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MESSAGE (ENGLISH VERSION) | |
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The Management Board of Ciech S.A., acting pursuant to Art. 56 sec. 1
point 1 of the Act of 29 July 2005 on Public Offers and the Terms of
Introduction of Financial Instruments into an Organized Trading System
and on Public Companies, announces the completion of a significant stage
in the negotiations with Bank DnB Nord Polska S.A., Bank Handlowy w
Warszawie S.A., Bank Millennium S.A., Bank Polska Kasa Opieki S.A., BRE
Bank S.A., ING Bank Śląski S.A. and Powszechna Kasa Oszczędności Bank
Polski S.A. (the "Commercial Banks") and the European Bank for
Reconstruction and Development ("EBRD") regarding the refinancing of the
existing financial indebtedness of the Ciech Group under the Facilities
Agreement dated 26 April 2010, of which the Management Board of Ciech
S.A. informed in current report no. 16/2010 dated 26 April 2010 (the
"Existing Facilities Agreement"), and for obtaining additional financing
(jointly, the "New Financing").
On 20 January 2011 Ciech S.A. and the Commercial Banks executed a
commitment letter attached to the term sheet for the New Financing
(jointly the "Commitment Letter"). The Commitment Letter confirms the
Commercial Banks' intention to grant the New Financing on the terms and
conditions specified therein. The Commitment Letter stipulates that the
New Financing will be granted by the Commercial Banks and EBRD jointly.
On 20 January 2011 EBRD notified Ciech S.A. of its intention to
participate in the New Financing, and the EBRD's participation requires
a final approval by the EBRD's Board of Directors which is expected to
be granted on 15 February 2011. The information obtained from EBRD will
be also available on EBRD's website: http://www.ebrd.com.
The key terms of the New Financing described in the Commitment Letter
are as follows:
1. The financing banks: the Commercial Banks and EBRD.
2. The facilities: (a) a dual-currency refinancing term facility in PLN
and EUR with a total value of approximately PLN 739 million (the final
amount will depend on, among other things, the exchange rate, according
to which the refinanced financial obligations are to be valued and
amounts of facilities remaining to be repaid under the Existing
Facilities Agreement), granted by the Commercial Banks (the "Facility
A"); (b) a multicurrency revolving facility (available for utilisation
also in the form of guarantees and letters of credit) with the value of
PLN 100 million, granted by the Commercial Banks (the "Facility B"); (c)
an additional guarantee facility in a maximum amount of EUR 11.7
million, granted to S.C. CET Govora S.A. ("CET Govora") by Bank Polska
Kasa Opieki S.A. (the "Ancillary Facility"); (d) a capex term facility
in EUR with the value of PLN 300 million, granted by EBRD (the "Capex
Facility").
3. The purpose of the facilities: (a) the Facility A: refinancing of the
debt under the Existing Facilities Agreement; (b) the Facility B:
refinancing of the debt under the Existing Facilities Agreement,
financing of liquidity requirements (including the granting of
intragroup loans) and obtaining guarantees and letters of credit by the
Ciech Group; (c) the Ancillary Facility: a bank guarantee in favour of
CET Govora; (d) the Capex Facility: financing and refinancing of the
capital expenditures of the Ciech Group as part of the investment
programme.
4. Security interests: Facilities will be secured on the assets of the
Ciech Group and guaranteed by selected Ciech Group companies.
5. Final repayment date: (a) Facility A, Facility B and the Capex
Facility: 31 March 2016; (b) the Ancillary Facility: 31 December 2014.
6. Other: One of the conditions precedent to the facilities will be the
completion of a share issue with pre-emptive rights by Ciech S.A., in
accordance with a resolution of the general meeting of shareholders
dated 28 October 2010 (the "Rights Issue").
The obtaining of the New Financing will also require that the parties
agree, on the basis of the term sheet attached to the Commitment Letter,
upon the contents of the new facility agreement and security
documentation.
Moreover, the Management Board of Ciech S.A., acting pursuant to art. 56
sec. 1 point 1 of the Act of 29 July 2005 on Public Offers and the Terms
of Introduction of Financial Instruments into an Organized Trading
System and on Public Companies dated 29 July 2005, notifies that on 20
January 2011, the banks – parties to the Existing Facilities Agreement,
gave their consent not to apply the funds from the Rights Issue and the
funds from the sale of GZNF Fosfory sp. z o.o. towards mandatory
prepayment of facilities under the Existing Facilities Agreement, to the
extent those funds will not be applied on 30 march 2011 towards
repayment of an amount of PLN 400 million less an amount of
approximately PLN 155 million (i.e. an amount applied by Ciech S.A. for
prepayments or repayment of the facilities under the Existing Facilities
Agreement made to date) (the "Surplus"). At the same time Ciech S.A.
undertook that the funds from the Rights Issue and the funds from the
sale of GZNF Fosfory sp. z o.o. shall be paid to an escrow account
maintained in PLN for Ciech S.A. with the security agent (the "Escrow
Account"). The Surplus in the Escrow Account may be used by Ciech S.A.
for the capital expenditures of specific companies from the Ciech group
in accordance with the agreed timetable, subject to the fulfillment by
Ciech S.A. of the requirements contained in the Existing Facility
Agreement and in the facility agreement on the basis of which the New
Financing is to be granted (the "New Facility Agreement"). After the
disbursement of the funds under the New Facility Agreement and
fulfillment by Ciech S.A. of the required financial ratios with respect
to the measurement period ending on 30 September 2011, the funds in the
Escrow Account shall be released therefrom in whole.
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