5th Public Bond Issuance Program – PragmaGO SA
Relevant information
Before accessing the information provided on this website, please read carefully the following important information about the terms and conditions of accessing this website and using the materials and information provided on this website. By clicking the “NEXT” icon, you declare that you have read the following information.
Please note that the important information presented below may be subject to change or update. Accordingly, you should read and review them in their entirety each time you visit this website.
The materials and information to which you will gain access relate to or are related to the public offering of bonds (the “Offering”, “Public Offering”) of PragmaGO S.A., based in Katowice, Poland (the “Company”, the “Issuer”) carried out under the Issuer’s Fifth Bond Issuance Program and the admission of the bonds to trading on the Catalyst regulated market. Under the Fifth Bond Issuance Program, secured bonds of the Issuer (the “Secured Bonds”) and unsecured bonds of the Issuer (the “Unsecured Bonds”) with an aggregate nominal value not exceeding PLN 500,000,000 may be issued. The Secured Bonds and the Unsecured Bonds collectively, as well as each separately, will be referred to hereinafter as the “Bonds.”
On September 18, 2024, the Financial Supervisory Commission approved:
Registration Document,
Offering Document for Secured Bonds,
Offering Document for Unsecured Bonds.
The Secured Bonds Offering Document, together with the Registration Document, constitute a base prospectus in the form of a set of documents of the Issuer, prepared in connection with the public offering and intention to apply for admission to trading on the regulated market of the Secured Bonds issued under the Fifth Public Bond Issuance Program with an aggregate nominal value of not more than PLN 500,000,000 (the “Base Prospectus for the Secured Bonds”). The Base Prospectus for the Secured Bonds is the only legally binding document containing information about the Company, the Offering and the Secured Bonds.
The Unsecured Bonds Offering Document, together with the Registration Document, constitute a base prospectus in the form of a set of documents of the Issuer, prepared in connection with the public offering and intention to apply for admission to trading on the regulated market of unsecured bonds issued under the Fifth Public Bond Issuance Program with an aggregate nominal value of not more than PLN 500,000,000 (the “Base Prospectus for Unsecured Bonds”). The Base Prospectus for the Unsecured Bonds is the only legally binding document containing information about the Company, the Offering and the Unsecured Bonds.
The Base Prospectus for Secured Bonds and the Base Prospectus for Unsecured Bonds collectively, as well as each separately, will be referred to hereinafter as the “Base Prospectus.”
When approving a prospectus, the Financial Supervision Commission, pursuant to Article 2(r) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, verifies that the information contained therein about the issuer and the securities that are the subject of the public offer or application for admission to trading on a regulated market is complete, comprehensible and consistent. In approving a prospectus, the Financial Supervisory Commission does not review or approve the issuer’s business model, business methods or method of financing.
The truthfulness of the information contained in this prospectus, as well as the level of risk associated with the issuer’s business, and the investment risk associated with the acquisition of these securities, are not assessed in the prospectus approval proceedings.
The Bonds will be offered under the terms and conditions described in the Base Prospectus and the Final Terms of the Bonds, which will be prepared for each series of Bonds
issued under the Fifth Bond Issuance Program. Detailed information on the number of Bonds to be issued and offered in a given series and the opening and closing dates of the subscription will be contained in the Final Terms of Issuance of a given series of Bonds. The Base Prospectus does not contain all the information necessary to make an investment decision, as the detailed terms and conditions of the Bonds will be specified only in the Final Terms of Issuance of the respective series of Bonds and are not known at the time of publication of the Base Prospectus. You should not make an investment decision before reading the contents of the Prospectus and, in particular, the description of risks contained in the section “Risk Factors Relating to the Issuer and the Type of Security to be Issued,” the Final Terms of Issuance for the issuance of each series of Bonds, and any supplements and update communications to the Base Prospectus.
Any investment decision regarding the Offering should be made only after considering the contents of the entire Base Prospectus, together with any supplements and update communications to the Base Prospectus and the Final Terms of the respective series of Bonds, in order to fully understand the potential risks and benefits associated with the decision to invest in the Bonds.
The Registration Document, which is part of the Basic Prospectus for the Secured Bonds and part of the Basic Prospectus for the Unsecured Bonds, has been published and is available on the Company’s website at www.pragmago.pl and for information purposes on the website of Dom Maklerski BDM S.A. at www.bdm.pl.
The Secured Notes Offering Document, which is part of the Base Prospectus for the Secured Notes, has been published and is available on the Company’s website at www.pragmago.pl and for information purposes on the website of Dom Maklerski BDM S.A. at www.bdm.pl.
The Unsecured Bonds Offering Document, which is part of the Unsecured Bonds Base Prospectus, has been published and is available on the Company’s website www.pragmago.pl and for information purposes on the website of BDM Brokerage House S.A. www.bdm.pl.
The offering of the Bonds shall be conducted only in the territory of the Republic of Poland. Outside the territory of the Republic of Poland, the Base Prospectus, as well as the Final Terms of the Issue may not be considered as a proposal or offer to purchase or subscribe for the Bonds.
