As filed with the Securities and Exchange Commission on March 18, 2024
Registration No. 333-277447
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
Under Schedule B
OF THE SECURITIES ACT OF 1933
The State Treasury of the
Republic of Poland
(Name of Registrant)
Consul General of the Republic of Poland
233 Madison Avenue
New York, NY 10016
(Name and address of authorized agent in the United States)
It is requested that copies of notices and communications
from the Securities and Exchange Commission be sent to:
Melissa Butler, Esq.
Doron Loewinger, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement.
The securities covered by this Registration Statement are to be offered on a delayed or continuous basis pursuant to Releases Nos. 33-6240 and 33-6424 under the Securities Act of 1933.
| If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. | x |
| Registration No. 333-277447 | |
Explanatory Note
This Post-Effective Amendment No. 1 to the Registration Statement under Schedule B (No. 333-277447) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement, and, accordingly, shall become effective immediately upon filing with the Securities and Exchange Commission.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
(b) Exhibits. The following exhibits are filed as part of this Post-Effective Amendment No. 1:
| Ex. | Description |
| | |
| A-1 | Conformed Copy of the Fiscal Agency Agreement dated March 18, 2024, by and among the State Treasury of the Republic of Poland, represented by the Minister of Finance, Citibank, N.A., London Branch, a banking corporation organized and existing under the laws of The State of New York, as Fiscal Agent, and Banque Internationale à Luxembourg, société anonyme, as Luxembourg Agent. |
| | |
| B-1 | Form 4.625% Global Note due 2029 |
| | |
| B-2 | Form 5.125% Global Note due 2034 |
| | |
| B-3 | Form 5.500% Global Note due 2054 |
| | |
| C-1 | Conformed Copy of the Underwriting Agreement dated March 11, 2024, by and among the State Treasury of the Republic of Poland, represented by the Minister of Finance and Citigroup Global Markets Inc., Deutsche Bank Aktiengesellschaft, J.P. Morgan SE and Santander US Capital Markets LLC, as Underwriters. |
| | |
| D-1 | Legal Opinion of the Director of the Legal Department of the Ministry of Finance of the Republic of Poland as to the legality of the Securities dated March 18, 2024. |
| | |
| E-3 | Legal Opinion of White & Case LLP as to the legality of the Securities dated March 18, 2024. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, duly authorized, in Warsaw, Poland, on March 18, 2024.
| | THE STATE TREASURY OF THE REPUBLIC OF POLAND, represented by the Minister of Finance |
| | |
| | /s/ JURAND DROP |
| | Name: JURAND DROP |
| | Title: UNDERSECRETARY OF STATE |
