Ciech : Execution of revolving credit facilities agreements and extension of guarantees by the Issuer’s subsidiaries

Current Report No.: 13/2019
Date of preparation: 18.04.2019

Abbreviated name of the Issuer: CIECH S.A.

Subject: Execution of revolving credit facilities agreements and extension of guarantees by the Issuer's subsidiaries

Legal basis: Article 17(1) of the MAR - inside information

Text of the Report:

The management board of 'CIECH' S.A. with its registered office in Warsaw (the 'Company', the 'Issuer') refers to current report No. 10/2019 of 28 March 2019, in which the Company announced the commencement of negotiations of the terms and conditions of procurement of financing by the Company, and announces that, on 18 April 2019, the Company as the borrower and its subsidiaries CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Romania S.A., Ciech Energy Deutschland GmbH and CIECH Soda Deutschland GmbH & Co. KG as the guarantors (the 'Guarantors') entered into three revolving credit facilities agreements (the 'Credit Facilities Agreements'). The Credit Facilities Agreements were concluded by and between the Company and the Guarantors on one side and: (i) Bank Polska Kasa Opieki S.A. (for a credit amount of up to PLN 300,000,000), (ii) BNP Paribas Bank Polska S.A. (for a credit amount of up to PLN 92,787,500), and (iii) Banco de Sabadell S.A., London Branch (for a credit amount of up to EUR 25,000,000) (the 'Lenders') on the other side.

Extended credit facilities:

Under the Credit Facilities Agreements, each of the Lenders will extend to the Company (subject to the satisfaction by the Company of standard conditions precedent of a drawdown, including the submission of relevant documents and certificates) a three-year revolving credit facility up to the maximum amount provided above (the 'Revolving Credit Facilities'). Each of the Revolving Credit Facilities will bear a floating interest rate to be determined on the basis of the WIBOR / EURIBOR base rate plus the margin defined in the relevant Credit Facilities Agreement, which depends on the net debt-to-EBITDA ratio. The average value of the initial margin of the Revolving Credit Facilities amounts to approx. 1.0 %.

Security for the repayment of the Revolving Credit Facilities:

Each of the Revolving Credit Facilities has been secured with the guarantees granted by each of the Guarantors to the respective Lender for a guarantee amount equal to 125% of the amount of the credit facility amount extended. Additionally, the credit facilities extended under the Credit Facilities Agreements will be secured, inter alia, with the security interests established by the Company and the Guarantors to secure the parallel debt created under the agreement concluded between the creditors on 28 November 2012 (as referred to by the Company in current reports No. 60/2012 and 61/2012), i.e. the security interests corresponding to those established with respect to the receivables under the Consortium Facilities Agreement, as referred to by the Company, inter alia, in current report No. 38/2015 of 30 October 2015 and No. 1/2018 of 9 January 2018.

Other material terms and conditions of the Credit Facilities Agreement:

Under each of the Credit Facilities Agreements, the Issuer and the Guarantors have further agreed to, inter alia:

1. comply with the restrictions on the disposal of assets as defined in the Credit Facilities Agreements, except for the permitted disposals defined in the Credit Facilities Agreements;
2. pay no dividend in a situation where the financial index level defined in the Credit Facilities Agreements is exceeded;
3. refrain from contracting financial debt or extending loans in a situation where the financial index level defined in the Credit Facilities Agreements is exceeded;

- on the terms and conditions corresponding to the similar terms and conditions defined in the Consortium Facilities Agreement.

Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (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 - inside information.

Signatures of the persons representing the Company:

Dawid Jakubowicz - President of the Management Board