Neither the Base Prospectus nor the Final Terms constitute an offer for sale of the Bonds in the United States, Canada, Japan, Australia, the United Kingdom or in any other jurisdiction where it would constitute a violation of applicable law or require registration, filing or authorization.
Neither the Base Prospectus, the Final Terms, nor the Bonds covered by them have been subject to registration, approval or notification in any country outside the Republic of Poland, in particular in accordance with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC or the laws on offering securities applicable in the United States of America. The Bonds will not be offered outside the Republic of Poland (including in other countries of the European Union, the United Kingdom, the United States of America, Australia, Canada and Japan).The offering of the Bonds shall be conducted only in the territory of the Republic of Poland. Outside the territory of the Republic of Poland, the Base Prospectus, as well as the Final Terms of the Issue may not be considered as a proposal or offer to purchase or subscribe for the Bonds.
In view of the sanctions that have been imposed in response to the Russian invasion of Ukraine set forth in Council Regulation (EU) No. 833/2014 of July 31, 2014 concerning restrictive measures in connection with Russia’s actions destabilizing the situation in Ukraine, as well as Council Regulation (EC) No. 765/2006 of May 18, 2006 concerning restrictive measures in connection with the situation in Belarus and Belarus’ participation in Russia’s aggression against Ukraine, the Bonds will not be offered to the public during the sanctions period:
any Russian citizens or natural persons residing in Russia, or any legal persons, entities or bodies based in Russia, while the restriction does not apply to citizens of a member state, a member state of the European Economic Area or Switzerland, or to natural persons with a residence permit
temporary or permanent in a member state, in a country that is a member of the European Economic Area or in Switzerland,
any Belarusian citizens or natural persons residing in Belarus, or any legal persons, entities or bodies based in Belarus, while the restriction does not apply to citizens of a Member State or natural persons with a temporary or permanent residence permit in a Member State.
The Prospectus, the Final Terms of Issuance, as well as other documents on this website are not directed to or intended for distribution to or use by any person or entity that is a citizen or resident of, or located in, any location, state, country or other jurisdiction in which such distribution, publication, availability or use of these documents would be contrary to law or regulation or that would require any registration or license under such jurisdiction, including but not limited to the United States, Canada, Australia, the United Kingdom or Japan.
Any Investor residing or having its registered office outside the Republic of Poland should familiarize himself with the provisions of Polish law and the laws of other countries that may apply to him.
We would like to draw your attention to the fact that viewing and accessing the Base Prospectus and the Final Terms of the Bonds in violation of the conditions indicated above may constitute a violation of the laws regulating the trading of securities, particularly in the Republic of Poland and the United States of America.
I hereby certify that I have read the above information. I confirm that I am authorized to access the materials contained on this website.
Please note that the important information presented below may be subject to change or update. Accordingly, you should read and review them in their entirety each time you visit this website.
The materials and information to which you will gain access relate to or are related to the public offering of bonds (the “Offering”, “Public Offering”) of PragmaGO S.A., based in Katowice, Poland (the “Company”, the “Issuer”) carried out under the Issuer’s Fifth Bond Issuance Program and the admission of the bonds to trading on the Catalyst regulated market. Under the Fifth Bond Issuance Program, secured bonds of the Issuer (the “Secured Bonds”) and unsecured bonds of the Issuer (the “Unsecured Bonds”) with an aggregate nominal value not exceeding PLN 500,000,000 may be issued. The Secured Bonds and the Unsecured Bonds collectively, as well as each separately, will be referred to hereinafter as the “Bonds.”
On September 18, 2024, the Financial Supervisory Commission approved:
Registration Document,
Offering Document for Secured Bonds,
Offering Document for Unsecured Bonds.
The Secured Bonds Offering Document, together with the Registration Document, constitute a base prospectus in the form of a set of documents of the Issuer, prepared in connection with the public offering and intention to apply for admission to trading on the regulated market of the Secured Bonds issued under the Fifth Public Bond Issuance Program with an aggregate nominal value of not more than PLN 500,000,000 (the “Base Prospectus for the Secured Bonds”). The Base Prospectus for the Secured Bonds is the only legally binding document containing information about the Company, the Offering and the Secured Bonds.
The Unsecured Bonds Offering Document, together with the Registration Document, constitute a base prospectus in the form of a set of documents of the Issuer, prepared in connection with the public offering and intention to apply for admission to trading on the regulated market of unsecured bonds issued under the Fifth Public Bond Issuance Program with an aggregate nominal value of not more than PLN 500,000,000 (the “Base Prospectus for Unsecured Bonds”). The Base Prospectus for the Unsecured Bonds is the only legally binding document containing information about the Company, the Offering and the Unsecured Bonds.
The Base Prospectus for Secured Bonds and the Base Prospectus for Unsecured Bonds collectively, as well as each separately, will be referred to hereinafter as the “Base Prospectus.”
When approving a prospectus, the Financial Supervision Commission, pursuant to Article 2(r) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, verifies that the information contained therein about the issuer and the securities that are the subject of the public offer or application for admission to trading on a regulated market is complete, comprehensible and consistent. In approving a prospectus, the Financial Supervisory Commission does not review or approve the issuer’s business model, business methods or method of financing.
