Grupa Azoty : Current Report No. 36/2018

Legal basis:
Art. 17(1) of MAR - Inside information

The Management Board of Grupa Azoty S.A. (the 'Company') announces that on July 26th 2018 the Company and the European Bank for Reconstruction and Development of London ('EBRD') signed a new long-term loan agreement and an annex to the long-term loan agreement of May 28th 2015 ('First EBRD Agreement') that was announced by the Company in Current Report No. 38/2015.

The Company and the EBRD entered into a new loan agreement for up to PLN 500m ('Second EBRD Agreement'), and the Company's subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. (the 'Key Subsidiaries') and the Company entered into a new guarantee agreement with the EBRD under which the Key Subsidiaries, acting as Guarantors, provided guarantees for the Company's liabilities under the Second EBRD Agreement, with each guarantee covering up to one-third (1/3) of 120% of the loan amount provided under the Second EBRD Agreement, or up to PLN 200m.

The Second EBRD Agreement for up to PLN 500m was concluded for a period of up to ten years, with the loan to be repaid in instalments, starting within three years from the Second EBRD Agreement date.

Furthermore, the Company and the EBRD executed an annex to the First EBRD Agreement for up to PLN 150m of May 28th 2015 in order to harmonise the material terms and conditions of the First EBRD Agreement and the Second EBRD Agreement.

In the agreements with the EBRD, the Company agreed to incur capital expenditure on selected projects under its investment programme that are in line with the EBRD's policy. The agreements also contain an obligation to submit periodic reports and a final report on project costs and other matters.

The agreements with the EBRD impose certain restrictions on the Company and the Key Subsidiaries including restrictions on disposal and encumbering of material assets, provision of loans and guarantees, payment of dividends and incurring financial liabilities above the agreed thresholds of the consolidated net debt to EBITDA ratio, which have been or are to be harmonised with the Company's other long-term financing agreements.

The agreements with the EBRD are an integral part of the Company's long-term financing package intended for the financing of the Grupa Azoty Group's general corporate needs, including its strategy and investment programme. On January 25th 2018, Grupa Azoty entered into a EUR 145m long-term loan agreement with the European Investment Bank (see Current Report No. 2/2018 of January 25th 2018), and on June 29th 2018 the Company and a bank syndicate executed an amending agreement to the loan agreement of April 23rd 2015, increasing the total loan amount from PLN 1.5bn to PLN 3bn (see Current Report No. 33/2018 of June 29th 2018). All material terms and conditions of these long-term financing agreements have been harmonised.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 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 (OJ EU of June 12th 2014, No. L 173/1, as amended).