Current Report No.: 7/2021
Date of preparation: 16.03.2021
Abbreviated name of the Issuer: CIECH S.A.
Subject: Conclusion of the facilities agreement and other agreements related thereto.
Legal basis: Art. 17.1 of the MAR – inside information
Report:
The Management Board of CIECH S.A. with its registered office in Warsaw (the “Company”, “Issuer”), with reference to Current Report No. 36/2020 of 28 December 2020 on the commencement of negotiations on the conclusion of the new facilities agreement, herewith informs that following the negotiations, on 16 March 2021, a facilities agreement was concluded between, among others, the Issuer (as the borrower and guarantor), its selected subsidiaries: CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Deutschland GmbH & Co. KG, CIECH Energy Deutschland GmbH and CIECH Salz Deutschland GmbH (as borrowers and guarantors), BNP Paribas Bank Polska S.A (as the agent), Powszechna Kasa Oszczędności Bank Polski S.A. (as the security agent) and the following banks: Powszechna Kasa Oszczędności Bank Polski S.A., mBank S.A., BNP Paribas Bank Polska S.A., Industrial and Commercial Bank of China (Europe) S.A. Branch in Poland, Bank Polska Kasa Opieki S.A., Bank Millennium S.A., Credit Agricole Bank Polska S.A., Société Générale S.A., Bank Handlowy w Warszawie S.A., Bank Ochrony Środowiska S.A. and Intesa Sanpaolo S.P.A. S.A. Branch in Poland (as lenders) (the “Lenders”) (the “Facilities Agreement”).
The Facilities Agreement provides for the extension of loans in PLN and EUR, up to a total amount (expressed in PLN) of PLN 2,115.000,000.
The Facilities Agreement provides for the extension of the following loans:
1. amortised A term loan (to be repaid in instalments), in tranches in PLN and EUR, up to a total maximum amount (expressed in PLN) of PLN 560,000,000,
2. non-amortised B term loan (to be repaid on the final repayment date), in tranches in PLN and EUR, up to a total maximum amount (expressed in PLN) of PLN 1,305,000,000,
3. revolving credit facility in PLN, up to a total maximum amount of PLN 250,000,000,
(collectively as “Loans”).
The term loans will be extended to the Company, and the revolving credit facility will be made available to the Company and selected subsidiaries of the Company.
The Loans are made available in order to refinance the current financial debt of the Company’s group (the “Refinanced Debt”), to finance the refinancing expenses and to finance the general corporate objectives of the Company and its selected subsidiaries. The Refinanced Debt includes loans with a total value of approx. PLN 2,108,000,000 (value expressed in PLN, converted according to the average NBP exchange rate of 16 March 2021, granted in the form of: (a) bilateral loans extended on the basis of loan agreements of 18.04.2019, with a total value of PLN 507,000,000, the conclusion of which was announced by the Company in its Current Report No. 13/2019 of 18.04.2019, (b) syndicated loans with a total value of PLN 1,601,000,000, extended under a loan agreement of 29.10.2015, the conclusion of which was announced by the Company in its Current Report No. 38/2015 of 30.10.2015, as amended by the annex dated 9.01.2018, the execution of which was disclosed by the Company in its Current Report No. 1/2018 of 9.01.2018.
The interest rate on the Loans is variable, determined on the basis of the WIBOR/EURIBOR base rate plus a margin, the level of which depends on the level of the net debt to operating profit ratio increased by depreciation (EBITDA), in such a manner that should the ratio be lower, the applied margin will also be lower. The financial conditions of the Facilities Agreement do not differ from those commonly applied for this type of agreements.
The maximum level of the net debt to operating result increased by depreciation (EBITDA), as defined in the Facilities Agreement, is 4,0 x.
The final repayment date of the Facilities Agreement falls on the fifth anniversary of the conclusion of the Facilities Agreement, however, not later than 31 March 2026. The amortised A term loan will be repaid on a semi-annual basis, starting from 30 June 2023.
Together with the Facilities Agreement, the Company and its selected subsidiaries entered into documents related to the Facilities Agreement, in particular: (i) an intercreditor agreement, (ii) fee letters relating to the arrangement fee for the agent and the security agent, payable in connection with the conclusion of the Facilities Agreement, (iii) annexes to separate overdraft agreements: with Bank Millennium S.A. and Bank Polska Kasa Opieki S.A., (iv) an agreement amending the existing surety agreement in favour of Bank Millennium S.A. and (v) a new surety agreement with Bank Polska Kasa Opieki S.A. – the above annexes and agreements in order to adjust the aforementioned overdraft agreements and sureties to the terms and conditions of the Facilities Agreement.
The Facilities Agreement provides for the conclusion of hedging agreements with the Lenders or their respective subsidiaries, as protection against fluctuation of interest and exchange rates.
The period during which the Loans may be extended (paid out) is: for term loans – six months from the date of the Facilities Agreement, and for the revolving credit facility – the period ending 1 month prior to the final repayment date.
The Loans will be disbursed to the Company provided that certain conditions precedent are met, as a standard in such transactions, among others, providing Lenders with standard documents and certificates, excerpts from registers, legal opinions, and the conclusion of security (collateral) documents and agreements.
The Facilities Agreement provides for collateral to be established by the Company and its selected subsidiaries, as security for the repayment of the Loans granted on its basis. In particular, such collateral will include (1) a registered pledge on the set of properties and rights with variable composition, being part of the Company’s enterprise, (2) registered and financial pledges on shares (stocks) of selected subsidiaries of the Company, (3) financial pledges on monetary assets accumulated in bank accounts held for the Company and its selected subsidiaries, (4) pledges (security) established on shares (stocks, other participation titles) and bank accounts of selected subsidiaries of the Company, which will be governed by foreign law, and (5 ) notarial statements on submission to enforcement made by the Company and its selected subsidiaries.
Legal basis: Article 17.1 of the Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on Market Abuse (the Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union L No 173, p. 1).
Signatures of the Company’s representatives:
