Current report number: 27/2019
Data: 16 October 2019
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. (the ‘Company’ or the ‘Issuer’) would like to inform whom it may concern that today, i.e. on 16 October 2019, the Company has received from Santander Bank Polska S.A., ING Bank Śląski S.A., Santander Factoring Sp. z o.o. and ING Commercial Finance S.A. (hereinafter jointly referred to as the ‘Lenders’) a Pay-Off Letter, in which the Lenders specified the conditions for their consent to the sale of assets in the form of shares in ArchiDoc S.A. as well as the terms and conditions of the release of securities established in favour of the Lenders in relation with the Loan Agreement the Issuer notified about in Ongoing Report No. 40/2017 dated 14 December 2019 (hereinafter referred to as the ‘Loan Agreement’). Furthermore, the Issuer and its Subsidiaries have signed today with the Lenders a Debt Release Agreement, pursuant to which the Lenders, after certain terms and conditions specified therein have been satisfied, shall release ArchiDoc S.A. and ArchiDoc MED sp. z o.o. from the debt under the Loan Agreement
The said debt release is conditional on the repayment of a part of the Issuer’s liabilities under the term loans taken under the Loan Agreement in the amount of PLN 37,706,335.31 (say: thirty-seven million seven hundred and six thousand three hundred and thirty-five Polish zlotys and 31/100), plus accrued interest and costs of an earlier repayment of the above-mentioned liabilities.
After the repayment of a part of the credit liabilities, the Issuer’s total debt under the term loans under the Loan Agreement shall be: PLN 9.042.094,00.
Additionally, a precondition for the debt release is the repayment of the existing debt of ArchiDoc S.A. and ArchiDoc MED sp. z o.o. taken out within the framework of products available under the Loan Agreement as well as a deposit of PLN 4,542,000.00 (say: four million, five hundred and forty-two thousand Polish zlotys) made by the Issuer as a security for the Lenders under the bank guarantees granted to ArchiDoc S.A.
All consents expressed by the Lenders in the Pay-Off Letter and the Debt Release Agreement are conditional on the Issuer’s planned sale of 100% of shares in ArchiDoc S.A.’s share capital (hereinafter referred to as the ‘Transaction’), the Issuer notified about in Ongoing Report No. 11/2019 dated 25 February 2019, Ongoing Report No. 15/2019 dated 8 April 2019, Ongoing Report No. 16/2009 dated 20 May 2019, Ongoing Report No. 24/2019 dated 19 July 2019 and Ongoing Report No. 26/2019 dated 3 October 2019.
In case of no repayment of liabilities as mentioned above by 31 October 2019, all the Lenders’ consents and liabilities under the Pay-Off Letter shall expire.
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board