Current reports
Current report no. 36/2025
Conclusion of a significant financial agreement and the planned establishment of loan security on assets of significant value
Legal basis:
Art. 17 sec. 1 MAR – inside information
Content of the report:
The Management Board of ZE PAK S.A. (“Company”) hereby announces that on December 17, 2025, PAK CCGT sp. z o.o. (an indirect subsidiary of the Company) (“PAK CCGT”), as the borrower, entered into a credit agreement governed by English law, concerning the financing or refinancing of, among other things, the costs of a project to build a generating unit located in Turek (Wielkopolska Voivodeship), which is to consist of a gas and steam unit with a total nominal net capacity of 562 MW with associated infrastructure, with a consortium of financial institutions consisting of Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Santander Bank Polska S.A., UniCredit S.p.A. as lenders and Bank Polska Kasa Opieki S.A. as agent and security agent (the “Credit Agreement”). The term loan may be used by PAK CCGT to repay the company's existing financial debt.
On the date of conclusion, the Credit Agreement provides for the granting to PAK CCGT of a term loan up to PLN 2,155,000,000 (partially secured by a guarantee granted by Export Credit Insurance Corporation (Korporacja Ubezpieczeń Kredytów Eksportowych S.A. "KUKE")), a revolving VAT loan up to PLN 100,000,000, a revolving credit facility (RCF) up to PLN 40,000,000 with the possibility of increasing the revolving credit facility amount and taking out additional loans based on the concluded documentation up to a total amount of PLN 500,000,000 ("Loans").
The loans bear interest at a variable interest rate, which is the sum of the applicable WIBOR rate for specific interest periods and a margin. The term loan will be repaid in quarterly installments of varying amounts and, subject to mandatory early repayments, will be repaid no later than December 31, 2042. The revolving VAT loan will be repaid no later than December 31, 2028. The revolving credit facility (RCF) will be repaid at the end of the quarter, with the option of a rollover. The revolving credit facility (RCF) will be repaid no later than the earlier of: (i) the fifth anniversary of the commencement date of the availability period, or (ii) June 30, 2033, with the agreement providing for a mechanism to extend the availability period of the revolving credit facility (RCF) for subsequent periods of no longer than five years.
In order to secure the performance of obligations under the Credit Agreement and other related documents, the following is planned:
i. establishment of a registered pledge on a set of movable assets and property rights of variable composition constituting the PAK CCGT enterprise;
ii. establishment of financial and registered pledges on all shares in PAK CCGT, along with a power of attorney to exercise corporate rights attached to shares in PAK CCGT;
iii. establishment of financial and registered pledges on receivables under PAK CCGT bank account agreements;
iv. granting a power of attorney over PAK CCGT bank accounts;
v. subordination (governed by Polish or English law) of receivables by PAK CCGT and PAK Holdco Bis sp. z o.o., a subsidiary of the Company, along with a power of attorney to convert the receivables into shares in PAK-CCGT;
vi. Making a security assignment (governed by Polish or English law) of certain rights, including receivables under insurance agreements and project documents held by PAK CCGT, and loan agreements granted to PAK CCGT;
vii. Concluding a support agreement between the Company, PAK Holdco Bis sp. z o.o., and PAK CGGT, including in the area of overrun costs, providing for the establishment of a deposit, which may take the form of a bank security deposit by the Company in the amount of PLN 120,000,000;
viii. Establishing security under English law regarding tax documents entered into in connection with the Loan Agreement;
ix. Establishing a mortgage on PAK CCGT's real estate;
x. Submitting declarations of submission to enforcement by PAK CCGT and PAK Holdco Bis sp.
Registered pledges will arise upon entry in the pledge register.
The Loan Agreement also provides for restrictions, obligations, and conditions precedent to the disbursement of the Loans, which are standard in this type of transaction. The conditions precedent include, among others, the submission of a guarantee issued by the (KUKE).
Signatures of persons representing the Company:
Andrzej Janiszowski – President of the Management Board
Maciej Nietopiel – Vice President of the Management Board
Maciej Koński – Vice President of the Management Board