Determination of a sale price and a number of the sale shares of PZU S.A.
Determination of a sale price and a number of the sale shares of PZU S.A.
| Current Report | | |
| Drafted on: | 02.12.2015 |
| Current report No | 100/2015 |
| Abbreviated issuer&rsquo|s name | mBank |
| Contents: | |
| | NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE | UNITED STATES, CANADA, JAPAN OR AUSTRALIA. In relation to the current report No. 99/2015 dated 1 December 2015, the | Management Board of mBank S.A. (the "|Bank"|) informs that further to the | sale of the shares of Powszechny Zakład Ubezpieczeń S.A. (the "|Company"|) | through an accelerated bookbuilding process addressed to certain | eligible institutional investors (the "|Placement"|) the Bank determines | the price per one share of the Company at PLN 37.75 and the number of | the sale shares of the Company at 4.711.700, constituting 0,55% of the | Company's existing share capital. Dom Maklerski mBanku S.A. ("|Dom Maklerski mBanku"|) and J.P. Morgan | Securities plc ("|J.P. Morgan"|) acted as Global Coordinators and Joint | Bookrunners for the Placement. Legal disclaimer This announcement is made in performing by the Bank as the publicly | traded company listed on the regulated market operated in Poland of its | reporting obligations and is not an offer for sale of securities in the | United States or any other jurisdiction. Securities may not be offered | or sold in the United States absent registration or an exemption from | registration under the U.S. Securities Act of 1933, as amended (the | "|Securities Act"|). mBank S.A. does not intend to register any portion of | the offering in the United States, and does not intend to conduct a | public offering of securities in the United States. The securities referred to herein may only be sold pursuant to | Regulation S of the Securities Act and in the US, pursuant to an | exemption from the Securities Act, strictly only to a limited number of | QIBs (as defined in Rule 144A under the Securities Act) and in certain | other countries only to authorised professional institutional investors. | The securities are "|restricted securities"| as defined in Rule 144A under | the Securities Act and any allocation will only be made on the basis the | purchaser executes an investor representation letter. The material set forth herein is for information purposes only and is | not an offer to sell, or the solicitation of an offer to buy, any | securities, in any jurisdiction in which such offer, solicitation or | sale would be unlawful and, in particular, is not for release, | publication or distribution in or into the United States, Australia, | Canada or Japan. The publication of this information does not constitute the making | available of information to promote the purchase or acquisition of | securities or an inducement of their purchase or acquisition within the | meaning of Article 53 section 1 of Polish Act of 29 July 2005 on Public | Offering, Conditions Governing the Introduction of Financial Instruments | to Organised Trading, and Public Companies, as amended (the "|Act on | Public Offering"|), and does not constitute a promotional campaign within | the meaning of Article 53 of the Act on Public Offering. This communication and any subsequent offer of securities may be | restricted by law in certain jurisdictions and persons receiving this | communication or any subsequent offer should inform themselves about and | observe any such restriction and must not under any circumstances | forward this communication to any other person. Failure to comply with | such restrictions may violate securities laws of any such jurisdiction. The Placement is only addressed to and directed at persons in Member | States of the European Economic Area who are "|qualified investors"| | within the meaning of Article 2(1)(e) of the Prospectus Directive. In | addition, in the United Kingdom, this communication is being distributed | to, and is directed only at, qualified investors who (i) are investment | professionals falling within Article 19(5) of the Financial Services and | Markets Act 2000 (Financial Promotion) Order 2005 (the "|Financial | Promotion Order"|), (ii) persons falling within any of the categories of | persons described in Article 49 of the Financial Promotion Order and | (iii) any other persons to whom it may otherwise lawfully be made (all | such persons together being referred to as "|relevant persons"|). Any | investment or investment activity to which these materials relate are | available only to relevant persons in the United Kingdom and qualified | investors in any member state of the European Economic Area other than | the United Kingdom, and will only be engaged with such persons. Any investment decision to buy shares must be made solely on the basis | of publicly available information. Such information is not the | responsibility of J.P. Morgan and Dom Maklerski mBanku has not been | independently verified by J.P. Morgan, Dom Maklerski mBanku or mBank S.A. J.P. Morgan and Dom Maklerski mBanku are acting for mBank S.A. and no | one else in connection with the offering and will not be responsible to | anyone other than mBank S.A. for providing advice or protections | afforded to clients in relation to any transaction or any matters | referred to this communication. Each of J.P. Morgan and Dom Maklerski mBanku may participate in the | offering on a proprietary basis. | |
SIGNATURE OF THE PERSONS REPRESENTING THE COMPANY
| Director of the Compliance Department | Cezary Stypułkowski 02.12.2015 |