Current Report No. 10/2015 of April 2nd 2015
Issuer: Capital Park S.A.
Subject: Execution of a significant agreement by a subsidiary
The Management Board of Capital Park S.A. of Warsaw (the “Company”) reports that on April
1st 2015 Oberhausen Sp. z o.o. of Warsaw (“Oberhausen”), a subsidiary of Capital Park S.A.
(on April 1st 2015, CP Retail B.V., a subsidiary of Capital Park S.A., acquired 53% of shares
in Oberhausen), and Alior Bank S.A. (the “Bank”) executed a credit facility agreement (the
“Credit Facility Agreement”), under which the Bank agreed to grant Oberhausen, on the
terms and conditions specified in the Agreement, a credit facility including:
- an acquisition tranche of up to EUR 6,790,000 for the purchase of a property in Gdańsk,
repayable by March 31st 2017;
- a VAT acquisition tranche of up to EUR 2,231,000 to finance value added tax on the
purchase of the property in Gdańsk, repayable by October 1st 2015;
- a construction tranche to finance the redevelopment of a building situated on the
property in Gdańsk) of up to EUR 3,208,303, repayable by March 31st 2017;
- a VAT construction tranche to finance value added tax on expenses incurred on the
construction project − up to PLN 2,000,000, repayable by March 31st 2017;
- an investment tranche (following conversion of the acquisition and construction
tranches, not earlier than on June 30th 2016) of up to EUR 9,998,303, repayable within
five years following the conversion date, with an option to extend this term by another
five years upon fulfilment of the conditions set forth in the agreement;
- a hedging transaction credit limit for EUR/PLN forward contracts, and interest rate
hedging related to the credit facility.
Interest for each tranche is defined in the Agreement as the WIBOR or EURIBOR rate, as
appropriate, plus bank's margin.
The Agreement contains a number of covenants binding on Oberhausen, which do not differ
significantly from covenants typically applied in agreements of such type.
Pursuant to the Agreement, the repayment of the facility is secured with:
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registered and financial pledges over Oberhausen shares, including up to EUR
19,996,606 (securing the repayment of the EUR investment tranche) and up to PLN
66,553,727 (securing the repayment of other tranches);
registered and financial pledges over bank accounts, including up to EUR 19,996,606
(securing the repayment of the EUR investment tranche) and up to PLN 66,553,727
(securing the repayment of other tranches);
mortgages over Oberhausen's property in Gdańsk of up to EUR 14,974,954.50 and
PLN 49,915,295.25;
representations on submission to enforcement;
a guarantee issued by CP Retail B.V. (Oberhausen's shareholder) to cover a portion of
any excess over the construction costs, along with a surety under civil law securing the
repayment of a part of the facility up to EUR 261,600.10;
a receivables transfer agreement;
an agreement for subordination of Oberhausen’s receivables;
Over the last twelve months, the Company and the Bank also executed annexes to surety
CAPITAL PARK S.A.
ul. Marynarska 11, 02-674 Warsaw, Poland
Tel.: (+48 22) 318 88 88, fax: (+48 22) 318 88 89
District Court for the Capital City of Warsaw, 12th Commercial Division - KRS No. 373001
NIP (Tax Identification No.): 108-00-09-913
Share capital: PLN 105,348,131.00
agreements between the Bank and the Company:
- Annex 2 of May 7th 2014 to the civil-law agreement of November 27th 2012, as
amended, on the issue of a surety of up to PLN 1,482,000.00 for the repayment of a
working capital facility (the “Working Capital Facility”) granted to Diamante
Investments Sp. z o.o. of Warsaw, a subsidiary (“Diamante”),
- Annex 3 of March 25th 2015 to the civil-law agreement on the issue of a surety of up
to PLN 230,000.00 for the repayment of the Working Capital Facility granted to
Diamante,
- Annex 1 of May 7th 2014 to the civil-law agreement of October 24th 2012, as amended,
on the issue of a surety of up to PLN 30,884,000.00 for the repayment of an investment
facility granted to Diamante (the “Investment Facility”),
- Annex 2 of March 25th 2015 to the civil-law agreement on the issue of a surety of up
to PLN 28,886,000.00 for the repayment of the Investment Facility granted to
Diamante.
Furthermore, on March 25th 2015, Diamante and the Bank executed Annex 5 to the credit
facility agreement of October 24th 2012, as amended, changing the credit facility amount and
providing for a change of the credit facility currency. On March 25th 2015, the collateral for the
credit facility was changed and a new pledge over new Diamante shares was established.
The aggregate value of the above agreements is PLN 122,004,680.93, with the EUR amounts
translated at the EUR/PLN exchange rate effective on the day preceding the date of execution
of the Credit Facility Agreement. The Credit Facility Agreement between Oberhausen and the
Bank is the highest value agreement.
Given that the total value of the above agreements exceeds 10% of the Company’s equity, the
agreements meet the criteria for classifying them as significant agreements.
Legal basis:
Par. 5.1.3 of the Minister of Finance’s Regulation on current and periodic information to be
published by issuers of securities and conditions for recognition as equivalent of information
whose disclosure is required under the laws of a non-member state, dated February 19th 2009.
For the Company:
Jan Motz – President of the Management Board
CAPITAL PARK S.A.
ul. Marynarska 11, 02-674 Warsaw, Poland
Tel.: (+48 22) 318 88 88, fax: (+48 22) 318 88 89
District Court for the Capital City of Warsaw, 12th Commercial Division - KRS No. 373001
NIP (Tax Identification No.): 108-00-09-913
Share capital: PLN 105,348,131.00