Current Report 1/2025
12/01/2025 • 9:56
Subject:
Conclusion of a credit facility agreement
Legal basis:
Art. 17 sec. 1 MAR – inside information.
Content:
The Management Board of cyber_Folks S.A. with its registered office in Poznań [“Company”] hereby announces that on 10 January 2025 a credit facility agreement [“Agreement”] was entered into between the Company, Oxylion sp. z o.o. and Vercom S.A. [“Borrowers”], and mBank S.A. and Bank Polska Kasa Opieki S.A. [“Lenders”], under which the Lenders granted:
1] to the Company: [i] a term loan of up to PLN 95,400,000 to repay existing debt [“Company PLN Loan”], [ii] a term loan of up to EUR 2,330,000 to repay existing debt [“Company EUR Loan”], [iii] a revolving credit facility of up to PLN 10,000,000 [“Company Revolving Facility”] and [iv] a term loan of up to PLN 500,000,000 [“Company Acquisition Loan”],
2] to Oxylion sp. z o.o.: a term loan of up to PLN 1,568,000 to repay existing debt [“Oxylion PLN Loan”],
3] to Vercom S.A.: [i] a term loan of up to PLN 3,967,054.10 to repay existing debt [“Vercom PLN Loan”], [ii] a term loan of up to EUR 19,448,000 to repay existing debt [“Vercom EUR Loan”] and [iii] a revolving credit facility of up to PLN 5,000,000 [“Vercom Revolving Facility”].
The Company Acquisition Loan was granted exclusively to finance the Company’s acquisition of shares in Shoper S.A., subject to the Company obtaining the consent of the President of the Office of Competition and Consumer Protection to the concentration, as announced by the Company in Current Report No. 26/2024 dated 29 November 2024.
The interest rates on the loans granted under the Agreement are variable and determined as the sum of a margin dependent on financial ratios and the following base rate:
[i] 1M WIBOR for the Company Revolving Facility and the Vercom Revolving Facility,
[ii] 3M EURIBOR for the Company EUR Loan and the Vercom EUR Loan,
[iii] 3M WIBOR for the Company PLN Loan, the Company Acquisition Loan, the Oxylion PLN Loan and the Vercom PLN Loan.
The Oxylion PLN Loan and the Vercom PLN Loan were granted until 31 December 2026. The Company Revolving Facility and the Vercom Revolving Facility were granted until 31 March 2027. The Vercom EUR Loan was granted until 28 December 2028. The Company Acquisition Loan, the Company PLN Loan and the Company EUR Loan were granted until 25 March 2030.
The security for the loans granted under the Agreement consists of: [i] a financial and registered pledge over all Vercom S.A. shares held by the Company, [ii] a financial and registered pledge over all shares in Oxylion sp. z o.o. held by Vercom S.A., [iii] registered and financial pledges over receivables for payment of funds from the Borrowers’ bank accounts together with powers of attorney to operate those accounts, [iv] registered pledges over collections of tangible and intangible assets forming part of the businesses of Oxylion sp. z o.o. and Vercom S.A., [v] a declaration of submission to enforcement made by each of the Borrowers up to 150% of the total exposure.
The Borrowers are subject to information undertakings, must maintain specified financial ratios and, without the Lender’s written consent and outside the scope specified in the Agreement, may not encumber or dispose of assets, incur or provide financial indebtedness, change their corporate structure or make payments to shareholders, except for payments made by the Company after satisfying the financial conditions specified in the Agreement.
If the Borrowers breach their obligations under the Agreement, including if the loans are used contrary to their purpose, there is a payment delay, a breach of financial covenants, delays in payment of public-law liabilities or a change of control without the required consent, the Lenders will be entitled, among other things, to suspend disbursements, demand additional security or terminate the Agreement.
The remaining terms of performance of the Agreement do not deviate from terms commonly applied to agreements of this type.
BIZNES PAP link: