mBank S.A., with its registered office in Warsaw (the “Bank”), hereby informs that on 30 April 2026 the Bank launched invitations to holders of its outstanding:
1. REPORT
3. INFORMATION ABOUT THE ENTITY
4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY
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POLISH FINANCIAL SUPERVISION AUTHORITY | ||||||||||
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REPORT No | 19 |
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2026 |
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Date of issue: |
2026-04-30 | |||||||||
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Short name of the issuer | ||||||||||
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mBank S.A. | ||||||||||
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Subject | ||||||||||
| mBank S.A., with its registered office in Warsaw (the “Bank”), hereby informs that on 30 April 2026 the Bank launched invitations to holders of its outstanding: | ||||||||||
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Official market - legal basis | ||||||||||
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Art. 17 ust. 1 Rozporz�dzenia MAR � informacje poufne | ||||||||||
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Contents of the report: | ||||||||||
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mBank S.A., with its registered office in Warsaw (the “Bank”), hereby informs that on 30 April 2026 the Bank launched invitations to holders of its outstanding: 1. Senior Non‑Preferred notes, Series 11, issued by the Bank on 20 September 2021, with an aggregate principal amount of EUR 500,000,000 (five hundred million euro), maturing on 21 September 2027, with ISIN XS2388876232 and listed on the regulated market operated by the Luxembourg Stock Exchange (the “Series 11 Notes”); and 2. Senior Non‑Preferred notes, Series 12, issued by the Bank on 11 September 2023, with an aggregate principal amount of EUR 750,000,000 (seven hundred and fifty million euro), maturing on 11 September 2027, with ISIN XS2680046021 and listed on the regulated market operated by the Luxembourg Stock Exchange (the “Series 12 Notes” and together with the Series 11 Notes, the “Notes”), to tender such Notes for purchase by the Bank in exchange for cash („Tender Offer”). In connection with the Tender Offer, the Bank intends to purchase the relevant Notes up to a maximum aggregate principal amount not exceeding EUR 500,000,000 (five hundred million euro) on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 30 April 2026 (the “Memorandum”). The Bank will pay for the Notes validly tendered and accepted by it for purchase pursuant to the Tender Offer a cash purchase price of: i) 99.45 per cent. of the principal amount (equivalent to EUR 99,450 per EUR 100,000 in principal amount) of the Series 11 Notes; and ii) 101.95 per cent. of the principal amount (equivalent to EUR 101,950 per EUR 100,000 in principal amount) of the Series 12 Notes and, in each case, together with the applicable accrued and unpaid interest (if any) in respect of the Notes as set out in the Memorandum. The Notes repurchased by the Bank pursuant to the Tender Offer are expected to be cancelled. Notes which have not been validly tendered or have not been accepted for purchase pursuant to the Tender Offer will remain outstanding after the settlement date of the Tender Offer. The rationale for the Tender Offer is to proactively manage and optimise the Bank’s debt profile. The expected expiration date of the Tender Offer is 7 May 2026, and the results of the Tender Offer are expected to be published on 8 May 2026, including, inter alia, by way of an announcement on the website of the Luxembourg Stock Exchange. The Bank will also publish the results of the Tender Offer by way of a separate current report. Settlement of the Tender Offer is planned for 12 May 2026. Commerzbank Aktiengesellschaft is acting as Dealer Manager for the Tender Offer and Kroll Issuer Services Limited is acting as Tender Agent. The Bank may extend, re open, withdraw from, cancel or amend the terms of the Tender Offer in accordance with the conditions described in the Memorandum. The Tender Offer is subject to offer and distribution restrictions. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. | ||||||||||
INFORMATION ABOUT THE ENTITY>>>
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SIGNATURE OF PERSONS REPRESENTING THE COMPANY | |||
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Date |
Name |
Position / Function |
Signature |
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2026-04-30 |
Izabela Łobacz |
Koordynator ds. nadzoru inwestycyjnego, Departament Compliance | |