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: 

With reference to current report No. 32/2020 published by mBank S.A. with its registered office in Warsaw (the “Bank”) regarding the launch of invitations to the holders of the outstanding: (i) EUR 500,000,000 1.398 per cent. fixed rate notes due in 2020, with ISIN code: XS1496343986, issued by mFinance France S.A., the Bank’s subsidiary (the “2020 Notes”); (ii) EUR 500,000,000 2.000 per cent. fixed rate notes due in 2021, with ISIN code: XS1143974159, issued by mFinance France S.A., the Bank’s subsidiary; and (iii) EUR 500,000,000 1.058 per cent. fixed rate notes due in 2022, with ISIN code: XS1876097715, issued by the Bank (the “2022 Notes” and, together with the 2020 Notes and the 2021 Notes, the “Notes”) to tender such Notes for purchase by the Bank (the “Tender Offer”), the Bank announces that the following have been validly tendered in the Tender Offer: (i) the aggregate principal amount of EUR 35,178,000 of the 2020 Notes; the aggregate principal amount of EUR 72,417,000 of the 2021 Notes; and (iii) the aggregate principal amount of EUR 39,970,000 of the 2022 Notes.

The Bank announces that it will accept for purchase the entire aggregate principal amounts of the validly tendered Notes without pro-ration, as referred to above.

Following the settlement of the Tender Offer, the outstanding principal amount of the Notes will be as follows: (i) EUR 464,822,000 for the 2020 Notes; (ii) EUR 427,583,000 for the 2021 Notes; and (iii) EUR 460,030,000 for the 2022 Notes.

Following the settlement of the Tender Offer, the 2020 Notes, the 2021 Notes and the 2022 Notes repurchased by the Bank pursuant to the relevant Offers will be surrendered for cancellation.

Following the settlement of the Tender Offer, the outstanding Notes will remain listed on the Luxembourg Stock Exchange.

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

The expected settlement date of the Tender Offer is 10 June 2020.

Following the expiration of the Tender Offer, the Bank or mFinance France S.A. may from time to time make opportunistic open market or privately negotiated repurchases of the outstanding Notes.

Offer and distribution restrictions applied 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.