8 May 2026
mBank Spółka Akcyjna (the "Offeror") today announces the final results of its invitations to holders of its outstanding (i) EUR 500,000,000 0.966 per cent. Senior Non-Preferred Green Callable Fixed to Floating Interest Rate Notes due 21 September 2027 (ISIN: XS2388876232) (the "Series 11 Notes") and (ii) EUR 750,000,000 8.375 per cent. Green Callable Senior Non-Preferred Fixed to Floating Interest Rate Notes due 11 September 2027 (ISIN: XS2680046021) (the "Series 12 Notes" and, together with the Series 11 Notes, the "Notes" and each, a "Series") to tender such Notes for purchase by the Offeror for cash (the "Offers" and each, an "Offer").
The Offers were announced on 30 April 2026 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 30 April 2026 (the "Tender Offer Memorandum") prepared by the Offeror for the Offers. Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4:00 p.m. (London time) on 7 May 2026.
As at the Expiration Deadline, the Offeror had received valid tenders of (i) EUR 376,800,000 in aggregate principal amount of the Series 11 Notes and (ii) EUR 552,200,000 in aggregate principal amount of the Series 12 Notes, for purchase pursuant to the Offers.
The Offeror has determined that the Series Acceptance Amount in respect of the Series 11 Notes is EUR 250,000,000 in aggregate principal amount of the Series 11 Notes, and therefore the Offeror will accept such Series 11 Notes validly tendered for purchase pursuant to the Offer for the Series 11 Notes subject to pro rata scaling at a Scaling Factor of approximately 67.493 per cent.
The Offeror has determined that the Series Acceptance Amount in respect of the Series 12 Notes is EUR 249,200,000 in aggregate principal amount of the Series 12 Notes, and therefore the Offeror will accept such Series 12 Notes validly tendered for purchase pursuant to the Offer for the Series 12 Notes subject to pro rata scaling at a Scaling Factor of approximately 46.660 per cent.
The final results of the Offers are set out in the table below:
Description | ISIN/Common code | Outstanding principal amount (as of 30 April 2026) | Denominations | Purchase Price | Scaling Factor | Series Acceptance Amount | Outstanding principal amount following settlement of the Offers |
EUR 500,000,000 0.966 per cent. Senior Non-Preferred Green Callable Fixed to Floating Interest Rate Notes due 21 September 2027 issued by the Offeror | XS2388876232 / 238887623 | EUR 500,000,000 | EUR 100,000 | 99.45 per cent. of the principal amount (equivalent to EUR 99,450 per EUR 100,000 in principal amount) | 67.493 per cent. | EUR 250,000,000 | EUR 250,000,000 |
EUR 750,000,000 8.375 per cent. Green Callable Senior Non- Preferred Fixed to Floating Interest Rate Notes due 11 September 2027 issued by the Offeror | XS2680046021 / 268004602 | EUR 750,000,000 | EUR 100,000 | 101.95 per cent. of the principal amount (equivalent to EUR 101,950 per EUR 100,000 in principal amount) | 46.660 per cent. | EUR 249,200,000 | EUR 500,800,000 |
The expected Settlement Date for the Offers is 12 May 2026.
In addition to the relevant Purchase Consideration, the Offeror will also pay the applicable Accrued Interest Payment in respect of the Notes accepted for purchase pursuant to the Offers.
Following the Settlement Date, the Notes repurchased by the Offeror pursuant to the Offers will be surrendered for cancellation.
Following the Settlement Date, the outstanding Notes will remain listed on the Luxembourg Stock Exchange.
Contact Details: THE DEALER MANAGER Commerzbank Aktiengesellschaft Mainzer Landstrasse 151-153 DLZ - Geb. 1, FK-CM Bonds60327 Frankfurt am Main Germany
Tel: +49 69 136 59920
Email: liability.management@commerzbank.com Attention: Liability Management
THE TENDER AGENT |
Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG |
United Kingdom Telephone: +44 20 7704 0880 Attention: Jacek Kusion Email: mbank@is.kroll.com Offer Website: https://deals.is.kroll.com/mbank |
THE OFFEROR |
mBank Spółka Akcyjna ul. Prosta 18 00-850 Warsaw Poland |
This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as amended (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Karol Prażmo, Managing Director at the Offeror.
DISCLAIMERThis announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.