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33/2020 Initial consolidated operating results of the Agora Group for the 2Q and the 1H2020

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33/2020 Initial consolidated operating results of the Agora Group for the 2Q and the 1H2020

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AGORA S.A.
Czerska 8/10 Street
00-732 Warszawa

AGO -0,23%
mWIG40 -2,03%
WIG-MEDIA -0,73%

Regon: 11559486
Numer KRS: 59944
NIP: 526-030-56-44

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September 24, 2020 / 18:13

35/2020 Conclusion of agreements: for an overdraft and revolving loan by a subsidiary Helios S.A. and disclosure of delayed confidential information

Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw ("Agora", "Company") informs that on September 24, 2020 it acquired information that its subsidiary company Helios S.A. concluded overdraft credit agreement with BNP Paribas Bank Polska S.A. with its registered office in Warsaw ("BNP";) and discloses delayed information on (i) agreement on preliminary conditions for financing Helios S.A. and (ii) conclusion of revolving loan agreement with Santander Bank Polska S.A. based in Warsaw ("Santander") (jointly "Banks") on August 31,2020 with a repayment guarantee of 80% of the loan by Bank Gospodarstwa Krajowego ("BGK").

The total value of the above loans with a BGK guarantee is PLN 40.0 million, i.e. PLN 20.0 million from each of the Banks.

At the same time, the Banks declared their readiness to return to talks on the second tranche of financing - for another PLN 40.0 million - after assessing the financial results of Helios S.A. for the third quarter of 2020 and the economic situation in Poland.

At the same time, the Management Board of the Company informs that the process of obtaining financing for Helios S.A. was considered to be a long-term process. In the course of this process, the Company identified an intermediate stage which itself met the criteria for being classified as confidential. Providing confidential information on the occurrence of the intermediate stage in the process of obtaining the above financing was delayed until the conclusion of agreements with the Banks for an overdraft (BNP) and a revolving loan (Santander) pursuant to Art. 17 sec. 1 and 4 of the Regulation of the European Parliament and of the Council No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR Regulation") and Art. 4 of the Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to technical conditions for the proper disclosure of inside information to the public and delaying the disclosure of inside information to the public in accordance with the Regulation of the European Parliament and of the Council (EU) No. 596/2014 ("Implementing Regulation") due to the protection of the legally justified interests of the Issuer, ie the risk of a negative impact of providing information on the possibility of concluding the above agreements with the Banks. The intermediate stage referred to above was agreeing the preliminary financing conditions for Helios S.A. with a guarantee of repayment of 80% of the loan value by Bank Gospodarstwa Krajowego ("BGK") on August 11, 2020 and conclusion of revolving loan agreement with Santander Bank Polska S.A. on August 31,2020.

Pursuant to the agreements signed with the Banks for an overdraft and revolving loan and after meeting the conditions for establishing collaterals for the repayment of both loans and meeting other requirements usually applied when granting loans of a comparable amount, Helios will have a credit ("Credit") up to the amount of PLN 40.0 million.

The obtained funds may be used to finance the current business activities of Helios S.A., including replacement and development expenditure, excluding refinancing of other debt.

The financing under the loan agreement with BNP in the amount of PLN 20.0 million will be available for 24 months from the date of signing the agreement. The repayment deadline is also 24 months from the date of signing the agreement.

Collaterals for the funding granted by BNP include, inter alia, a cash deposit and a guarantee of Bank Gospodarstwa Krajowego as part of the PLG FGP portfolio guarantee line, secured with a promissory note, covering 80% of the loan amount.

During the financing period, Helios is obliged to transfer the servicing of current accounts to BNP and maintain at the level agreed with BNP both the amount of sales revenues flowing to the BNP current account and the amount of the agreed maximum debt. In the event of failure to meet any of these conditions, the Bank has the right to increase the loan margin by 1/4 retroactively. The increased margin will apply from the first to the last day of the calendar quarter in which the turnover obligation is not met by Helios. Helios is also obliged to maintain the EBITDA result at the level agreed with BNP. Additionally, Helios, without prior consent of BNP, may not pay dividends, nor encumber or consent to the encumbrance of its assets.

In the case of the agreement signed with Santander on August 31, 2020, the condition for  the release of the credit in the amount of PLN 20.0 million is the submission of a promissory note by the company, entry of the loan and BGK guarantee in the register of liquidity guarantees, and a declaration of submission to enforcement. The condition precedent for the release of financing is confirmation of signing and meeting the conditions for receiving financing from BNP. The loan can be used until August 25, 2022, and the repayment date is August 26, 2022.

During the financing period, Helios is obliged to ensure Santander the ability to monitor the company's financial liquidity, as well as ensure the inflow of cash to the account maintained by Santander at the agreed level. Helios is obliged to maintain the level of EBITDA and capital expenditure at the agreed level, and may not dispose of and encumber the company's fixed assets, incur financial liabilities other than the agreed ones, and pay dividends. In the event that Helios breaches the financing conditions, the amount of the loan margin may change.

At the same time, during the financing period, the method of exercising control over Helios or Agora S.A. should not change.

Both loans bear WIBOR rate for one-month deposits in PLN increased by the margin of the Banks. The BGK guarantee fee is in line with the standard values adopted by BGK and reflects the assessment of Helios S.A.'s financial standing. The Agreement does not contain other provisions on contractual penalties.

 

Content of delayed confidential information regarding preliminary conditions for financing of Helios S.A.

