Report 8/2020

2 maja 2020

Current Report No. 8/2020 of February 25, 2020

New credit facility agreements by the Wirtualna Polska Holding S.A. increasing acquisition facilities the credit line for financing acquisition. Public disclosure of delayed confidential information regarding the selection of financing offer
Legal basis: Article 17.1 and Article 17.4 MAR

Report content:

The Management Board of Wirtualna Polska Holding SA („the Company") hereby announces that on February 25, 2020, the Company and its subsidiary i.e. Wirtualna Polska Media S.A. („WPM”) as borrowers (“the Borrowers”) and its subsidiaries TotalMoney.pl sp. z o.o., Wakacje.pl S.A. and Domodi sp. z o.o. - as the guarantors entered into a senior term, capex and overdraft facilities agreements with a bank consortium comprising: (i) mBank S.A. („Facility Agent”) (ii) Powszechna Kasa Oszczędności Bank Polski S.A., (iii) ING Bank Śląski S.A., (iv) Bank Polska Kasa Opieki Spółka Akcyjna (v) BNP Paribas Bank Polska Spółka Akcyjna as lenders (“the Lenders”) (“the New Credit Facilities Agreements”) pursuant to which the Lenders extended loans to the Company and WPM up to the total amount of PLN 978 mln designated for:

  • financing of acquisitions and investment expenses up to the total amount of PLN 602 million (“Capex Loan Tranche”)
  • refinancing current indebtedness under the credit facility agreements executed on December 12, 2017 with consortium of banks comprising mBank S.A. – as a lender and facilities agent, Powszechna Kasa Oszczędności Bank Polski S.A. and ING Bank Śląski S.A (“Former Credit Facility Agreement”);
  • financing current activities and a revolving facility.

The credit facilities bear interest of 3-M WIBOR plus a margin depending on the Group’s net debt to EBITDA ratio.
The debt repayment is scheduled as follows: (i) PLN 138,4 mln in twenty equal quarterly instalments payable from the 2nd quarter of 2021; (ii) PLN 207,6 mln on the final maturity date occurring on the 7th anniversary of signing of the New Credit Facilities Agreement; (iii) up to PLN 240,8 mln of Capex Loan Tranche in sixteen equal quarterly instalments payable from the 2nd quarter of 2022; (iv) up to PLN 361,2 mln of Capex Loan Tranche on the final maturity date occurring on the 7th anniversary of signing of the New Credit Facilities Agreement.

The Lenders receivables under the New Credit Facilities Agreement will be secured by: (i) financial and registered pledges over the shares in WPM, TotalMoney.pl sp. z o.o., Domodi sp. z o.o., Wakacje.pl S.A.; (ii) registered pledges over set of assets and rights of the Company, WPM, TotalMoney.pl sp. z o.o., Wakacje.pl S.A.; (iii) ordinary and registered pledges over the rights to trademarks of the WPM, Domodi sp. z o.o. and Wakacje.pl S.A.; (iv) financial and registered pledges on all bank accounts of the Company, WPM, TotalMoney.pl sp. z o.o., Domodi sp. z o.o., Wakacje.pl S.A., as well as the powers of attorney to such bank accounts; (v) the agreement for the assignment of rights under the insurance policies, selected commercial receivables and the intercompany loans of the WPM; (vi) submission to enforcement relating to the claims of Lenders by the Company, WPM, TotalMoney.pl sp. z o.o., Domodi sp. z o.o. and Wakacje.pl S.A.; and (vii) a subordination agreement concerning any existing or future receivables with respect to WPM concerning the receivables of the Lenders.

The New Credit Facilities Agreement allows for dividend payments by the Company and its subsidiaries subject to satisfaction of the following conditions: (i) no outstanding payments owed to the New Lenders; (ii) no breach of the financial covenants stated in the New Credit Facilities Agreement, including the leverage ratio covenant (iii) receipt by mBank (as the Facility Agent) written confirmation of WPM that all collateral securities required under the New Credit Facilities Agreement have been established; (iv) the prior repayment of the existing indebtedness and liabilities under hedge transactions (v) the compliance certificate presenting financial covenants was be audited and assessed positively at least once by the Facility Agent; and (vi) no event of default under the New Credit Facilities Agreement and (vii) the dividend payment shall not result in an event of default.

The New Credit Facilities Agreement contains standard contract clauses, specifically: (i) pari passu (ii) restrictions concerning the establishment of any security on the Group’s assets; and (iii) cross-default clause providing that breach of any obligation in the amount exceeding PLN 10 mln is understood as a breach of the New Credit Facilities Agreement.

Disclosure of previously delayed confidential information regarding choice of financing consortium:

The Management Board of the Company informs of its decision to delay confidential information regarding the selection of banking offer for new financing facilities made on January 24, 2020 as follows:

“The Management Board of Wirtualna Polska Holding Spółka Akcyjna with its registered office in Warsaw in order to procure additional funds for the acquisition and to refinance current indebtedness under the existing Loan Agreement, decided to select an offer for a new financing up to PLN 978 mln ("New Credit Agreement") provided by a consortium of banks comprising: (i) mBank S.A., (ii) Powszechna Kasa Oszczędności Bank Polski SA, (iii) ING Bank Śląski S.A. (iv) Bank Polska Kasa Opieki Spółka Akcyjna and (v) BNP Paribas Bank Polska Spółka Akcyjna”

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