The truthfulness of the information contained in this prospectus, as well as the level of risk associated with the issuer’s business, and the investment risk associated with the acquisition of these securities, are not assessed in the prospectus approval proceedings.
The Bonds will be offered under the terms and conditions described in the Base Prospectus and the Final Terms of the Bonds, which will be prepared for each series of Bonds
issued under the Fifth Bond Issuance Program. Detailed information on the number of Bonds to be issued and offered in a given series and the opening and closing dates of the subscription will be contained in the Final Terms of Issuance of a given series of Bonds. The Base Prospectus does not contain all the information necessary to make an investment decision, as the detailed terms and conditions of the Bonds will be specified only in the Final Terms of Issuance of the respective series of Bonds and are not known at the time of publication of the Base Prospectus. You should not make an investment decision before reading the contents of the Prospectus and, in particular, the description of risks contained in the section “Risk Factors Relating to the Issuer and the Type of Security to be Issued,” the Final Terms of Issuance for the issuance of each series of Bonds, and any supplements and update communications to the Base Prospectus.
Any investment decision regarding the Offering should be made only after considering the contents of the entire Base Prospectus, together with any supplements and update communications to the Base Prospectus and the Final Terms of the respective series of Bonds, in order to fully understand the potential risks and benefits associated with the decision to invest in the Bonds.
The Registration Document, which is part of the Basic Prospectus for the Secured Bonds and part of the Basic Prospectus for the Unsecured Bonds, has been published and is available on the Company’s website at www.pragmago.pl and for information purposes on the website of Dom Maklerski BDM S.A. at www.bdm.pl.
The Secured Notes Offering Document, which is part of the Base Prospectus for the Secured Notes, has been published and is available on the Company’s website at www.pragmago.pl and for information purposes on the website of Dom Maklerski BDM S.A. at www.bdm.pl.
The Unsecured Bonds Offering Document, which is part of the Unsecured Bonds Base Prospectus, has been published and is available on the Company’s website www.pragmago.pl and for information purposes on the website of BDM Brokerage House S.A. www.bdm.pl.
The offering of the Bonds shall be conducted only in the territory of the Republic of Poland. Outside the territory of the Republic of Poland, the Base Prospectus, as well as the Final Terms of the Issue may not be considered as a proposal or offer to purchase or subscribe for the Bonds.
Neither the Base Prospectus nor the Final Terms constitute an offer for sale of the Bonds in the United States, Canada, Japan, Australia, the United Kingdom or in any other jurisdiction where it would constitute a violation of applicable law or require registration, filing or authorization.
Neither the Base Prospectus, the Final Terms, nor the Bonds covered by them have been subject to registration, approval or notification in any country outside the Republic of Poland, in particular in accordance with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC or the laws on offering securities applicable in the United States of America. The Bonds will not be offered outside the Republic of Poland (including in other countries of the European Union, the United Kingdom, the United States of America, Australia, Canada and Japan).The offering of the Bonds shall be conducted only in the territory of the Republic of Poland. Outside the territory of the Republic of Poland, the Base Prospectus, as well as the Final Terms of the Issue may not be considered as a proposal or offer to purchase or subscribe for the Bonds.
In view of the sanctions that have been imposed in response to the Russian invasion of Ukraine set forth in Council Regulation (EU) No. 833/2014 of July 31, 2014 concerning restrictive measures in connection with Russia’s actions destabilizing the situation in Ukraine, as well as Council Regulation (EC) No. 765/2006 of May 18, 2006 concerning restrictive measures in connection with the situation in Belarus and Belarus’ participation in Russia’s aggression against Ukraine, the Bonds will not be offered to the public during the sanctions period:
any Russian citizens or natural persons residing in Russia, or any legal persons, entities or bodies based in Russia, while the restriction does not apply to citizens of a member state, a member state of the European Economic Area or Switzerland, or to natural persons with a residence permit
temporary or permanent in a member state, in a country that is a member of the European Economic Area or in Switzerland,
any Belarusian citizens or natural persons residing in Belarus, or any legal persons, entities or bodies based in Belarus, while the restriction does not apply to citizens of a Member State or natural persons with a temporary or permanent residence permit in a Member State.
The Prospectus, the Final Terms of Issuance, as well as other documents on this website are not directed to or intended for distribution to or use by any person or entity that is a citizen or resident of, or located in, any location, state, country or other jurisdiction in which such distribution, publication, availability or use of these documents would be contrary to law or regulation or that would require any registration or license under such jurisdiction, including but not limited to the United States, Canada, Australia, the United Kingdom or Japan.
Any Investor residing or having its registered office outside the Republic of Poland should familiarize himself with the provisions of Polish law and the laws of other countries that may apply to him.
We would like to draw your attention to the fact that viewing and accessing the Base Prospectus and the Final Terms of the Bonds in violation of the conditions indicated above may constitute a violation of the laws regulating the trading of securities, particularly in the Republic of Poland and the United States of America.
I hereby certify that I have read the above information. I confirm that I am authorized to access the materials contained on this website.