 

The Management Board of Agora S.A. with its registered seat in Warsaw ("Agora", "Company") informs about agreeing on preliminary financing conditions for Helios S.A. with Santander Bank Polska S.A. with its seat in Warsaw ("Santander") and with BNP Paribas Bank Polska S.A. with its registered office in Warsaw ("BNP";) (jointly "Banks") with a loan repayment guarantee by Bank Gospodarstwa Krajowego ("BGK") on August 11, 2020 .

The total intended value of new overdraft facilities with a BGK guarantee, about which the parties are discussing, is PLN 80.0 million, i.e. PLN 40.0 million from each of the Banks, and in the case of financing offered by BNP Paribas, the amount granted is PLN 20.0 million, with a simultaneous declaration of readiness to grant another PLN 20 million, depending on the assessment of the situation of Helios SA by BNP in the fourth quarter of 2020. The new loan is granted for 24 months from the date of signing the loan agreement.

Acquiring financing may be used to finance the Helios’ current operations.

In both cases, negotiated collateral is typical for this type of contract and includes prohibition of all forms of capital distribution to owners or their obligated entities, additional information obligation to monitor the liquidity situation, no changes in the structure of Helios shareholders throughout the financing period, significant negative change ("MAC"), equal use of revolving credit from both Banks.

The exact package of credit clauses and their wording, including exclusions and limits, will be agreed at the stage of negotiating the content of the loan agreement.

A condition for releasing financing for Helios S.A. is to provide a bank guarantee or a cash deposit for the amount of PLN 4 million and a letter of support from the main shareholder, Agora S.A.

80% of the value of the above financing will be secured by a BGK guarantee.

In addition, during the financing period, the Company is required to maintain at a certain level the financial ratios related to capital expenditure as well as the EBITDA result. The value of the granted financing may be reduced if the Company fails to achieve the estimated EBITDA result.

The company will inform in a separate current report about the possible finalization of negotiations on financing, financing conditions and signing of relevant documents.

At the same time, Agora informs that Helios has obtained a grace period for repayment of 6 subsequent principal instalments of the existing loans in the period April - September 2020.

Legal basis: art. 17 sec. 1 of the Regulation of the European Parliament and of the Council (EC) No 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6 /EC of the European Parliament and of the Council and Commission Directive 2003 /124/EC, 2003/125 / EC and 2004/72/EC (Journal of Laws EC L 173 of June 12, 2014).

 

Content of delayed confidential information regarding conclusion by Helios S.A. revolving loan agreement with Santander Bank Polska S.A.

 

Regulatory filing

The Management Board of Agora S.A. with its registered office in Warsaw ("Company", "Agora") informs that on August 31, 2020, the subsidiary Helios S.A. concluded with Santander Bank Polska S.A. ("Santander") a revolving loan agreement with a repayment guarantee by Bank Gospodarstwa Krajowego ("BGK").

On August 11, 2020, the subsidiary Helios S.A. agreed preliminary financing conditions for Helios S.A. with Santander and BNP Paribas Bank Polska S.A. based in Warsaw with a guarantee of loan repayment by BGK. The obtained financing is to be used to finance Helios’s current operations.

Revolving loan agreement between Helios S.A. and Santander (the "Credit Agreement") up to the amount of PLN 20.0 million was concluded as a result of the negotiations referred to above. At the same time, Helios S.A. and Santander have planned to sign another loan agreement up to the amount of PLN 20.0 million for the fourth quarter of 2020.

Below, the Company provides detailed information on the above-mentioned Credit Agreement:

CREDIT AGREEMENT

1) The amount and purpose of the loan

Pursuant to Credit Agreement, Santander grants Helios S.A. a revolving loan up to the amount of PLN 20.0 million, in order to improve the financial liquidity of Helios S.A., intended for the current financing of business activities of Helios S.A.

2) Conditions for the release of the revolving loan

The release of the loan will depend on the fulfilment by Helios S.A. standard conditions for this type of financing. An additional condition is confirmation of the signature and fulfilment of the conditions precedent for parallel financing from BNP Paribas Bank Polska S.A.

3) Interest on loan

The interest rate on the loan will be based on a variable interest rate based on WIBOR1M increased by a margin.

4) Repayment dates

Pursuant to the Loan Agreement, the loan will be repaid within 24 months from the date of signing the Credit Agreement.

5) Collaterals

Helios S.A. will establish the following collaterals for the repayment of liabilities under the Credit Agreement:

1) blank promissory note with a promissory note declaration,

2) a liquidity guarantee granted by BGK in the amount of 80.0% of the loan amount, i.e. PLN 16,000,000.00,

3) declaration on voluntary submission to enforcement up to the amount of PLN 30,000,000.00 in the form of a notarial deed,

4) financial pledge on receivables resulting from bank account agreements maintained by Santander,

5) power of attorney to withdraw funds from bank accounts of Helios S.A. run by Santander,

6) declaration of patronage (LoC) of AGORA S.A.

6) Other material provisions of the Agreement

Pursuant to the provisions of the Credit Agreement, Helios S.A. will be required to obtain Santander's approval for the payment of dividends and any other similar profit distribution. Santander's consent will also be required to sell and encumber of fixed assets, granting loans or other financial support to third parties, as well as the conclusion of surety agreements for third party liabilities. Additionally, Helios S.A. is obliged, inter alia, to maintain the appropriate level of EBITDA and Capex.

Legal basis: art. 17 sec. 1 of the Regulation of the European Parliament and of the Council (EC) No 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6 /EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC (Journal of Laws EC L 173 of June 12, 2014).

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