Current report number: 28/2020
Data: 28 October 2020
Art. 17 (1) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (‘MAR’).
Content of the report:
The Management Board of OEX S.A. with registered office in Warsaw (hereinafter referred to as the ‘Issuer’) would like to advise whom it may concern that today, i.e. on 28 October 2020, the Issuer and the companies: Tell Sp. z o.o., Europhone Sp. z o.o., PTI Sp. z o.o., OEX Cursor S.A., MerService Sp. z o.o., Pro People Sp. z o.o., OEX E-Business Sp. z o.o., OEX24 Sp. z o.o. and Voice Contact Center Sp. z o.o., all subsidiaries of the Issuer (hereinafter jointly referred to as the ‘Borrowers’) executed a Multifacility loan agreement (hereinafter referred to as the ‘Loan Agreement’) with Santander Bank Polska S.A. (hereinafter referred to as the ‘Lender’), and selected companies also made an investment credit contract with the Lender and entered into new factoring contracts or extended the term of their existing factoring contracts with Santander Factoring Sp. z o.o. (hereinafter referred to as the ‘Factor’). The Borrowers also entered or undertook to enter into contracts and signed additional documents under such contracts, in particular related to the establishment of collaterals and securities as agreed. Such contracts were concluded with a view to refinance the existing indebtedness of the Borrowers.
In relation with the execution of the above-mentioned agreements and the signing of the above-mentioned documents, the Borrowers’ liabilities under the credit contract, factoring contracts and the related additional contracts executed on 14 December 2017 (with later amendments) by and between Issuer and and its subsidiaries on the one part and Santander Bank Polska S.A., ING Bank Śląski S.A. and ING Commercial Finance Polska S.A. on the other part will expire.
Based on the said agreements, the Lenders and the Factors undertook to provide financing to the Borrowers in the total amount of up to PLN 81,747,094 in the form of:
(i) overdraft facilities and bank guarantees up to the total amount of PLN 41,300,000 with a destination to finance the day-to-day operations of the Borrowers; the overdraft facilities were granted for a period of 1 year and the bank guarantees for a period of max. 2 years;
(ii) investment loans in the total amount of PLN 19,947,094.12 in favour of the issuer, OEX E-Business Sp. z o.o., Europhone Sp. z o.o. and PTI Sp. z o.o. the destination of which was refinance the existing debts and finance additional investment expenses of those Borrowers; the loans were granted for a period of 1 to 5 years and will be repaid in monthly or quarterly instalments;
(iii) factoring in the total amount of up PLN 20,500,000 in favour of OEX Cursor S.A., OEX E-Business Sp. z o.o. and MerService Sp. z o.o.
Pursuant to the Credit Facility Contract, the investment credit contract and the factoring contracts, the applicable interest rate will be a sum of the WIBOR 1M rate plus the Lender’s margins as appropriate. The margins are not, in the opinion of the Issuer, different than the ones currently applicable to borrowing terms and conditions available on the financial market.
The margins applicable to the investment credits may vary depending on the level of indebtedness as measured by the ratio of consolidated net debt to the consolidated EBITDA of the OEX Group (‘Debt Ratio’). At the same time, the Debt Ratio may no – on pain of breaching the Credit Facility Contract – exceed the value of 3.0 – save exceptions provided for in the Credit Facility Contract.
Additionally, the Debt Ratio and the lack of breach of the Loan Agreement may influence the possibility and the maximum value of dividends payable by the Issuer. In case the Debt Ratio is below 2.0, the permitted value of the dividend paid by the Issuer constitutes, without breaching the terms and conditions of the Credit Facility Contract, 100% of the consolidated net profit. In case the Debt Ratio is higher than 2.0 but not higher than 3.0, the permitted value of the dividend paid by the Issuer may not, without breaching the Terms and Conditions of the Loan Agreement, exceed 80% of the consolidated net profit. In case when the Debt Ratio is higher than 3.0, no dividend payment by the Issuer is possible without breaching the Terms and Conditions of the Loan Agreement.
The Credit Facility Contract, the investment credit contract and the factoring contracts foresee securities in the form of pledges on shares in the Issuer’s subsidiaries, which are Borrowers, pledges on the bank accounts of Borrowers as well as an assignment of rights under selected insurance policies. Additionally, the Borrowers made statements in which they agreed to be subject to the enforcement proceedings in accordance with Art. 777 §1 (5) of the Code of Civil Procedure in favour of the Lender or, respectively, the Factor and made contracts on accession to the debt the purpose of which was to establish a joint and several liability of the Borrowers.
The remaining terms and conditions of the agreements do not differ from standard clauses applied in such types of agreements.
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board