ORBIS S.A.
Current report no. 38/2014
December 19, 2014
Subject: Execution of a credit facility agreement
In reference to the current report no. 35/2014 concerning execution of a preliminary share sale and purchase agreement for the purchase by Orbis S.A. from Accor S.A. of shares in companies operating in Central Europe for a total sum of EUR 142,262,000 (one hundred forty two million two hundred sixty two thousand euro) (the "Transaction"), the Management Board of ORBIS S.A. informs, as follows:
On December 19, 2014, "Orbis" S.A. (as the borrower) together with subsidiary HEKON - Hotele Ekonomiczne S.A. (as the guarantor) executed a credit facility agreement ("Credit Facility Agreement") with the Bank Polska Kasa Opieki S.A. and Société Generale SA (hereinafter jointly referred to as the "Banks"), by virtue of which the Banks granted to "Orbis" S.A. a credit facility of up to the sum of PLN 480 000 000 (four hundred eighty million Polish zloty) ("Credit Facility"). According to the Credit Facility Agreement, the Credit Facility shall be allocated for:
(i) financing 80% of the price payable for shares in companies purchased by Orbis S.A. under the Transaction,
(ii) corporate purposes of Orbis S.A., up to the sum not higher than PLN 50 000 000 (fifty
million Polish zloty).
The Credit Facility shall be disbursed in two (2) tranches:
A tranche: amounting to PLN 180 000 000 (one hundred eighty million Polish zloty), with a maturity date of one (1) year from the date of Credit Facility Agreement signing date, with an option to extend for a successive five (5) years.
B tranche: amounting to PLN 300 000 000 (three hundred million Polish zloty), with a maturity date of six (6) years from the date of Credit Facility Agreement signing date.
The interest rate on the Credit Facility has been determined on the basis of WIBOR for a respective interest rate period plus the Banks' margin.
Orbis S.A.' s liabilities under the Credit Facility Agreement have been secured by way of: (i) a surety granted by HEKON Hotele Ekonomiczne S.A.;
(ii) mortgages established on the following real properties (hotels) owned by Orbis S.A.:
Mercure Warszawa Centrum, Mercure Warszawa Grand, Novotel Warszawa Centrum, Sofitel Warsaw Victoria ("Real Properties");
(iii) assignment as a collateral security of Orbis S.A.'s rights under the insurance policies of the Real Properties;
(iv) commitment made by Orbis S.A. to each of the Banks to submit itself to voluntary debt
enforcement procedure;
(v) financial pledge on cash deposited on bank accounts kept by the Bank Polska Kasa
Opieki S.A.;
(vi) granting a power of attorney to all the bank accounts of Orbis S.A. to the Bank Polska
Kasa Opieki S.A.
The clauses of the Credit Facility Agreement do not deviate from standard terms and conditions applicable to this type of agreements.
Legal Grounds: Article 56.5 of the Act of July 29, 2005, on Public Offering, Conditions
Governing the Introduction of Financial Instruments to Organized Trading, and Public
Companies(Official Journal "Dz.U." No 2013, item 1382).
"Orbis" S.A., ul. Bracka 16, 00-028 Warsaw, registered in the District Court for the Capital City of Warsaw, XII Commercial Division, National Court Register [KRS], Register of Business Operators no. 0000022622, share capital of PLN 92,154,016 (paid-up in full), tax identification number NIP 526-025-04-69.
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