3rd public bond issue program – PragmaGO SA


Relevant information
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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 Spółka Akcyjna with its registered office in Katowice (the “Company”, “Issuer”) carried out under the Issuer’s 3rd Bond Issue Program and the admission of bonds to trading on the Catalyst regulated market. Under the 3rd Bond Issue Program, secured bonds of the Issuer (“Secured Bonds”) and unsecured bonds of the Issuer (“Unsecured Bonds”) may be issued with a total nominal value of no more than PLN 150,000,000. The Secured Bonds and Unsecured Bonds together, as well as each separately, will be referred to hereinafter as the “Bonds”.

On July 15, 2022, the Polish Financial Supervision Authority approved:
Registration Document for the Bonds,
Offer Document for the Secured Bonds,
Offer Document for the Unsecured Bonds.
The Offer Document for the Secured Bonds together with the Registration Document for the Bonds constitute a base prospectus in the form of a set of documents of the Issuer, prepared in connection with the public offering and the intention to apply for admission to trading on the regulated market of secured bonds issued under the 3rd Public Bond Issue Program with a total nominal value of not more than PLN 150,000,000 (“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 Offer and the Secured Bonds.

The Unsecured Bonds Offer Document together with the Bonds Registration Document constitute a base prospectus in the form of a set of Issuer’s documents, prepared in connection with the public offering and the intention to apply for admission to trading on a regulated market of unsecured bonds issued under the 3rd Public Bond Issue Program with a total nominal value of not more than PLN 150,000,000 (the “Unsecured Bonds Base Prospectus”). The Unsecured Bonds Base Prospectus is the only legally binding document containing information about the Company, the Offer 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 the prospectus, the Financial Supervision Commission does not verify or approve the issuer’s business model, business methods or method of financing.
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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 Basic Prospectus and the Final Terms of Issuance of the Bonds, which will be prepared for each series of Bonds issued under the Third 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.
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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 Bond Registration Document, which is part of the Basic Prospectus for Secured Bonds and part of the Basic Prospectus for Unsecured Bonds, has been published and is available on the Company’s website www.pragmago.pl and for information purposes on the website of BDM Brokerage S.A. 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 will be conducted only in the territory of the Republic of Poland. The information posted on this website is not intended for publication or distribution outside the Republic of Poland. Outside the territory of the Republic of Poland, the Basic Prospectus as well as the Final Terms of the Issue may not be considered as an offer or proposal to purchase or acquire securities of the Company.

Neither the Base Prospectus nor the Final Terms of Issue constitute an offer for sale of securities in the United States, Canada, Japan, Australia, the United Kingdom or in any other jurisdiction where it would constitute a violation of applicable laws or require registration, filing or authorization. Neither the Base Prospectus, the Final Terms of the Issue, nor the securities 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 securities offering laws of the United States of America. Securities covered by the Base Prospectus will not be offered outside the Republic of Poland (including other countries of the European Union, the United Kingdom, the United States of America, Australia, Canada and Japan).

In connection with the sanctions that have been introduced 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, and 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, during the period of sanctions, the Bonds will not be offered to: any Russian citizens or natural persons residing in Russia or any legal persons, entities or bodies based in Russia; any Belarusian citizens or natural persons residing in Belarus or any legal persons, entities or bodies based in Belarus. However, these restrictions do not apply to citizens of an EU member state and individuals holding a temporary or permanent residence permit in an EU member state. 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.

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