The Management Board of Grupa LOTOS S.A. (the “Management Board”) announces that today LOTOS Asfalt Sp. z o.o. (“LOTOS Asfalt”), a subsidiary of Grupa LOTOS S.A. (“Grupa LOTOS”), signed a credit facility agreement to acquire supplementary funds necessary to finance the EFRA (Effective Refining) Project (the “Project”), i.e. the construction of a Delayed Coking Unit (DCU) together with ancillary infrastructure (with the use of proceeds from the issue of shares introduced to stock exchange trading on January 16th 2015 (see Current Report No. 4/2015)).
The credit facility agreement with an estimated value of PLN 1 926m (at the mid rate of exchange quoted by the National Bank of Poland (“NBP”) for June 30th 2015) was concluded between LOTOS Asfalt and a syndicate of financial institutions comprising: Bank Gospodarstwa Krajowego (to advance financing under the Polish Investments Programme), Bank Millennium S.A., Bank Polska Kasa Opieki S.A. (coordinating the financing of the EFRA Project), Bank Zachodni WBK S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A. and Société Générale. The agreement provides for the advancement of two credit facilities:
(i) USD-denominated investment facility (in an amount of up to USD 432m, or PLN 1 626m at the mid rate of exchange quoted by the NBP for June 30th 2015), intended to provide funds necessary for the Project. Its final repayment date is December 21st 2024. The facility bears interest at a variable rate based on the LIBOR reference rate; and
(ii) PLN-denominated working capital facility (in an amount of up to PLN 300m), intended to finance operating activities, make VAT payments and refinance LOTOS Asfalt’s existing working capital debt. The working capital facility is made up of two tranches of up to PLN 200m and PLN 100m, respectively, maturing on December 21st 2024 and June 30th 2020, respectively. The facility bears interest at a variable rate based on the WIBOR reference rate.
The key security instruments include: a ceiling mortgage over LOTOS Asfalt’s rights to real property (ownership or perpetual usufruct rights), registered pledges over: all LOTOS Asfalt’s assets and rights, inventories, receivables from bank accounts and shares in LOTOS Asfalt held by Grupa LOTOS. Additionally, LOTOS Asfalt concluded with Grupa LOTOS a conditional loan agreement (for a subordinated loan) in an amount of up to USD 53m (or approx. PLN 200 m at the mid rate of exchange quoted by the NBP for June 30th 2015), with a key view to covering potential cost overruns in the Project’s budget.
Funds under the credit facility agreement will be made available after the conditions precedent provided for in the agreement have been fulfilled.
The Management Board further announces that all corporate approvals (including resolutions of the Grupa LOTOS Supervisory Board and the LOTOS Asfalt General Meeting) required to sign the credit facility agreement have been obtained.
The legal basis for the publication of this Current Report is Par. 5.1.3 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, as amended.