Current report no : 73/2014
Report date : 12/5/2014
Abbreviated name : Ciech SA
Subject : Conclusion of a factoring agreement by a subsidiary
Legal basis : rt. 56 section 1 point 2 of the Act on Offering – current and periodic information
Report :
The Management Board of CIECH S.A. ("the Issuer") announces that on 5 December 2014, the Issuer's subsidiary – Zakłady Chemiczne "Organika-Sarzyna" S.A., with a registered office in Nowa Sarzyna ("the Factoring Agent"), concluded a factoring agreement ("the Agreement") with BZ WBK Faktor Sp. z o. o., with a registered office in Warsaw ("the Factor"). The object of the Agreement is the rendering of factoring services for the Factoring Agent, covering the acquisition of money receivables due to the Factoring Agent from its contractors, and deriving from the concluded commercial agreements.
The Agreement was concluded for an unspecified period of time.
The Parties established that the limit of the maximum amount of engagement of the Factor in relation to the Factoring Agent under the Agreement would constitute an amount being an equivalent of a total of PLN 115,000,000 (one hundred and fifteen million) or an equivalent of that amount in EUR or in USD.
The securities anticipated by the Agreement constitute: a blank promissory note issued by the Factoring Agent, including a promissory note declaration, and a transfer of amounts receivable under insurance policies (hereinafter: "the Policies").
According to the Agreement, the Factor bears liability for a risk of insolvency of the Factoring Agent's contractors up to the value of compensation which is due according to the terms and conditions of the Policies in the event of occurrence of damages.
The remuneration due to the Factor under the Agreement shall not be different than the value of remuneration customarily payable in the market of factoring services and shall be calculated on the value of financed amounts receivable.
The other terms and conditions of the Agreement do not differ from the terms and conditions commonly applied in transactions covered by this type of agreements.
According to the terms and conditions of the documentation of the issue of foreign debentures, as announced by the Issuer in current report no. 60/2012 ("Foreign Debentures") and the issue of domestic debentures ("Domestic Debentures"), as announced by the Issuer in current report no. 62/2012, the funds obtained from the factoring transaction under the Agreement should be allocated to one or more of the following purposes:
At the present stage, the Factoring Agent is planning to allocate the funds obtained from the factoring transaction for the financing of the investment expenditure.
The securities established by the Factoring Agent for the benefit of creditors under the Foreign Debentures, Domestic Debentures and Renewable Credit (as described in current report no. 60/2012) - within the scope in which they encumber the amounts receivable which are to serve as the object of transfer to the Factor under the Agreement - they will be released according to the procedure specified in the agreement between the creditors, which is also referred to in current report no. 60/2012.
The criterion for considering the Agreement to be a significant agreement: § 2 section 1 point 44 letter a) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information (…) – the value of the Agreement is with at least 10% of the equity capital of the Issuer.
Legal basis: Art. 56 section 1 point 2 of the Act of 29 July 2005 on Public Offering (…) and Public Companies, and § 5 section 1 point 3 and § 9, with reference to § 2 section 1 of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information (…).
Type of occurrence: § 5 section 1 point 3 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information (…) – conclusion of a significant agreement.
Signatures of the Company’s Representatives : Dariusz Krawczyk – President of the Management Board
