Current reports
Current report no. 8/2014
Conclusion of the credit agreement and establishment of mortgages, pledges and other limited subject rights
Legal basis:
Art. 56 section 1 point 2 of the Public Offering Act – Current and periodic information
Contents of the report:
Zespół Elektrowni Pątnów-Adamów-Konin S.A. [Pątnów-Adamów-Konin Power Plants Joint-stock Company] (“Company”, “Debtor”) hereby informs that on 13 March 2014 the Company concluded with the consortium of banks comprising of: Bank Gospodarstwa Krajowego, mBANK S.A., Bank Millennium S.A., Bank Polska Kasa Opieki S.A. and Powszechna Kasa Oszczędności Bank Polski S.A. (“Consortium”, “Banks” or “Creditors”) the credit agreement (hereinafter as Agreement), pursuant to which the Company will be provided with the following credits (hereinafter referred to as Credits):
1) credit in the amount of PLN 1,110,000,000 for the purpose of modernisation of units 1-4 of the Pątnów Power Plant, including additional tasks (hereinafter as Project) as well as,
2) credit in the amount of PLN 90,000,000 for the purpose of refinancing the debt deriving from the credit contracted in 2006 for the construction of the flue-gas desulphurisation system for the Pątnów Power Plant units.
The Project’s costs will be finances up to 61.92% with the resources deriving from the contracted credit and the rest will be covered by the Debtor’s own resources.
The purpose of the Project, which comprises the final stage of the Pątnów Power Plant’s modernisation process, is to ensure safe operation of units 1-4 in the Pątnów Power Plant until 2030, in accordance with the environmental protection requirements which bind the Debtor.
The modernisation of units 1-4 will be executed in stages, subsequent units will be subject to modernisation gradually, and then, after the completion of the modernisation, they will be handed over for operation.
Pursuant to the Agreement, the Debtor can use the Credit no later than until 31 December 2016. The use of the Credit requires the Debtor to fulfil the conditions precedent specified in the Agreement, which are no different than the conditions commonly used in similar transactions.
These conditions especially include the following:
1) submission by the Debtor of the Debtor’s body resolutions as well as declarations required by the Agreement;
2) performance by the Debtor of activities necessary to secure the payment of the receivables deriving from the Agreement, required by the Agreement as well as agreements regarding particular Credit securities;
3) provision by the Debtor of technical supervision reports regarding, among others, the Project’s budget and schedule.
In a separate current report, the Company will provide information about the fulfilment or non-fulfilment of conditions precedent the use of the Credit.
The interest rate applicable to each use of the Credit is equal to the annual interest rate, comprising the total margin specified in the Agreement as well as in the applicable WIBOR rate.
The Debtor is obligated to repay the Credit including the interest as well as other due amounts pursuant to the conditions specified in the Agreement, whereas the total Credit repayment should be executed until 31 December 2023.
The granting of the Credit entitles the Banks to receive commissions, the amount of which is established at a level equal to the market rates.
Other obligations of the Debtor resulting from the Agreement are no different than the obligations commonly used in similar credit transactions, especially in the scope of upkeep of the chosen financial ratios at a level specified by the Agreement.
The Agreement does not specify contractual penalties.
The Agreement was deemed as the master agreement, because the Agreement’s subject value exceeds 10% of the Company’s equity.
The security of Banks’ receivables resulting from the Agreement includes:
1) declaration of the Debtor on submitting to execution, pursuant to Article 97 of the Bank Law,
2) total mortgage based on perpetual usufruct of lands related to the Project (including buildings and other devices comprising the Debtor’s property, erected on used lands).
3) registered pledge on a collection of all Debtor’s tangible objects and property rights related to the Project,
4) assignment of rights resulting from the Debtor’s commercial agreements as well as insurance agreements related to the Project,
5) registered and financial pledge on the Debtor’s bank accounts,
6) power of attorney for Banks to administer the Debtor’s bank accounts.
On 13 March 2014, the Company concluded the following agreements related to the establishment of mortgages and pledges as part of the execution of its obligations resulting from the Agreement:
- With mBank SA, acting as the security agent and mortgage administration on its own behalf and on behalf of the Creditors, the contractual joint mortgage agreement pursuant to the Creditor’s perpetual usufruct rights to the real properties, on which the Creditor’s buildings and installations used for producing electric power in the Pątnów Power Plant are located. The fixed value of perpetual usufruct rights of real properties, comprising the subject of the mortgage in the Creditor’s books of account, is equal to: PLN 1,660,330.75.
- With mBank SA, acting as the security agent and mortgage administration on its own behalf and on behalf of the Creditors, the registered pledge establishment agreement related to the Creditor’s collection of objects and property rights related to the buildings and installations used for producing electric power and comprising parts of the Pątnów Power Plant. The fixed value of the collection of objects and property rights, comprising the subject of the pledge in the Creditor’s books of account, is equal to: PLN 479,847,187.27.
- With mBank SA, acting as the security agent and mortgage administration on its own behalf and on behalf of the Creditors, the registered pledge establishment agreement related to the Creditor’s bank accounts kept by the Banks.
- With Creditors, the financial pledge establishment agreement related to the Creditor’s cash in the accounts kept by the Banks.
The application for the entry of the joint mortgage to the applicable land and mortgage registers will be submitted to the court within 3 days from the date of conclusion of the mortgage establishment agreement. The application for the entry of registered pledges in the register of pledges will be submitted by the Debtor to the applicable court within 7 days from the date of conclusion of the pledge agreements. In a separate current report, the Company will provide the information about the entries in the register of pledges and the land and mortgage registers.
There are no correlations between the Debtor, the Debtor’s managing or supervising persons and the Banks as well as the persons managing them.
The assets subject to mortgage, registered pledges and the financial pledge were deemed as substantial, as their value exceeded 10% of the Company’s equity.
Legal basis: § 5 section 1 point 3 and 1, § 9 and 7 of the Finance Minister’s Regulation of 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent
Signatures of persons representing the company:
Katarzyna Muszkat – President of the Management Board
Anna Striżyk – Vice President of the Management Board