Announcement.

MENNICA POLSKA SA (3/2019) Conclusion of a conditional loan agreement by an entity in which a subsidiary of the Mint of Poland S.A. has a significant share

The Management Board of the Mennica Polska S.A. with its registered office in Warsaw (hereinafter: "Company", "Issuer") informs that on January 4, 2019, the Company received information that on January 3, 2019, GGH Mennica Tower GGH MT COMPANY WITH LIMITED LIABILITY OF S.K.A. (hereinafter: "SPV" or "Borrower") represented by the sole general partner of GGH MT LIMITED LIABILITY COMPANY ("General Partner") in which the company's subsidiary, ie the Mint of Poland Spółka Akcyjna Tower Spółka Komandytowo Akcyjna (hereinafter: "MP SKA" or "Shareholder 1") has a significant share, concluded a conditional loan agreement for the amount of EUR 131,500,000 - for the Construction Loan, PLN 28,000,000 - for the VAT Loan and EUR 131,500,000 for the Investment Loan (intended for the repayment of the Construction Loans) in connection with the implementation of the "Mennica Legacy Tower" office building in Warsaw (hereinafter: "Loans Agreement") with a consortium of mBank SA banks (as the organizer, Agent and original lender), Santander Bank Polska SA (as the organizer and original lender) and Bank Ochrony Środowiska SA (as the organizer and original lender).
Project for the construction of the Mennica Tower office buildings in Warsaw (hereinafter: " Project ") so far it was financed in the form of own financing by MP SKA and GGH PF Project 3 GGH Management 3 COMPANY WITH LIMITED LIABILITY S.K.A. (hereinafter: "GGHPF" or "Shareholder 2"). Apart from capital contributions in the form of land, the financing provided for bond issues in tranches consistent with the progress of the Project. MP SKA acquired bonds to the amount of PLN 72,577,500, the remaining part of the issued bonds in the amount of PLN 72,577,500 was subscribed by GGHPF ("Bonds").
The purpose of the Loans specified in the Loans Agreement is as follows:
a) Construction Loan - financing the investment costs of the project to build office buildings "Mennica Legacy Tower", with the exception of VAT;
b) VAT loan - financing of the input VAT subject to reimbursement;
c) Investment loan - repayment (refinancing) of the construction loan utilization.
The loan repayment dates are as follows:
a) Construction Loan - a one-off repayment from the funds from the Investment Loan or own funds of the Borrower or Shareholders in the earliest of days: (i) a day falling 24 months from datefirst launch of funds from the Construction Loan;
(ii) a day falling 12 months after the beginning of the building's lifetime;
(iii) November 30, 2020;
b) VAT loan - repayment will be made from VAT refunds or other sources accepted by the Lenders at the earliest of the following days:
(i) day falling 24 months from the first release of funds from the VAT loan;
(ii) the final repayment date of the Construction Loan referred to in point and;
(iii) November 30, 2020;
c) Investment Loan - quarterly repayments over a period of 5 years in equal installments, spread over a period of 25 years, with the repayment of the remaining Balance Capital of the remaining loan principal amounting to no more than 85% of the amount Investment Loan, in the earlier of the following days:
(i) a day falling 60 months from the date of the first Activation of the Investment Loan;
(ii) November 28, 2025.
The Loans Agreement takes into account elements of financing costs and indicator covenants characteristic of the type of loans subject to this Agreement.
The most important collateral of the Loan Agreement:
a) Real Estate Mortgage up to 197,255,000 EUR established to secure the amounts of capital, interest and all costs and fees related to the Construction Loan and the Investment Loan by the Borrower to the Agent ( as a mortgage administrator), made in the form and content satisfactory for the Agent, real estate mortgage up to PLN 42,000,000 established to secure the amounts of capital, interest and all costs and fees related to the VAT Loan and each mortgage on the Real Property up to a sum separately established between the Borrower and the Lenders, in order to secure the amounts of capital, interest and any costs and fees related to Hedging Documents to which the Lender is a party, made in a form and content satisfactory to the Agent.
b) Pledge on Shares whereby the registered pledges will be established with the highest priority for the Agent (acting as pledge administrator) and financial pledges on all shares in the share capital of the Borrower's Companent to 150% of the secured obligations, includingdeclaration on submission to enforcement made by the Shareholder to the Agent and each Lender pursuant to art. 777 of the Code of Civil Proceedings under the Pledge Agreement on Shares, in accordance with the template and content satisfying the Agent.
c) Pledge on the Borrower's Shares under which the highest priority will be paid to the Agent (acting as administrator of pledges) of registered pledges and for each Lender financial pledges on all shares in the Borrower's share capital up to 150% secured liabilities, including a declaration of submission to enforcement made by each Shareholder to the Agent and each Lender under Art. 777 of the Code of Civil Procedure under the Pledge Agreement on Shares, in accordance with the template and content satisfactory for the Agent.
d) Pledge on the General Partner's undertaking, pursuant to which the Pledge (acting as administrator of pledges) will be established with the highest priority on the set constituting all movables and rights included in the General Partner's enterprise up to 150% of the secured liability , in accordance with the formula and content satisfactory for the Agent.
e) Pledge Agreement on the Borrower's Enterprise, pursuant to which the Pledge (acting as administrator of pledges) will be established with the highest priority on the collection constituting all movables and rights included in the Borrower's enterprise up to 150% of the secured obligations, in accordance with the model and content satisfactory for the Agent.
f) Pledge on the General Partner's Rights, pursuant to which the registered pledges on the rights of the General Partner for the participation in the Borrower's company will be satisfied with the highest priority for the Agent (acting as administrator of pledges) up to 150% of the secured liability, including in this statement on submission to enforcement submitted by the General Partner to the Agent pursuant to art. 777 of the Code of Civil Procedure under the Pledge Agreement on the Rights of the General Partner, in accordance with the model and content satisfactory for the Agent.
g) Subordination agreement, a subordination agreement that will remainconcluded by the Agent, a Borrower, as a debtor subordinated to creditors, as subordinated creditors in the form and content satisfying the Agent.
h) Pledge on the Bonds, the pledge will be established with the highest priority for the Agent (acting as pledge administrator) of registered pledges and for each Lender financial pledges on bonds issued by the Borrower concluded between each bondholder (as the pledger) and the Lender (as a pledgee) up to 150% of the secured liability, in accordance with the formula and content satisfactory for the Agent.
One of the conditions for the launch of the Loan Agreement is the achievement of the lease of space in the Mennica Legacy Tower at the level of at least 37.5% of the rentable area.
The Company does not directly guarantee, guarantee or encumber its assets in connection with the loan described above.

Source: company website, investor relations, current and periodic reports.

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Company information
Company name:Mennica Polska SA
ISIN:PLMNNCP00011
NIP:527-00-23-255
Adress: ul. Waliców 11 00-851 Warszawa
Phone:+48 22 6564200
website:www.mennica.com.pl

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