POLMED SA Article 56 (1) (2) of the Law on Public Offering - current and interim information
Report topic:Conclusion of a significant credit agreement by POLMED S.A. and its subsidiaries
Report content:The Board of Directors of POLMED S.A. with its registered office in Starogard Gdański makes public that on September 25, 2015, POLMED SA and its subsidiaries - POLMED Development Sp. z o.o. with its registered office in Starogard Gdański and POLMED Zdrowie Sp. z o.o. with its registered office in Starogard Gdański (hereinafter together as: the Borrower) - and Bank Millennium SA with its registered office in Warsaw (hereinafter: the Bank) concluded a significant credit agreement (hereinafter: the Agreement). The total value of the Agreement concluded with the Bank throughout its duration is estimated by the Board of Directors of the Issuer at approximately PLN 7,000,000 (seven million Polish zlotys).
It should be noted that the conclusion of the Agreement should be viewed as a continuation of cooperation between these entities, temporarily suspended in this regards due to the expiry of the previous overdraft agreement (7 July of the current year) and credit line agreement for bank guarantees (29 June of the current year).
Under the agreement, the Bank granted the Borrowers a global limit in the amount of PLN 7,000,000 for the period from 24 September 2015 until 23 September 2016 in which:
1/ granted POLMED S.A. and Polmed Development Sp. z o.o. the right to use an overdraft agreement in the amount of PLN 5.500.000,00. Interest rate will be based on a variable rate WIBOR 1M plus the margin and commission of the Bank. Payment of interest will be held monthly throughout the term of the loan. The purpose of the loan is to finance the current operations of the companies.
2/ granted all Borrowers a credit line for bank guarantees to a maximum amount of PLN 1,500,000 (less in case of POLMED Development Sp. z o.o. and POLMED Zdrowie Sp. z o.o. by the amount of previously granted bank guarantees to them by the Bank covered under the Agreement by the Bank) for the current operations of the companies. The amount of the bank guarantee, re-guarantee, or
opened stand-by letter of credit granted on a one-off basis must not exceed PLN 300,000.00 and the validity period to 36 months from the date of granting or opening or extension of the term of their validity. During the term the line is renewable.
In respect of the provided services, the Bank will charge commission and additional fees and interest on the granted guarantees. In addition, the Borrowers pledged to ensure the proceeds from economic activity on the account at the Bank directly from customers or cash deposits in the appropriate amount of net sales, otherwise, the Bank is entitled to increase its margin.
In order to secure the claims arising from the aforementioned Agreements:
1/ POLMED SA committed to provide security in the form of: a) a blank promissory note with a promissory note to secure the bank guarantee line, secured by a mortgage, b) guarantee to POLMED Development Sp. z o.o to the amount of PLN 11.2 million to 23 March 2020 for the obligations of POLMED SA hereunder, c) guarantee to POLMED Zdrowie Sp. z o.o to the amount of PLN 11.2 million to 23 March 2020 for the obligations of POLMED SA under the Agreement;
2/ Polmed Development Sp. z o.o. committed to provide security in the form of: a) a blank promissory note with a promissory note to secure the bank guarantee line, secured by a mortgage, b) guarantee to POLMED S.A. to the amount of PLN 11.2 million to 23 March 2020 for the obligations of POLMED Development Sp. z o.o. hereunder, c) guarantee to POLMED Zdrowie Sp. z o.o to the amount of PLN
11.2 million to 23 March 2020 for the obligations of POLMED Development Sp. z o.o. under the Agreement;
3/ POLMED Zdrowie Sp. z o.o. committed to provide security in the form of: a) a blank promissory note with a promissory note to secure the bank guarantee line, secured by a mortgage, b) guarantee to POLMED S.A. to the amount of PLN 2.4 million to 23 March 2020 for the obligations of POLMED Zdrowie Sp. z o.o. hereunder, c) guarantee to POLMED Development Sp. z o.o to the amount of PLN
million to 23 March 2020 for the obligations of POLMED Zdrowie Sp z o.o. under the Agreement. Moreover, the Borrowers agreed to establish in favor of the Bank a joint contractual mortgage to secure the aforementioned promissory notes and credit commitments on proprietary real estate premises belonging to Polmed Development Sp. z o.o. to the amount of PLN 23,415,800.00:
in Warsaw at ul. Grzybowska 61, for which the District Court for Warszawa-Mokotów, X Land Registry Department keeps Land and Mortgage Register No. WA4M/00383171/2,
in Wroclaw at ul. Grabiszyńska 208, for which the District Court for Wrocław-Krzyków in Wroclaw, IV Land Registry Department keeps Land and Mortgage Register No. WR1K/00094090/2;
together with the assignment of rights from insurance contracts relating to the aforementioned properties.
Furthermore, in order to secure the abovementioned Agreement, Polmed S.A. agreed to establish an assignment of receivables of POLMED SA from contracts concluded with the National Health Fund pursuant to the Agreement on the transfer of receivables from certain contracts of 08 July 2014 (Current Report No. 31/2014 of 8 July 2014).
The Borrowers also submitted declarations of submission to execution and consented to the issuance of enforcement title by the Bank up to the amount of: a) POLMED S.A. - PLN 11.2 million from liabilities arising from the use of the overdraft facility and PLN 2,400,000 from liabilities arising from the use of the granted credit line guarantee; b) POLMED Development Sp. z o.o - PLN 11.9 million from liabilities arising from the use of the overdraft facility and PLN 2,550,000 from liabilities arising from the use of the granted credit line guarantee; c) POLMED Zdrowie Sp. z o.o - PLN 2,400,000 from liabilities arising from the use of the granted credit line guarantee.
The Bank has the right to request a declaration of enforceability of bank enforcement orders regarding the liabilities resulting from the use of the overdraft facility until 23 September 2019; as for the obligations arising from the use of granted credit line guarantee until 23 September 2022. Furthermore, as an additional security for repayment of the loan and other costs, the Borrowers have given irrevocable power of attorney to deduct the outstanding amount of the loans in whole or in part along with the accessory performance from the Companies' accounts maintained by the Bank.
Other terms of the aforementioned Agreement do not deviate from the commonly used terms for such agreements.
The criterion for the recognition of the Agreement as significant is the total value of the Agreement,
i.e. PLN 7,000,000.00, thus exceeding 10% of the equity of the Issuer.
The Decree of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and the conditions for recognition as equivalent information required by the law of a non-Member State - §5 (1) (3)
Signatures of the persons representing the company
Date | Name | Position/function | Signature |
RADOSŁAW SZUBERT | President of the Board of Directors | ||
ROMUALD MAGDOŃ | Vice-President of the Board of Directors |
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