Current reports

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Synthos Finance AB report on contemplated redemption of Senior Notes issued by Synthos Finance AB

10.10.2018

Synthos Finance AB (publ) (the “Issuer”) hereby informs that on 9 October 2018, the board of directors of the Issuer and on 10 October 2018 the Issuer’s shareholders meeting decided to redeem the outstanding EUR 400,000,000 4.000% Senior Notes due 2021 with ISIN number XS1115183359 issued by Synthos Finance (the “Notes”). The redemption is subject to the terms and conditions set forth in the notice of redemption dated 10 October 2018 (the “Redemption Notice”) and applicable law.

The Issuer hereby announces that pursuant to Section 3.07(d) of the indenture governing the Notes, EUR 400,000,000 in aggregate principal amount of Notes will be redeemed, at a purchase price equal to 102.000% of the principal amount of the Notes on the date of purchase plus accrued and unpaid interest, from and including the date of the most recent payment of interest on the Notes to (but excluding) the Redemption Date (as defined in the Redemption Notice).

The Issuer will announce the completion of the redemption of the Notes in a separate report on the Redemption Date.

In connection with and for the purpose of financing the contemplated redemption of the Notes, on 10 October 2018, the Issuer entered into the following documents:

(i) an annex to the up to EUR 850,000,000 term loan and revolving facilities agreement concluded on 5 April 2018 (the “Facilities Agreement”) by and between Synthos S.A. and certain of its subsidiaries as the borrowers and guarantors and Powszechna Kasa Oszczędności Bank Polski S.A., Bank Polska Kasa Opieki S.A., Bank BGŻ BNP Paribas S.A., Santander Bank Polska S.A. (formerly Bank Zachodni WBK S.A.) and ING Bank Śląski S.A. as the lenders;

(ii) an agreement for the registered pledge over EUR 350,000,000 intragroup bonds (the “Bonds”) issued by Synthos S.A. and acquired by the Issuer, entered into between the Issuer as pledgor and Synthos Kralupy a.s. as pledgee;

(iii) an agreement for the registered pledge over receivables under the agreement for intragroup loan dated 2 April 2015 made available to Synthos Dwory 7 spółka z ograniczoną odpowiedzialnością sp.j. as borrower and the Issuer as lender, entered into between the Issuer as pledgor and Synthos Kralupy a.s. as pledgee (together with the agreement mentioned in item (ii) above, the “Pledge Agreements”);

(iv) EUR 410,000,000 loan agreement entered into between the Issuer as borrower and Synthos Kralupy a.s. as lender (the “Intragroup Loan Agreement 1”);

(v) an annex no. 1 to EUR 50,000,000 intragroup loan agreement entered into on 2 April 2015 between the Issuer as lender and Synthos Dwory 7 spółka z ograniczoną odpowiedzialnością sp.j. as borrower (the „Intragroup Loan Agreement 2”); and

(vi) an agreement with Synthos S.A. on the amendments to the terms and conditions of issuing the Bonds.

The annex to the Facilities Agreement was entered into for the purpose of utilizing the facility in the amount of approximately EUR 410,000,000 by Synthos Kralupy a.s. for the purpose of granting a loan by Synthos Kralupy a.s. to the Issuer.

Under the Intragroup Loan Agreement 1, Synthos Kralupy a.s. granted EUR 410,000,000 loan to the Issuer for the purpose of, in particular, early redemption of the Notes. In connection with the Intragroup Loan Agreement 1, Synthos Kralupy a.s. and the Issuer entered into the Pledge Agreements under which security was established over the Issuer’s receivables under the Intragroup Loan Agreement 2 and the Bonds.

Under the agreement on the amendments to the terms and conditions of issuing the Bonds, the Issuer and Synthos S.A. agreed to allow each of the Issuer and Synthos S.A. to require the early repurchase of the Bonds at their discretion and in the event of a default under the Intragroup Loan Agreement 1. Additionally, interest amount, interest periods and interest payment dates were made consistent with the ones included in the annex to the Facilities Agreement.

According to the annex to the Intragroup Loan Agreement 2, the Issuer may require the early repayment of EUR 50,000,000 loan by Synthos Dwory 7 spółka z ograniczoną odpowiedzialnością sp.j. at its own discretion and in the event of a default under the Intragroup Loan Agreement 1. Additionally, interest periods and interest payment dates were made consistent with the ones included in the annex to the Facilities Agreement.

Legal basis: Art. 17 item 1 MAR – confidential information

European Commission investigation

08.06.2018

Synthos Finance AB announces that the European Commission ('the Commission') has recently initiated an investigation into practices relating to the purchase of Styrene monomer by companies operating in the European Economic Area.

Accordingly, Synthos Group has been included in this investigation. As part of the process, the Commission has visited Synthos’ offices this week.

Synthos Group puts great attention to competition law compliance and will continue to fully cooperate with the Commission throughout the investigation.   

