ORLEN CAPITAL AB (PUBL) (Incorporated in the Kingdom of Sweden with Registered Number 556974-3114) €750,000,000 2.500 Per Cent
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ORLEN CAPITAL AB (PUBL) (incorporated in the Kingdom of Sweden with registered number 556974-3114) €750,000,000 2.500 per cent. Guaranteed Bonds due 2023 guaranteed by Polski Koncern Naftowy ORLEN Spółka Akcyjna (a joint stock company incorporated in the Republic of Poland) Issue Price 98.727 per cent. The €750,000,000 2.500 per cent. Guaranteed Bonds due 2023 (the "Bonds") will be issued by ORLEN Capital AB (publ) (the "Issuer") and irrevocably and, subject to a maximum amount of €1,100,000,000, unconditionally guaranteed by Polski Koncern Naftowy ORLEN Spółka Akcyjna ("PKN ORLEN" or the "Guarantor"). Interest on the Bonds is payable annually in arrear on 7 June in each year commencing on 7 June 2017. Payments on the Bonds will be made without deduction for or on account of taxes of Sweden or Poland to the extent described under "Terms and Conditions of the Bonds – Taxation". The Bonds mature on 7 June 2023. The Bonds are subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of Sweden and Poland and at the option of the relevant holder at any time while any of the Bonds remain outstanding if a Put Event (as defined in the Terms and Conditions of the Bonds) occurs, at their principal amount or at 101 per cent. of their principal amount in the circumstances set out in Condition 7.3, in each case, together with accrued interest to the date fixed for redemption. See "Terms and Conditions of the Bonds – Redemption and Purchase". The Bonds and the guarantee of the Guarantor will constitute unsubordinated and (subject to Condition 4) unsecured obligations of the Issuer and the Guarantor, respectively. See "Terms and Conditions of the Bonds – Status of the Bonds" and "Terms and Conditions of the Bonds – Guarantee". This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU) (the "Prospectus Directive"). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Such approval relates only to the Bonds which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. The regulated market of the Irish Stock Exchange plc (the "Market") is a regulated market for the purposes of Directive 2004/39/EC. Application has been made to the Irish Stock Exchange plc for the Bonds to be admitted to the official list of the Irish Stock Exchange plc (the "Official List") and trading on its regulated market. The Bonds will initially be represented by a temporary global Bond (the "Temporary Global Bond"), without interest coupons, which will be issued in New Global Note ("NGN") form and will be delivered on or prior to 7 June 2016 to a common safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). The Temporary Global Bond will be exchangeable for interests in a permanent global Bond (the "Global Bond"), without interest coupons, on or after a date which is expected to be 17 July 2016 upon certification as to beneficial ownership. See "Summary of Provisions relating to the Bonds while in Global Form". The denomination of the Bonds shall be €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000. No definitive Bonds will be issued with a denomination above €199,000. The Bonds are expected to be rated Baa3 by Moody's Investors Service, Inc. ("Moody's") and BBB- by Fitch Ratings Ltd. ("Fitch"). Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 (the "CRA Regulation"). As such, Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Moody's is not established in the European Union but its ratings are endorsed by Moody's Investors Service Limited which is established in the European Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. GLOBAL CO-ORDINATORS BNP PARIBAS SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING JOINT LEAD MANAGERS BNP PARIBAS Citigroup Société Générale UniCredit Bank Corporate & Investment Banking Santander Global Corporate Banking ING PKO Bank Polski S.A. The date of this Prospectus is 3 June 2016 This Prospectus comprises a prospectus for the purposes of Article 5(3) of the Prospectus Directive, as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005 and for the purpose of giving information with regard to the Issuer, the Guarantor, the Guarantor and its consolidated subsidiaries taken as a whole (the "ORLEN Group" or the "Group") and the Bonds which according to the particular nature of the Issuer, the Guarantor, the ORLEN Group and the Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of each of the Issuer and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds. The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Bonds and distribution of this Prospectus, see "Subscription and Sale" below. None of the Joint Lead Managers, has separately verified the information contained in this Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained in this Prospectus or any other information supplied in connection with the Bonds. Each person receiving this Prospectus acknowledges that such person has not relied on any of the Joint Lead Managers in connection with its investigation of the accuracy of such information or its investment decision and each person must rely on its own examination of the Issuer and the Guarantor and the merits and risks involved in investing in the Bonds. In particular, each investor contemplating purchasing any Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, the Guarantor and the ORLEN Group. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantor or the ORLEN Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer, the Guarantor or the ORLEN Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the issue of the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by a Joint Lead Manager or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of the Bonds. Each Joint Lead Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and Bonds in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S.