4/2012: Revision of the terms of credit facility provided by BZ WBK S.A.
In reference to Current Report No. 48/2005 of July 1st 2005 (available at: http://www.pbg-sa.pl/relacje-inwestorskie/informacje-ogolne/raporty-biezace/48-2005-zawarcie-umowy-znaczacej.html), Current Report No. 85/2008 of November 26th 2008 (available at: http://www.pbg-sa.pl/relacje-inwestorskie/informacje-ogolne/raporty-biezace/85-2008-zawarcie-aneksu-do-umowy-kredytowej.html) and Current Report No. 91/2009 of December 8th 2009 (available at: http://www.pbg-sa.pl/relacje-inwestorskie/raporty-biezace/91-2009-generalna-umowa-o-limit-kredytowy-z-bz-wbk-sa-aktualizacja-informacji.html), the Management Board of PBG S.A. hereby reports that on January 11th 2012 it was notified of execution, on December 30th 2011, of agreements defining revised terms of the credit facility provided by Bank Zachodni WBK S.A. ("the Bank") under the agreement of June 30th 2005.
Under the annex to the master credit limit agreement executed between members of the PBG Group (PBG S.A., HYDROBUDOWA POLSKA S.A. and HYDROBUDOWA 9 S.A.), the parties terminated the existing agreement as of December 30th 2011.
Also, on the same date, the PBG Group companies, i.e. PBG S.A., HYDROBUDOWA POLSKA S.A. and HYDROBUDOWA 9 S.A., executed a cooperation agreement on loan financing ("Cooperation Agreement") with Bank Zachodni WBK S.A. The Agreement is effective until December 31st 2012.
The parties may execute subsidiary agreements, whereby the Bank's aggregate financial commitment must not exceed PLN 210,000,000. The agreements may concern:
1. short-term overdraft facility – for the period of one year (denominated in PLN and EUR), up to 100% of the limit,
2. bank guarantees, including performance bonds, bid bonds, payment guarantees, advance payment bonds, retention bonds and maintenance bonds – with a validity period of up to five years (denominated in PLN, EUR, USD):
- for up to 50% of the limit for bank guarantees with a validity period of up to one year,
- for up to 30% of the limit for bank guarantees with a validity period from one to three years,
- for up to 20% of the limit for bank guarantees with a validity period from three to five years,
3. letters of credit – for a period of one year (denominated in PLN, EUR and USD), up to 100% of the facility.
At the same time, the Management Board of PBG S.A. was notified of the execution, on December 30th 2011, of credit agreements concerning an aggregate PLN 203,000,000 overdraft facility; the agreements were executed between the Bank and PBG S.A. and its subsidiaries HYDROBUDOWA POLSKA S.A. and HYDROBUDOWA 9 S.A. The facility will be used to finance day-to-day operations and is based on the following agreements:
1. the overdraft facility agreement with PBG S.A. for up to PLN 80,000,000,
2. the overdraft facility agreement with HYDROBUDOWA POLSKA S.A. for up to PLN 40,000,000,
3. the overdraft facility agreement with HYDROBUDOWA 9 S.A. was concluded for up to PLN 83,000,000.
The facility's maturity date is December 31st 2012.
The credit facility granted under the agreement with PBG S.A. is secured with:
- a representation of PBG S.A. on submission to enforcement for an amount of up to PLN 160,000,000, with the Bank being entitled to apply to the court for an enforcement order giving effect to the Bank's enforceable title, by December 31st 2015,
- power of attorney for the Bank to use funds deposited by PBG S.A. in its current accounts held in the Bank,
- assignment of receivables under contracts, in the amount no lower than 100% of the credit limit used,
- surety under civil law issued by HYDROBUDOWA 9 S.A.,
- surety under civil law issued by HYDROBUDOWA POLSKA S.A.
The credit facility granted under the agreement with HYDROBUDOWA POLSKA S.A. is secured with:
- a representation of HYDROBUDOWA POLSKA S.A. on submission to enforcement for an amount of up to PLN 80,000,000, with the Bank being entitled to apply to the court for an enforcement order giving effect to the Bank’s enforceable title, by December 31st 2015,
- power of attorney for the Bank to use funds deposited by HYDROBUDOWA POLSKA S.A. in its current accounts held in the Bank,
- assignment of receivables under contracts, in the amount no lower than 100% of the credit limit used,
- surety under civil law issued by HYDROBUDOWA 9 S.A.,
- surety under civil law issued by PBG S.A.
The credit facility granted under the agreement with HYDROBUDOWA 9 S.A. is secured with:
- a representation of HYDROBUDOWA 9 S.A. on submission to enforcement for an amount of up to PLN 166,000,000, with the Bank being entitled to apply to the court for an enforcement order giving effect to the Bank's enforceable title, by December 31st 2015,
- power of attorney for the Bank to use funds deposited by HYDROBUDOWA 9 S.A. in its current accounts held in the Bank,
- assignment of receivables under contracts, in the amount no lower than 100% of the credit limit used,
- surety under civil law issued by HYDROBUDOWA POLSKA S.A.,
- surety under civil law issued by PBG S.A.
The agreements are considered significant based on the equity criterion.
Concurrently, given that on January 4th 2012, i.e. after the execution of the agreements, HYDROBUDWA POLSKA S.A. merged with HYDROBUDOWA 9 as the Acquiring Company, HYDROBUDOWA POLSKA S.A. assumed the rights and obligations of HYDROBUDOWA 9 S.A., including the rights and obligations under the agreements. Thus HYDROBUDWA POLSKA S.A. has access to a credit facility of PLN 123,000,000, secured with a representation on submission to enforcement for an amount of up to PLN 246,000,000.
Legal basis:
Par. 5.1.3 and Par. 5.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009
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