Information on the decisions taken by the Ordinary General Meeting and Supervisory Board of Synthos S.A. on April 18th, 2018

18.04.2018

Synthos Finance AB hereby informs that on April 18th, 2018, the Ordinary General Meeting (OGM) of Sythos S.A. (Parent Guarantor) was held.  The OGM approved the financial statement of Synthos S.A. and consolidated financial statement of Synthos Group for 2017. A resolution on dividend payment in the amount of PLN 1.601.132.500 (one billion six hundred and one million, one hundred and thirty-two thousand, five hundred PLN) towards shareholders of Synthos S.A. was also passed. The OGM further granted a vote of approval to the members of both Supervisory Board and Board of Directors for their respective activities in 2017. As with the approval of financial statements of Synthos S.A. the term of office of the Board of Directors expired, the Supervisory Board was convoked and decided to re-elect the same Board of Directors Members for a new term.

Synthos Finance AB report on conclusion of a facilities agreement by Synthos S.A. and certain of its subsidiaries.

06.04.2018

Management Board of Synthos S.A. (the “Parent Guarantor”) hereby informs that new credit facilities agreement was concluded on April 5th, 2018 (the “Facilities Agreement”) by the Parent Guarantor and certain of its subsidiaries as the borrowers and Powszechna Kasa Oszczędności Bank Polski S.A., Bank Polska Kasa Opieki S.A., Bank BGŻ BNP Paribas S.A., Bank Zachodni WBK S.A. and ING Bank Śląski S.A. as the lenders.
The total amount of the facility is up to EUR 850,000,000 and may be utilized in EUR, PLN or other currencies agreed between relevant borrowers and relevant lenders. The framework of the facility provides for it to be granted by way of inter alia overdraft facility, letters of credit, guarantees and any other facility or accommodation agreed by the relevant borrowers and the relevant lenders, save for the amount of EUR 400,000,000 which can be utilized solely for the purpose of redemption of notes, issued by Synthos Finance AB under indenture dated 30 September 2014 (“the Notes”). The financing under Facilities Agreement is provided for 7 years term and will replace EUR 220,000,000 revolving facilities agreement dated 7 June 2016.
The Facilities Agreement was concluded as unsecured, however provides the possibility to establish certain securities, but in no event when any notes (including the Notes) of the nominal value of not less than EUR 250,000,000 are outstanding.

The Facilities Agreement fully reflects the Parent Guarantor’s financial policy to secure stable middle- and long-term sources of core financing to support operations of Synthos Group.

 

Current report no. 12

24.03.2018

Resolution of the WSE S.A. Management Board in Warsaw concerning the exclusion from stock exchange trading on the WSE Main List of shares of Synthos S.A.

The Management Board of Synthos S.A. (hereinafter the "Issuer") notifies that it has been informed that the Management Board of the Warsaw Stock Exchange S.A. passed the Resolution No. 275/2018 of March 23, 2018 concerning.

In accordance with the aforementioned Resolution, in connection with the decision of the Polish Financial Supervision Authority on granting the Issuer the right to restore the shares of the Issuer in the form of a document - removal of the dematerialisation of shares (Current report No. 11/2018), the Management Board of the Warsaw Stock Exchange S.A. decided to exclude from stock exchange trading on April 3, 2018 all shares of the Issuer, i.e.:

a. 854,250,000 (eight hundred and fifty-four million, two hundred and fifty thousand) ordinary bearer shares (A series),

b. 469,000,000. (four hundred sixty nine million) ordinary bearer shares (B series)

registered by the National Depository for Securities S.A. under code "PLDWORY00019".

Legal basis: § 34 item 1 point 5 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state as equivalent

Current report no. 11

14.03.2018

Receiving information about the decision taken by the Polish Financial Supervision Authority to grant permission to restore the shares of the Company in the form of a document (removal of the dematerialization of shares)

Legal basis:

Art. 17 item 1 MAR – confidential information

Synthos S.A. Management Board ("Issuer") informs that on the basis of the announcement from of the 383 meeting of the Polish Financial Supervision Authority ("PFSA")  of March 13, 2018, published on the PFSA website on the same day, the Issuer has received information that on March 13, 2018 the PFSA decided on granting permission to restore the Issuer's shares in the form of a document (removal of dematerialization of shares). The PFSA determined the date of discontinuation of the Issuer's obligations under the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to the organized trading system and on public companies as at April 3, 2018.

Immediately after delivering the PFSA's decision, the Issuer intends to submit an application to the Warsaw Stock Exchange S.A. for the exclusion of the Issuer's shares from the stock exchange trading on the regulated market operated by the Warsaw Stock Exchange S.A. and an application to the National Depository for Securities S.A. for the termination of the Issuer's participation in the National Depository of Securities S.A. and withdrawal from the deposit all shares issued by the Issuer.

Current report no. 10

02.03.2018

Appointment of the Management Board Member

The Board of Synthos S.A. (the "Issuer"), pursuant to Article 5 section 1 point 22 of the 19 February 2009 Regulation of the Minister of Finance Regarding Current and Periodic Information Published by Issuers of Securities and Conditions for Recognising as Equivalent Information Required by the Laws of a Non-Member State (Journal of Laws of 2014 No. 133, uniform text with subsequent amendments) announces that today, the Management Board of the Issuer was notified about the resolution adopted by the Supervisory Board on March 2, 2018, appointing Mr. Laurent Guillermin as Member of the Board of the Issuer with the effect from March 6, 2018.

