Signing by the Issuer’s subsidiary the second annex to the Loan Agreement concluded in connection with the financing of the acquisition of Lotos Terminale S.A. shares.

  • Report: 50/2022
  • Date of publication:21.12.2022 / 20:30
  • Pdf report

The Management Board of UNIMOT S.A. with its registered office in Zawadzkie (the “Issuer”) announces that on 21 December 2022, a 100% subsidiary of the Issuer, i.e. Unimot Investments sp. z o.o. with its registered office in Warsaw (“Unimot Investments”) signed with banks, i.e.: mBank S.A., Powszechna Kasa Oszczędności Bank Polska S.A., Bank Polska Kasa Opieki S.A. and Haitong Bank, S.A. Spółka Akcyjna Oddział w Polsce (the “Banks”) a second annex to the loan agreement concluded on 12 January 2022 (the “Annex”) (the “Loan Agreement”), of which the Issuer informed in Current Report No. 2/2022 dated 12 January 2022. The first Annex was concluded on 30 September 2022, as reported by the Issuer in Current Report No. 45/2022 dated 30 September 2022.

On the basis of the concluded Annex, the Parties agreed to reduce the total amount of financing from PLN 360 million to PLN 320 million, due to the cancellation of the bridge financing by Unimot Investments and the Issuer’s decision to increase the involvement of its own funds as its own contribution to the financing of the acquisition of 100 per cent of shares in Lotos Terminale S.A. (the “Transaction”).

In connection with the cancellation of the bridging loan, a change was made to the structure of obligations and collateral of the Loan Agreement by revoking the prohibition on the payment of dividends by the Issuer, revoking the obligation to establish a registered pledge on the package of 1,250,000 shares in the Issuer belonging to Zemadon Ltd. and releasing the Issuer’s guarantee up to PLN 60 million, which the Issuer announced in Current Report No. 45/2022 of 30 September 2022.

Other obligations regarding the establishment of collateral for the Loan Agreement that is standard for this type of transaction, including, inter alia, the establishment of registered and financial pledges on shares, assets and bank accounts in Unimot Investment under separate agreements, remain unchanged.

In addition, on the basis of the Annex, Haitong Bank, S.A. Spółka Akcyjna Oddział w Polsce joined the syndicate as one of the lenders.

Completion of the Transaction for the acquisition of Lotos Terminale S.A. assets by the Issuer Group is planned by the end of 2022, but it should be borne in mind that this date does not depend solely on the actions taken by the Issuer Group and may be subject to change.

The Issuer considered the above information to be confidential as it relates to an amendment to a material agreement entered into by the Issuer and its group companies.

Legal basis:

Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR Regulation)

Persons representing the Company:

Filip Kuropatwa, Vice-President of the Management Board