Memorandum
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 EUR1 series bonds (the “Offering”, “Public Offering”) of PragmaGO Spółka Akcyjna with its registered office in Katowice (the “Company”, the “Issuer”) carried out pursuant to Article 33(1) of the Bond Act, i.e. pursuant to a public offering within the meaning of Article 2(d) of the Prospectus Ordinance, which public offering does not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Ordinance, and which, pursuant to Article 37b of the Public Offering Act, requires the publication of an information memorandum. 37b of the Public Offering Act requires that an information memorandum be made available to the public (a public offering of securities, as a result of which the Issuer’s anticipated gross proceeds in the territory of the European Union, calculated according to their issue price as of the date of its determination, are not less than EUR 1,000,000 and less than EUR 5. 000,000 EUR, and together with the proceeds that the Issuer intended to receive from such public offerings of such securities made during the preceding 12 months, will not be less than EUR 1,000,000 and will be less than EUR 5,000,000), with an aggregate nominal value of not more than EUR 3,500,000.00 . The issue will include the issuance of unsecured bonds of the Issuer with an aggregate nominal value of no more than EUR 3,500,000.00, hereinafter referred to as the “Bonds”.
The only legally binding documents containing information about the Issuer, the Bonds and the Public Offering of the Bonds is the information memorandum published with the terms and conditions of the issuance of the Bonds on April 2, 2024 (the “Memorandum”), together with any supplements and update communications to the Memorandum.
The Bonds will be offered under the terms and conditions described in the Memorandum. Do not make an investment decision before reading the Memorandum 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 terms and conditions of the Bonds and any supplements and update communications to the Memorandum.
Any investment decision regarding the Offering should be made only after considering the contents of the entire Memorandum, together with any supplements and update communications to the Memorandum, in order to fully understand the potential risks and benefits associated with the decision to invest in the Bonds. In particular, investors’ attention is drawn to the fact that the Bonds are not bank deposits (placements) and are not covered by the deposit guarantee scheme. In the event of the Issuer’s insolvency due to deterioration of its financial situation, including the Issuer’s loss of liquidity or the changing situation in the capital market, some or all of the invested capital may be lost, as well as purchasers of the Bonds may not receive the benefits of the Bonds provided for in the terms and conditions of the Bonds. In view of these risks, before investing in the Bonds, investors should consider whether an investment in the Bonds is suitable for them and whether their investment portfolio is properly diversified.
The Memorandum has been published and is available on the Company’s website www.pragmago.pl and for information purposes on the website of Dom Maklerski BDM 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 Memorandum may not be treated as a proposal or offer to purchase or subscribe for securities of the Company.
The Memorandum does not constitute an offer of securities for sale in the United States of America, 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 Memorandum nor the securities covered by it 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 in force in 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, 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: (i) any Russian citizens or natural persons residing in Russia or any legal persons, entities or bodies based in Russia with this restriction not applying to citizens of an EU member state, a member state of the European Economic Area or Switzerland and natural persons holding a temporary or permanent residence permit in an EU member state, a member state of the European Economic Area or Switzerland; (ii) any Belarusian nationals or natural persons residing in Belarus, or any legal persons, entities or bodies based in Belarus, and this restriction shall not apply to citizens of an EU member state and natural persons 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 draw your attention to the fact that viewing and accessing the Memorandum in violation of the conditions indicated above may constitute a violation of the laws governing 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 EUR1 series bonds (the “Offering”, “Public Offering”) of PragmaGO Spółka Akcyjna with its registered office in Katowice (the “Company”, the “Issuer”) carried out pursuant to Article 33(1) of the Bond Act, i.e. pursuant to a public offering within the meaning of Article 2(d) of the Prospectus Ordinance, which public offering does not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Ordinance, and which, pursuant to Article 37b of the Public Offering Act, requires the publication of an information memorandum. 37b of the Public Offering Act requires that an information memorandum be made available to the public (a public offering of securities, as a result of which the Issuer’s anticipated gross proceeds in the territory of the European Union, calculated according to their issue price as of the date of its determination, are not less than EUR 1,000,000 and less than EUR 5. 000,000 EUR, and together with the proceeds that the Issuer intended to receive from such public offerings of such securities made during the preceding 12 months, will not be less than EUR 1,000,000 and will be less than EUR 5,000,000), with an aggregate nominal value of not more than EUR 3,500,000.00 . The issue will include the issuance of unsecured bonds of the Issuer with an aggregate nominal value of no more than EUR 3,500,000.00, hereinafter referred to as the “Bonds”.
The only legally binding documents containing information about the Issuer, the Bonds and the Public Offering of the Bonds is the information memorandum published with the terms and conditions of the issuance of the Bonds on April 2, 2024 (the “Memorandum”), together with any supplements and update communications to the Memorandum.
The Bonds will be offered under the terms and conditions described in the Memorandum. Do not make an investment decision before reading the Memorandum 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 terms and conditions of the Bonds and any supplements and update communications to the Memorandum.
Any investment decision regarding the Offering should be made only after considering the contents of the entire Memorandum, together with any supplements and update communications to the Memorandum, in order to fully understand the potential risks and benefits associated with the decision to invest in the Bonds. In particular, investors’ attention is drawn to the fact that the Bonds are not bank deposits (placements) and are not covered by the deposit guarantee scheme. In the event of the Issuer’s insolvency due to deterioration of its financial situation, including the Issuer’s loss of liquidity or the changing situation in the capital market, some or all of the invested capital may be lost, as well as purchasers of the Bonds may not receive the benefits of the Bonds provided for in the terms and conditions of the Bonds. In view of these risks, before investing in the Bonds, investors should consider whether an investment in the Bonds is suitable for them and whether their investment portfolio is properly diversified.
The Memorandum has been published and is available on the Company’s website www.pragmago.pl and for information purposes on the website of Dom Maklerski BDM 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 Memorandum may not be treated as a proposal or offer to purchase or subscribe for securities of the Company.
The Memorandum does not constitute an offer of securities for sale in the United States of America, 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 Memorandum nor the securities covered by it 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 in force in 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, 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: (i) any Russian citizens or natural persons residing in Russia or any legal persons, entities or bodies based in Russia with this restriction not applying to citizens of an EU member state, a member state of the European Economic Area or Switzerland and natural persons holding a temporary or permanent residence permit in an EU member state, a member state of the European Economic Area or Switzerland; (ii) any Belarusian nationals or natural persons residing in Belarus, or any legal persons, entities or bodies based in Belarus, and this restriction shall not apply to citizens of an EU member state and natural persons 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 draw your attention to the fact that viewing and accessing the Memorandum in violation of the conditions indicated above may constitute a violation of the laws governing 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.