Mr. Laurent Guillermin in 1991 graduated from Ecole Superieure de Commerce de Toulouse with a master's degree in finance and accounting. He started his professional career in 1991 with the position of Financial Controller at Merlin Gerin Vertesz in Budapest. From 1993, he worked in Paris as the Deputy Financial Director at Schneider Electric, and from 1997 he was Financial Director at Schneider Electric Polska in Warsaw, where he was, among others, responsible for implementing the SAP system and processes of merging and transforming companies. In 2002, he joined Elektrownia Rybnik S.A. as Financial Director. In 2008, he started working at EDF Polska S.A. as the Project Manager of the Shared Services Center Implementation for the EDF Polska Group. From 2010, he continued his career at EDF Polska S.A. as Business Transformation Officer responsible for the process of transforming the EDF Group in Poland. In years 2013 - 2017 he was the Chairman of the Supervisory Boards at PGE Paliwa sp. z o. o. and at Elektrociepłownia "Zielona Góra" S.A. From September 2013 to February 2018, he was a member of the Management Board of EDF Polska S.A. and PGE Energia Ciepła S.A., responsible for the finance, purchasing, IT and market risk management areas.

Mr. Laurent Guillermin does not conduct business competitive to Synthos S.A. He does not participate in any competitive partnership or civil partnership nor is he a member of governing bodies of any competitive company or a member of governing bodies of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Legal basis: § 5 section 1 point 22 in connection with § 28 of the 19 February 2009 Regulation of the Minister of Finance Regarding Current and Periodic Information Published by Issuers of Securities and Conditions for Recognising as Equivalent Information Required by the Laws of a Non-Member State (Journal of Laws of 2014 No. 133, uniform text with subsequent amendments).

Current report no. 9

02.03.2018

Member of the Board Resignation

The Board of Synthos S.A. (the "Issuer") informs that on March 02, 2018 the Issuer received a statement from Mr. Zbigniew Lange - Member of the Board of the Issuer, about his resignation from the position in the Board of the Issuer with the effect from March 05, 2018.

Mr Zbigniew Lange did not clarify reasons for his resignation.

Legal basis: § 5 section 1 point 21 in connection with § 27 of the 19 February 2009 Regulation of the Minister of Finance Regarding Current and Periodic Information Published by Issuers of Securities and Conditions for Recognising as Equivalent Information Required by the Laws of a Non-Member State (Journal of Laws of 2014 No. 133, uniform text with subsequent amendments).

Current raport no. 8

13.02.2018

List of Shareholders holding at least 5% of votes at the EGM on February 06, 2018

The Management Board of Synthos S.A. (the „Issuer”), acting pursuant to Article 70 item 3) on public offering and conditions of introducing financial instruments for organized trade and public companies, announces to the public the List of Shareholders that held at least 5% of votes at the Extraordinary General Meeting of Synthos S.A. on  February 06, 2018, providing for the number of votes each Shareholder has got towards the stocks held and providing for their percentage share in the total number of votes at the said Meeting and in the total number of votes.

1.   FTF Galleon S.A., with its registered office in Warsaw – 1 179 609 103 of stocks and votes, with the share in the total number of votes at the EGM – 89,14%, the share in the total number of votes – 89,14%,

2.   FTF Columbus S.A. with its registered office in Warsaw – 143 640 897 of stocks and votes, with the share in the total number of votes at the EGM – 10,86%, the share in the total number of votes – 10,86%,

Shareholders attending the Extraordinary General  Meeting of Synthos S.A. on February 06, 2018 represented, in total,  1 323 250 000 shares, which corresponds to 100 % of the initial capital.

As at  February 06, 2018, the initial capital of Synthos S.A. amounted to PLN 39 697 500 and was divided into:

- 854 250 000 ordinary bearer stocks A, with the nominal value of PLN 0.03 each, with the numbers from A 000.000.001 to A 854.250.000.

- 469 000 000 ordinary bearer stocks B, with the nominal value of PLN 0.03 each, with the numbers from B 000.000.001 to B 469.000.000.

Number of shares of all issues is 1 323 250 000. All shares are ordinary bearer shares.

Current report no. 7

06.02.2018

Resolutions adopted by the Extraordinary General Shareholders' Meeting of Synthos S.A. on 6 February 2018

Legal base:  Art. 56 par. 1 item 2 of the Law on offering - current and periodical information   

The Management Board of Synthos S.A., hereinafter: Issuer, acting pursuant to § 38 (1) item (7) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information published by issuers of securities and conditions for the recognition as equivalent of the information required by the legal regulations of countries that are not Member States, announces to the public the content of resolutions adopted by the Ordinary General Shareholders' Meeting of Synthos S.A. on 6 February 2018; the content of adopted resolutions constitutes an annex to the report hereto. Moreover, the Issuer informs that during the Extraordinary General Shareholders' Meeting of Synthos S.A. no objections were made against the minutes.  

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