Current Report No. 34/2015 dated 30 October 2015
Accession to the Loan Agreement by subsidiaries of Wirtualna Polska Holding S.A.
Legal basis: Article 56 sec. 1 item 2 (a) of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.
Contents of the report:
The Management Board of Wirtualna Polska Holding S.A. (“Company”) hereby announces that on 30th October, 2015 subsidiaries of Company, i.e. Blomedia.pl sp. z o.o. with its registered seat in Warsaw and WP1 sp. z o.o. with its registered seat in Warsaw, have entered - as additional guarantors (“Additional Guarantors”) - the loan agreement to refinance indebtedness, finance capital expenditures and acquisitions and overdraft facility concluded on March 24, 2015 between Grupa Wirtualna Polska S.A. with its registered seat in Warsaw (previously Grupa Wirtualna Polska sp. z o.o.) (“GWP”) as the borrower and Company and WP Shopping sp. z o.o. with its registered seat in Warsaw as the primary guarantors and mBank S.A. with its registered seat in Warsaw and ING Bank Śląski S.A. with its registered seat in Warsaw (“Creditors”) in the amount of PLN 279.500.00.
The Company gave a detailed information about this Credit Facility Agreement in the prospectus of the Company approved by the Polish Financial Supervision Authority on 10 April 2015.
The Additional Guarantors have established the following securities for Creditors to fulfill the obligations of the Loan Agreement:
i. registered pledges on items and rights
ii. financial and registered pledges on bank accounts with power of attorney to those bank accounts
iii. registered and ordinary pledges on trademarks of Blomedia.pl sp. z o.o.
iv. declaration on submission to enforcement in accordance with article 777 of the Polish Civil Procedure Code
v. subordination agreement intercompany’s receivables from loans with transfer the rights to protection from intercompany's loan agreements
vi. assignment of receivables from insurance agreements and significant commercial agreements/contracts
Additionally financial and registered pledges on shares of Blomedia.pl sp. z o.o. and WP1 sp. z o.o. held by GWP and Company were established.
The criteria of recognizing an agreement as significant:
The value of Loan Agreement, to which Additional Guarantors have entered, exceeds 10% of the equity of the Company (the Issuer).
Legal basis: Article 56 sec. 1 item 2 (a) of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies in conjunction with § 5 sec. 1 item 3 of the Regulation issued by the Council of Ministers on 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 the individuals representing the Company:
Jacek Świderski – President of the Management Board/Chief Executive Officer
Elżbieta Bujniewicz – Belka – Member of the Management Board/Chief Financial Officer