Pepco Group, a leading pan-European variety discount retailer, today announces that, as part of a review of its external funding, its wholly-owned subsidiary, PEU (FIN) plc (the “Issuer”) has entered into a Polish bond issue programme agreement as the issuer (the “Programme”) with Bank Polska Kasa Opieki S.A. (as dealer and arranger), Powszechna Kasa Oszczędności Bank Polski S.A. (as dealer, arranger and agent), and Santander Bank Polska S.A. (as dealer, arranger, and global coordinator).
Under the Programme, the Issuer may issue bonds subject to Polish law (“Bonds”) in multiple issues up to a total maximum amount of PLN 2,000,000,000.
The Issuer may decide to issue Bonds as ordinary bonds or as Green Bonds aligned with the ICMA Green Bond Principles. If Green Bonds are issued, the net proceeds of the relevant issue will be used, inter alia, to finance and/or refinance projects that qualify as eligible sustainable projects (within the eligible green categories) as set out in Pepco Group’s Sustainable Finance Framework published on 29 September 2025.
Bonds issued under the Programme will bear interest at a variable or fixed interest rate and have a maturity of between three and seven years. The Bonds will be guaranteed by Polish-law governed suretyships (poręczenie) granted by each of Pepco Group N.V. and Pepco Poland sp. z o.o. Final terms and conditions for each series of Bonds will be determined in connection with the relevant issue and following a book-building process.
When issued, the Bonds will be (i) registered in the Polish National Depositary for Securities S.A. (Krajowy Depozyt Papierów Wartościowych S.A.); or (ii) registered in the register maintained by the issue agent pursuant to the Act on Trading dated 29 July 2005 (Journal of Laws of 2024, item 722, as amended) and subsequently registered by the issue agent in the Polish National Depositary for Securities S.A. (Krajowy Depozyt Papierów Wartościowych S.A.). The Issuer will apply for the introduction of the Bonds to the alternative trading system organised by the Warsaw Stock Exchange.
Bonds issued under the Programme will be offered only to qualified investors (as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”)) in accordance with Article 33(1) of the Bonds Act (Journal of Laws of 2024, item 708, as amended), without the obligation to publish a prospectus pursuant to Article 1(4)(a) of the Prospectus Regulation.
Pepco Group operates a pan-European network of discount variety stores. The Group’s core brand is Pepco, which operates 4,000 stores across 18 European countries. The Group is steadily expanding in Central and Western Europe, prioritising markets with strong potential for sustainable growth. In Poland, the Group also runs stores under the Dealz brand. Pepco’s assortment includes clothing, household goods, toys, and seasonal products. Its fully integrated end-to-end global sourcing operation, PGS, has offices strategically located in Asia and Poland.