Current report number: 20/2021
Data: 11 June 2021
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 11 June 2021, it executed a short-term credit agreement (hereinafter referred to as the ‘Credit Agreement’) with Santander Bank Polska S.A. (hereinafter referred to as the ‘Lender’), pursuant to which the Lender shall give the Issuer a payment guarantee and a credit of up to PLN 23,000,000.00 to be allocated to fund in part the acquisition of treasury shares by the Issuer under the process to be launched in accordance with the agreement made within the meaning of Art. 87 (1) (5) of the Act of 29 July 2005 on public trading and on conditions of introduction of financial instruments into organised trading systems and on public companies (‘Act’) by and between the Company and its 13 shareholders (‘Shareholders’) holding a total of 6,042,966 shares in the Company, representing 83.0% of the total number of votes at the Company’s General Meeting of Shareholders (‘General Meeting of Shareholders ‘), i.e. Neo Fund 1 sp. z o. o., NEO BUSINESS PROCESS OUTSOURCING S. à r.l., PRECORDIA CAPITAL sp. z o.o., REAL MANAGEMENT S.A., Silquern S.à r.l. and 8 natural persons (hereinafter jointly referred to as the ‘Parties to the Agreement’), concerning a cooperation with a view to ensuring that the Company ceased to be a listed company in consequence of a procedure of withdrawal of its shares from the regulated market of the Warsaw Stock Exchange (‘Share Withdrawal’), preceded by acquisition by the Company of its ordinary bearers shares, dematerialised and quoted on the regulated market of the Warsaw Stock Exchange, with the par value of PLN 0.20 each, held by the remaining shareholders in the amount of 1,525,966, representing 17.05% of the total number of votes at the General Meeting of Shareholders (‘Treasury Shares’), as part of the acquisition of Treasury Shares for redemption, in particular under the call for the subscription for the sale of Treasury Shares in the number guaranteeing that the Parties to the Agreement would jointly hold 100% of the total number of votes at the General Meeting of Shareholders, published in accordance with: (i) Art. 74 (2) of the Act – in relation with the fact that in consequence of the execution of the Agreement, the Shareholder’s total holding of the shares in the Company (as Parties to the Agreement) will result in exceeding the threshold of 66% of the total number of votes at the Company’s General Meeting of Shareholders and (ii) Art. 91 (5) of the Act – in relation with the intention of the Parties to the Agreement to withdraw the Company’s shares from the trade on the regulated market of the Warsaw Stock Exchange (‘Call’). The remaining value of the required guarantee and funds for the above-mentioned call shall be the Issuer’s own contribution in the maximum amount of PLN 10,000,000.00.
The credit was sanctioned for a period of 5 years and will be repaid in half-yearly instalments starting from 31/12/2021.
Pursuant to the Credit Agreement, the applicable interest rate will be a sum of the WIBOR 3M rate plus the Lender’s margin, the amount of which, in the opinion of the Issuer, does not differ from the ones currently applicable to borrowing terms and conditions available on the financial market.
The Credit Agreement contains a number or customary obligations on the part of the Issuer, including, but not limited to, an obligation not to exceed a defined debt level as measured by means of the ratio of consolidated net debt to the consolidated EBITDA of the OEX Group (‘Debt Ratio’). The Debt Ratio may not exceed the value of 3.0 on pain of the Credit Agreement being violated.
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 Agreement foresees a security in the form of guarantees given by selected subsidiaries of the Issuer, a pledge on the shares and participations in the Issuer’s subsidiaries in which the Issuer holds 100% of shares/participations pledge on the shares in OEX S.A. held by one of the shareholders, pledges on the Issuer’s and guarantor’s bank accounts and an assignment of rights under selected insurance policies.
Additionally, the Borrower and the Guarantors submitted statements in which they declare and agree to be subject to enforcement and execution proceedings in accordance with Art. 777§ 1 (5) of the Polish Code of Civil Procedure for the benefit of the Lender.
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