Current Report No. 69/201 of December 12, 2017
Conclusion of a credit facilities agreement and a disclosure of a delayed inside information of commencement of negotiation by the subsidiary i.e. Wirtualna Polska Media S.A. regarding conclusion of the aforementioned agreement.
Legal basis: Art. 17 .1 , Art. Article 17 .4
Report content:
The Management Board of Wirtualna Polska Holding SA („the Issuer") hereby announces that on 12 December 2017, the Issuer’s subsidiary i.e. Wirtualna Polska Media S.A. („WPM”) as a borrower and the Issuer, Money.pl sp. z o.o., Wakacje.pl S.A. and Nocowanie.pl sp. z o.o. - as the guarantors entered into a credit facility agreements with mBank S.A. as a lender and a facility agent, Powszechna Kasa Oszczędności Bank Polski S.A. and ING Bank Śląski as lenders (the “New Lenders”) for the refinancing of current debt, financing investment expenses and acquisitions and an overdraft facility (the “New Credit Facilities Agreements”) pursuant to which the New Lenders extended loans to WPM up to the the total amount of PLN 500 million designated for:
- financing investment expenses and acquisitions as provided for in the agreement (“Capex Loan Tranche”)
- refinancing current indebtedness under the credit facility agreement executed on 25 march 2015 between WPM, the Issuer and WP Shopping with mBank S.A. and ING Bank Śląski S.A (“Former Credit Facility Agreement”);
- financing current activities and a revolving facility.
The indebtedness under the New Credit Facilities Agreements bears interest of WIBOR for 3-month deposits increased by the margin as defined in the New Credit Facilities Agreements and depending on the ratio of the Issuer’s Group’s net indebtedness to EBITDA.
WPM is required to repay the debt owed under: (i) tranche in the amount of PLN 86,8 million in twenty equal quarterly instalments payable starting from the IV quarter of 2018; (ii) tranche in the amount of PLN 127,4 million on the final maturity date occurring in the 7th anniversary of execution of the New Credit Facilities Agreement; (iii) Capex Loan Tranche in the amount up to PLN 113,2 million in twelve equal quarterly instalments payable starting from the IV quarter of 2021; (iv) Capex Loan Tranche in the amount up to PLN 152,6 million the final maturity date occurring in the 7th anniversary of execution of the New Credit Facilities Agreement.
Under the New Credit Facilities Agreement, the New Lender’s receivables under the New Credit Facilities Agreement will be secured by: (i) financial and registered pledges over the shares in WPM, Money.pl sp. z o.o., Domodi sp. z o.o., Wakacje.pl S.A.; (ii) registered pledges over collections of assets and rights of the Issuer, WPM, Money.pl sp. z o.o., Wakacje.pl S.A.; (iii) ordinary and registered pledges over the rights to trademarks of the WPM and Wakacje.pl S.A.; (iv) financial and registered pledges on bank accounts maintained for the Issuer, WPM, Money.pl sp. z o.o., Wakacje.pl S.A., including powers of attorney to such bank accounts; (v) assignment of rights as collateral security under the agreements named in the New Credit Facility agreements (i.a. insurance policies, trade contracts, intra-group loans) of the Issuer, WPM, Money.pl sp. z o.o., Wakacje.pl S.A.; (vi) representations on submission to enforcement of the Issuer, WPM, Money.pl sp. z o.o. and Wakacje.pl S.A.; and (vii) a repayment subordination agreement concerning any existing or future receivables with respect to WPM concerning the receivables of the New Lenders.
The New Credit Facilities Agreement enables the Issuer’s Group Companies to pay dividend subject to satisfaction of the following conditions: (i) there have been no outstanding payments owed by WPM to the New Lenders; (ii) there has been no breach of the financial covenants stated in the New Credit Facilities Agreement, including the covenant to maintain the ratio of the Group’s total net debt to EBITDA (Leverage Ratio) (iii) mBank (as the Facility Agent) have received written confirmation of WPM that all collateral securities required under the New Credit Facilities Agreement has been established; (iv) the prior repayment of the existing indebtedness and liabilities under hedge transactions (v) the undertakings to maintain the financial covenants will, at least once, be audited and assessed positively by the Facility Agent; and (vi) there has been no event of default under the New Credit Facilities Agreement and (vii) the dividend payment not resulting in an event of default under the New Credit Facilities Agreement.
The New Credit Facilities Agreement contains standard facility contract clauses, specifically: (i) a pari passu clause (the borrower’s warranty to ensure that the liabilities under the credit facility agreement will at least rank pari passu compared to any other, both existing and future, liabilities of the borrower); (ii) restrictions concerning the establishment of any encumbrances on the Group’s assets; and (iii) cross-default clause providing that breach of any obligation in the amount exceeding in total PLN 2.5 million is understood as breach of the New Credit Facilities Agreement.
At the same time, according to clause 20 section 3 point 8 of the Issuer’s Articles of Association today, i.e. 12 December 2017 the Issuer’s Supervisory Board granted consent to conclusion of the New Credit Facilities Agreement by WPM.
Content of delayed inside information:
The Issuer's Management Board announces that on November 30, took a decision of delaying a disclosure of inside information of commencement of negotiations regarding the New Credit Facilities Agreements as follows:
„The Management Board of Wirtualna Polska Holding S.A. („the Issuer”) today i.e. November 30, 2017 was informed that the Issuer’s subsidiary i.e. Wirtualna Polska Media S.A. („WPM”) commenced a negotiation with mBANK S.A., Powszechną Kasą Oszczędności Bank Polski S.A, ING Bank S.A. („Potential Lenders”) in order to conclusion of credit facilities agreements for refinancing current indebtedness under the credit facility agreement executed on 25 march 2015 which details was described in the prospectus of the Company approved by the Polish Financial Supervision Authority on 10 April 2015, the financing investment expenses and acquisitions and an overdraft facility.
At the same time, the Management Board informed that according to clause 20 section 3 point 8 of the Issuer’s Articles of Association the conclusion of credit facilities agreement is contingent upon consent of the Issuer’s Supervisory Board.”
In the opinion of the Issuer, the delay in the disclosure of inside information was justified by the exhaustion of the conditions set out in Art. 17 sec. 4 MAR Regulation. Immediate disclosure of inside information could infringe the legitimate interests of the Issuer due to the fact that the negotiation process at the time of delaying inside information was at an early stage, and the immediate publication of inside information could have a negative impact on the negotiations and their outcome, and could also cause inappropriate evaluation of this inside information and, consequently, lead to incorrect assessment of the Issuer's situation.
Legal basis: Art. Article 17 1 and 4 of European Parliament and Council Regulation No 596/2014 of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC
Signatures of persons representing the Company:
Jacek Świderski - President of the Management Board
Elżbieta Bujniewicz - Belka - Member of the Management Board of the Company