Legal basis:
Article 17.1 of MAR – inside information
The report:
The Management Board of PKO Bank Polski S.A. ("Bank") informs that on 30th September 2022 it concluded with PKN ORLEN S.A. ("ORLEN") a total return swap transaction (“Total Return Swap”; "TRS"), in which the underlying instrument will be 14,161,080 ordinary bearer shares of ORLEN ("Shares"), which shares were previously acquired by the Bank from the State Treasury ("TRS Transaction"). Bank informed about the Shares’ acquisition in the report No. 24/2022.
As part of TRS, ORLEN (a) will be obliged to pay to the Bank the amount resulting from the deduction from the volume-weighted average price of sales obtained by the Bank as a result of the sale of the Shares constituting the underlying instrument to third parties (the "Weighted Average Sale Price") of the purchase price of the shares from the State Treasury by the Bank (the "Initial Price") (if the Weighted Average Sale Price is lower than the Initial Price); or (b) be entitled to receive from the Bank the amount resulting from the deduction from the Weighted Average Sale Price of the Initial Price (if the Weighted Average Sale Price is higher than the Initial Price).
The TRS Transaction is valid for a period of one month, while the parties remain free to agree to extend this period. Moreover the Bank is entitled to terminate it early in case the Bank's sale of all Shares. In such a case, ORLEN may be obliged to pay the Bank a break fee. The break fee will be due for the Bank if the Weighted Average Sale Price is higher than the Initial Price and is equal to 2/3 of the difference between the Weighted Average Sale Price and the Initial Price. If the Weighted Average Sale Price is lower than the Initial Price, the break fee will not be due.
The TRS was concluded on terms taking into account the requirements of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms. To secure the Bank's receivables that may result from the TRS Transaction ORLEN will make a cash deposit to the Bank, subject to interest on market terms.