Kofola S.A. Bond prospectus available here


This Prospectus represents a prospectus of the Notes within the meaning of Article 5 of Directive 2003/71/EC of the European Parliament and of the Council (the "Prospectus Directive") and Section 36 of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended (the "ACMU").
The distribution of this Prospectus, as well as any offers, sale or purchase of the Notes, are restricted by law in some jurisdictions. Neither the Notes nor the Prospectus related thereto will be at the instance of the Issuer listed, registered, permitted, recognized or approved by any administrative or other authority in any jurisdiction with the exception of the CNB. All persons in possession of this Prospectus will be responsible for observing any restrictions relating to offers, purchase and sale of the Notes and the possession and distribution of any documents relating to the Notes in all relevant jurisdictions.

The Issuer would like to draw the attention of potential investors to the fact that the Notes have not been and will not be registered under the U.S. 1933 Securities Act, as amended (the "U.S. Securities Act") or by any securities commission or any other authority of any State of the United States and therefore will not be offered, sold or transferred within the United States or to U.S. residents (as defined in Regulation S implementing the U.S. Securities Act) except pursuant to an exemption from the registration duty under the U.S. Securities Act or in transactions not subjected to registration under the U.S. Securities Act.

The Issuer further wishes to point out that the Notes will not be offered or sold in the United Kingdom of Great Britain and Northern Ireland (the "United Kingdom") by way of distributing any documents or notices except for offers to persons authorized to trade with securities on their own or on someone else's account in the United Kingdom or under such circumstances that do not constitute a public offer of securities under the 1985 Companies Act, as amended. All legal acts pertaining to the Notes made in the United Kingdom, from the United Kingdom or otherwise associated with the United Kingdom in any manner whatsoever will also be performed in compliance with the 2000 (FSMA 2000) legislation governing financial services, including the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and with the Prospectus Regulations 2005, as amended.

The persons interested in the purchase of any Notes should make their investment decision on the basis of information provided in this Prospectus, including its amendments. In case of any discrepancy between the information provided in this Prospectus and its amendments, the last-published information will be valid.

Neither the Issuer nor the Joint Lead Managers have approved any declaration, representation or information concerning the Notes or the Issuer other than those included in this Prospectus or its amendments. No such declaration, representation or information may be relied upon as approved by the Issuer or the Joint Lead Managers. Unless stated otherwise, all information provided in this Prospectus is valid as of the date of this Prospectus. The delivery of this Prospectus at any time after its drafting should not mean that the information contained therein is correct at any time after the publication of the Prospectus. Moreover, the information included in this Prospectus may be further modified or amended by the specific amendments to the Prospectus.

The information included in chapters "Taxation" and "Enforcement of Civil Liabilities against the Issuer" is provided as general information only (is not intended to be comprehensive) that is based on the state as of the date of this Prospectus, and that was obtained from public sources, which have not been processed or independently verified by the Issuer. Besides, the information contained in these chapters cannot be considered an indicator of future trends due to the significant political, economic and other structural changes in the Czech Republic in the recent years. All potential purchasers of any Notes should rely exclusively on their own analyses of the factors stated in those chapters and upon the opinion of their own legal, tax and other professional advisors.

Any assumptions and projections concerning the future development of the Issuer, its financial or market positions and the scope of their business, should not be deemed representations or binding promises of the Issuer regarding any future events or outcomes, because such future events and outcomes are subject, entirely or in part, to circumstances and events beyond the Issuer’s control. Potential investors should make their own analyses of any development trends or projections contained in this Prospectus, and if relevant, conducts further independent investigations, and base their investment decisions on the results of such investigations and analyses.

The Issuer will publish its economic and financial reports within the scope and in accordance with the generally binding legislation and regulations governing the individual official securities markets on which the Notes are to be listed (if relevant), and will observe its reporting duties.

The Prospectus, all annual reports of the Issuer, copies of any audit reports concerning the Issuer, as well as any documents incorporated in this Prospectus by reference, will be available for inspection, free of charge, to all interested persons on business days during regular office hours from 9 a.m. to 4 p.m. at the Issuer’s registered office and at the registered office of the Issuer's subsidiary, Kofola ČeskoSlovensko, a.s., in Ostrava, Nad Porubkou 2278/31a, Postal Code 708 00, Czech Republic. Documents regarding the Issuer will be also available in electronic form on the Issuer’s website: www.kofola.pl.

Copies of the Prospectus, financial statements and audit reports will be available for inspection, free of charge, during regular office hours at the Issuer’s registered office, and in the Specified Office of the Fiscal and Paying Agent. Certain values contained in this Prospectus have been rounded. Accordingly, there may be slight differences between certain values relating to a single information item appearing in several tables of this Prospectus and certain values presented as sums in some tables may not be the arithmetic sum of the counted numbers.

NOTICE CONCERNING THE PUBLIC NOTE OFFERING. The Issuer does not intend to make any public offering of the Notes in the Czech Republic or abroad. The Issuer or its authorized person will offer the Notes for subscription and purchase exclusively on the basis of one or more exceptions stated in Section 35(2) of the ACMU. The nominal value of a Note exceeds an equivalent of EUR 100,000. The Issuer has not authorized and does not intend to authorize any of the dealers or other persons with public offering of the Notes and requests all investors in possession of the Notes not to make any public offering of the Notes within the meaning of applicable laws and to observe all statutory restrictions concerning the Notes offer in the Czech Republic and abroad. The Prospectus does not include prospectus summary within the meaning of the Prospectus Directive.

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