Current reports

Conclusion of agreements related to the financing of the OEX Group

Current report number: 40/2017

Data: 15 December 2017

Legal basis: Art. 17 (1) of the MAR Regulation – confidential information

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 14 December 2017, the Issuer and all the Issuer’s subsidiaries (hereinafter referred to as the ‘Borrowers’) signed a loan agreement (hereinafter referred to as the ‘Loan Agreement”) with ING Bank Śląski S.A. and Bank Zachodni WBK S.A. (hereinafter referred to as the ‘Lenders’), factoring agreements with BZ WBK Faktor sp. z o.o. and ING Commercial Finance Polska S.A. (hereinafter referred to as the ‘Factors’) and additional agreements related to the above-mentioned agreements, in particular agreements related to the establishment of agreed collaterals.

The above-mentioned agreements were concluded in order to refinance the existing debts of the Borrowers, standardise and improve the borrowing conditions for the OEX Group entities and obtain long-term financing for the settlement of transactions related to the acquisition of assets made in 2016–2017.

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 141,600,000 in the form of:

(i) overdraft facilities, guarantee lines and factoring lines up to the total of PLN 75,000,000 to be used to finance the daily activities of the Borrowers, the financing was granted for the period of two years;

(ii) conversion of a part of the existing overdraft facilities to term loans in the total amount of PLN 6,500,000; the above-mentioned loans will be repaid in quarterly instalments over the period of 5 years, starting on the day the Loan Agreement was executed;

(iii) term loan to refinance the investment loan extended to the Issuer in 2016 for the purchase of shares in MerService Sp. z o.o., in the amount of PLN 2,600,000; the above-mentioned loan will be repaid in quarterly instalments over the period of 5 years starting on the day the Loan Agreement was executed;

(iv) term loan of PLN 20,000,000 earmarked for the potential redemption of the Issuer’s series A bonds;

The Issuer gave notice of the series A bond issue in report No. 54/2016 dated 2 December 2016 and report No. 65/2016 dated 21 December 2016. Pursuant to the Series A Bond Issue Terms and Conditions (hereinafter referred to as the ‘Bond T&C”) the Issuer has the right of an earlier redemption of the series A bonds. In accordance with the principles laid down in the Bond T&C, the Issuer will give notice about the possible exercise of this right and, consequently about the use of the above-mentioned credit, in a separate ongoing report.

The repayment of the above-mentioned loan will be made over the period of 5 years after the Loan Agreement execution, whereby it will start on 31 January 2020. The loan will be repaid in equal monthly instalments and on the last day of the lending period the Issuer shall additionally repay the remaining debt in the amount of PLN 8,000,000.

(v) term loan of up to maximum PLN 30,500,000 earmarked to finance the additional payments to the price of purchase of shares in ArchiDoc S.A.;

(vi) term loan of up to maximum PLN 7.000.000 earmarked to finance the additional payments to the price of purchase of shares in Voice Contact Center Sp. z o.o.;

 

Detailed terms and conditions of settlement of the transaction of acquisition by the Issuer of shares in Voice Contact Center Sp. z o.o. and of shares in ArchiDoc S.A. (including the additional payments to the acquisition price, if any) were presented by the Issuer, respectively, in Report No. 1/2017 dated 10 January 2017 and Report No. 4/2017 dated 19 January 2017.

The loans mentioned in items (v) and (vi) herein above will be launched in the second quarter or 2018 and their repayment will be made in equal quarterly instalments over the period of 60 months after the disbursement, not later than until 30 June 2023.

Pursuant to the Loan Agreement, the interest rate applicable to the overdraft facilities and term loans will be a sum of the WIBOR 1M rates plus Lender’s margins as appropriate. The margins are not, in the Issuer’s opinion, different than the ones currently applicable to borrowing terms and conditions available on the financial market.

The margins applicable to the term loans 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 Loan Agreement – exceed the value of 3.0 – save exceptions provided for in the Loan Agreement.

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 may not, without breaching the Terms and Conditions of the Loan Agreement, exceed 80% 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 60% 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 Loan Agreement and the factoring agreements were secured by pledges on the businesses of the Issuer’s subsidiaries, pledges on the inventories and on the bank accounts of the Borrowers, assignment of rights under insurance policies concerning the assets constituting collateral and assignment of amounts due under certain revenue-generating agreements made by the Borrowers. Furthermore, the Borrowers submitted statements in which they declare and agree to be subject to enforcement and execution proceedings in accordance with Art. 777 §1 item 5 of the Polish Code of Civil Procedure for the benefit of each of the Lenders and each of the Factors. The above-mentioned agreements stipulate a joint and several liability of the Borrowers.

The the remaining terms and conditions of the agreements do not differ from standard clauses applied in such types of agreements.

 

Signed:

Robert Krasowski – Member of the Management Board

Tomasz Kwiecień – Member of the Management Board