 in principal amount) of the 2022 Notes validly tendered and accepted for purchase pursuant to the Tender Offer.

The Bank will also pay interest accrued and unpaid (if any) on the Notes validly tendered and accepted by it for purchase in connection with the Tender Offer.

It is the Bank’s current intention that 2022 Notes repurchased by the Bank pursuant to the relevant offers made in connection with the Tender Offer will be cancelled. It is the Bank’s current intention that 2020 Notes and 2021 Notes repurchased by the Bank pursuant to the relevant offers made in connection with the Tender Offer will be surrendered for cancellation although the Bank may hold such Notes for a period of time following the settlement of the Tender Offer. Notes which have not been validly tendered or have not been accepted for purchase pursuant to the relevant offers made in connection with the Tender Offer will remain outstanding after the settlement of the Tender Offer.

The purpose of the Tender Offer is to enable the Bank and its subsidiaries (together, the “Group”) to maintain a prudent and proactive approach towards the management of the Group’s funding and liquidity base, in particular since the Notes do not qualify as Eligible Liabilities and do not contribute to the MREL requirement (Minimum Required Own Funds and Eligible Liabilities) from the standalone perspective of the Bank.

The Tender Offer is scheduled to expire on 5 June 2020 and its results are to be announced on 8 June 2020 via, among others, a notice on the Luxembourg Stock Exchange website. The Bank will also notify on the results of the Tender Offer by the means of a separate current report. The settlement of the Tender Offer is scheduled for 10 June 2020.

The Bank has appointed Commerzbank Aktiengesellschaft and J.P. Morgan Securities plc as dealer managers for the Tender Offer.

The Bank can extend, re-open, withdraw, rescind or modify the terms of the Tender Offer.

Offer and distribution restrictions apply to the Tender Offer.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”)) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A “U.S. PERSON”)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.