| |
MESSAGE (ENGLISH VERSION) | |
| |
Conclusion of significant agreements by
Cyfrowy Polsat and fulfillment of the condition precedent under a
significant agreement concluded by Cyfrowy Polsat
The Management Board of Cyfrowy Polsat S.A.
(the “Company”) hereby informs that on March 31, 2011 the Company,
acting as borrower, together with Cyfrowy Polsat Technology Sp. z o.o.,
mPunkt Polska S.A. and Cyfrowy Polsat Trade Marks Sp. z o.o. concluded a
Senior Facilities Agreement with a syndicate of Polish and international
banks led by: Citibank, N.A., London Branch, Bank Handlowy w Warszawie
S.A., Crédit Agricole CIB, The Royal Bank of Scotland plc (the
“Bookrunners”) and including: Crédit Agricole Corporate and Investment
Bank S.A. Oddział w Polsce, The Royal Bank of Scotland N.V.,RBS Bank
(Polska) S.A., BRE Bank S.A., Powszechna Kasa Oszczędności Bank Polski
S.A., Bank Polska Kasa Opieki S.A., Bank Zachodni WBK S.A., Bank
Millennium S.A., ING Bank ÅšlÄ…ski S.A., HSBC Bank plc, Bank Gospodarki
Żywnościowej S.A., Nordea Bank Polska S.A., Raiffeisen Bank
International AG, Bank DnB Nord Polska S.A., DnB NOR Bank ASA, Alior
Bank S.A. Citibank International plc will act as the Facility Agent and
Citicorp Trustee Company Limited will act as Security Agent for the
Senior Facilities.
The Senior Facilities Agreement provides for
a term facility loan of up to PLN 1,400,000,000 (one billion four
hundred million zloty) (“Term Facility") and a revolving facility loan
of up to PLN 200,000,000 (two hundred million zloty) (“Revolving
Facility").
The Term Facility and Revolving Facility
loans bear interest at variable rates comprising WIBOR, for the relevant
interest periods, and the applicable margin. The margin of the Term
Facility and the Revolving Facility depends on the ratio of consolidated
net debt / consolidated EBITDA with a lower ratio resulting in a lower
applicable margin. The Term Facility will be repaid in quarterly
installments in varying amounts starting from June 30, 2011, and the
final facility repayment date is December 31, 2015. The termination date
of the Revolving Facility is also December 31, 2015.
In addition, on March 31, 2011, the Company,
acting as borrower, together with Cyfrowy Polsat Technology Sp. z o.o.,
mPunkt Polska S.A. and Cyfrowy Polsat Trade Marks Sp. z o.o. concluded a
Bridge Facility Agreement with the Bookrunners. Citibank International
plc will act as the Facility Agent and Citicorp Trustee Company Limited
will act as Security Agent for the Bridge Facility. This agreement
provides for a bridge loan facility in EUR of up to the equivalent of
PLN 1,400,000,000 (one billion four hundred million zloty) which, as of
the day of the execution of this agreement, equals approximately EUR
350,000,000 (Three hundred and fifty million Euros) (“Bridge Facility").
The Bridge Facility bears interest at
variable rates being the sum of: EURIBOR, for the relevant interest
periods, and the applicable margin, which increases as the term of the
facility increases. The Bridge Facility is to be repaid within 12 months
of the day of concluding the agreement.
Claims against the Company and other debtors
under the abovementioned facilities agreements will be secured with
security interests granted by the Company and certain other entities.
These security interests will include, in particular, registered pledges
on collections of fungible movables and economic rights representing
parts of the enterprises of the Company and other respective entities,
registered and financial pledges on shares of the Company’s
subsidiaries, including the shares of Telewizja Polsat S.A. upon their
acquisition by the Company, assignments of rights, mortgages and
official deeds of submission to enforcement as well as analogical
security interests established over shares or assets of Company's or
Telewizja Polsat S.A.'s subsidiaries, which will be governed by foreign
laws.
The Company will utilize the Term Facility
and the Bridge Facility to finance the acquisition of all of the shares
of Telewizja Polsat S.A. The Revolving Facility may be utilized by the
Company (or other borrowers from the Company’s group, including the
group of Telewizja Polsat S.A., following the acquisition by the Company
of shares in Telewizja Polsat S.A.) for other purposes, including,
without limitation, the refinancing of other existing indebtedness, but
it cannot be used to finance the acquisition of shares in Telewizja
Polsat S.A.
The shares of Telewizja Polsat S.A. are to
be acquired pursuant to the investment agreement concluded by the
Company on November 15, 2010, amended in Annex No. 1 of December 28,
2010 and in Annex No. 2 of March 24, 2011 (“Investment Agreement”),
which were disclosed by the Company in the current reports No. 31/2010
of November 15, 2010, No. 39/2010 of December 29, 2010 and No. 8 of
March 25, 2011.
The execution of the Senior Facilities
Agreement and Bridge Facility Agreement was stipulated in the Investment
Agreement and it satisfies one of the conditions precedent set out in
the Investment Agreement.
The Senior Facilities Agreement and Bridge
Facility Agreement are considered significant as their aggregate value
exceeds 10% of revenues for the last four accounting quarters.
| |
|
