Current Report 22/2018
30/04/2018 • 23:44
Subject:
Execution of loan agreements by a subsidiary and an indirect subsidiary of the Company
Content:
The Management Board of R22 S.A. with its registered office in Poznań (the “Company”) hereby announces that:
1. On 27.04.2018, the Company’s subsidiary Oxylion S.A. entered into amendment agreement No. 2 with mBank S.A. in respect of the loan agreement dated 11 October 2016 (the “Amendment Agreement”). On 30.04.2018, following fulfilment by Oxylion S.A. of all conditions for the Amendment Agreement to become effective, the Amendment Agreement entered into force. The Amendment Agreement reduced the existing loan margin (the margin percentage depending on the debt level resulting from the net debt-to-EBITDA ratio) and extended the financing period until 29 February 2024. The loan agreement dated 11.10.2016, as amended by the Amendment Agreement, was secured by the Company through the establishment in favour of mBank S.A. of ordinary, registered and financial pledges over 95% of the shares in Oxylion S.A., execution with mBank S.A. of a guarantee agreement up to PLN 24.000.000 until 01.03.2027 (the original amount of the loan granted to Oxylion S.A. was PLN 20.710.000), and submission by the Company, as guarantor, to direct enforcement under a notarial deed up to PLN 24.000.000;
2. On 30.04.2018, the Company’s indirect subsidiary H88 S.A. entered into a loan agreement with mBank S.A. for PLN 43.680.000 for a period of 5 years (the “Loan Agreement”), of which
i) PLN 21.680.000 will be allocated to refinancing existing indebtedness to mBank S.A. under the loan agreement dated 11 October 2016, and
ii) PLN 22.000.000 will be allocated to financing and refinancing the costs of purchasing shares in the limited liability company created through the transformation of Kei.pl Dziedzic Pasek Przybyła spółka jawna or all rights and obligations in that general partnership.
The Loan Agreement provides for the following security to be established before disbursement of the Loan: (i) pledge agreements over equity rights with statements of submission to enforcement by the in rem debtors, (ii) guarantee agreements with statements of submission to enforcement by the guarantors, (iii) a statement by the borrower of submission to enforcement, (iv) powers of attorney over accounts, (v) a subordination agreement, (vi) an assignment agreement, (vii) pledge agreements over accounts, (x) pledge agreements over a collection of assets, and (xi) powers of attorney granted under any of the above security documents. The Loan Agreement contains conditions whose fulfilment will enable disbursement of the Loan. The remaining terms of the Agreement do not differ from terms commonly applied to agreements of this type.