Corporate, Employment and Litigation in Poland

Alternative measures of financing Polish Business - convertible bonds. 

Are you searching for an alternative idea how to finance your Polish Company ?

Have you ever though of convertible bonds ?

Polish Joint Stock Company may issue bonds convertible into stocks of the Company (art. 20 Polish Statute on Bonds). Bonds may be offered to private investors, to public or even listed at the stock exchange. 

Below we present the simplest option of issuing bonds and offering them to private investor. 

In order to implement such a method of financing JSC from Poland shall:

1. call Extraordinary Stockholders Meeting:
1. to establish authorized – conditional capital and its celling amount 
2. to undertake a resolution on conditions of issue of the convertible bonds 

Contents:

                                               i.     type of bonds – registered and bearer bonds

                                             ii.     nominal value of the bond 

                                            iii.     interest rate 

                                            iv.     interest payment rules

                                              v.     repurchase date

                                            vi.     term of conversion 

                                           vii.     conversion rate 

3. to undertake a resolution authorizing the Board to issue convertible bonds in prescribed period and amount
1. register the resolutions  at the Polish House of Companies
2. publish the resolutions
3. draft and present prospectus including information required by Polish Statute on Bonds
4. present the financial report of last 15 months that was audited by an expert appointed by the court
5. undertake a resolution on bond/s issue (Board of Directors)
6. assign the bonds to the Investor upon his subscription
7. quarterly pay interest arising from the bonds to the Investor
8. repurchase the bonds from the Investor on the repurchase date or
9. accept the Investor’s statement on conversion of 1 bond into 2 stocks to the Company 
1. the statement results in:

                                               i.     taking up stocks by the Investor and

                                              ii.     rising the share capital

11. Register – once every year - new stockholders and recent value of the share capital

Intrested ? 
feel free to contract us - www.dudkowiak.com

Contract person: Michał Dudkowiak - michal@dudkowiak.com