Entering into an agreement by the subsidiary company
The Management Board of the joint stock company Magna Polonia Spółka Akcyjna, with its registered office in Warsaw (“Company”), acting pursuant to Article 56, paragraph 1, point 1 of the Act on Public Offerings, hereby informs that on 9 December 2015, the limited liability company Magna Polonia spółka z ograniczoną odpowiedzialnością, with its registered office in Warsaw (“MP”), the subsidiary of the Company, concluded with the joint stock company Imagis Spółka Akcyjna, with its registered office in Warsaw (“Imagis”) the Debt Repayment Agreement to regulate the payment by Imagis of financial obligations under the bank liabilities listed below and acquired by MP from Bank Zachodni WBK S.A., with its registered seat in Wrocław and from Bank BGŻ BNP Paribas S.A., with its registered seat in Warsaw; the said banking liabilities are secured, among all, with mortgages established on real estate owned by Imagis and located in Cząstków Polski. The Issuer hereby underlines that the agreements on the purchase of the said liabilities do not fulfill the criteria applicable for significant agreements and the liabilities themselves the criteria of significant assets.
Under the Debt Repayment Agreement, MP undertook not to take, within 12 months since the establishment by Imagis of collaterals referred to below, any measures to recover or to compensate from the assets of Imagis the following:
1. liabilities acquired from Bank Zachodni WBK S.A., with its registered office in Wrocław, resulting from the overdraft facility agreement, concluded between Imagis and Bank Zachodni WBK S.A. and the investment facility agreement, concluded between Imagis and Bank Zachodni WBK S.A.;
- 2. liabilities acquired from Bank Zachodni WBK S.A. under the surety granted by Imagis for liabilities of the limited liability company GPS Konsorcjum Spółka z ograniczoną odpowiedzialnością, with its registered office in Warsaw and resulting from the overdraft facility agreement, concluded between GPS Konsorcjum Spółka z ograniczoną odpowiedzialnością, with its registered office in Warsaw and Bank Zachodni WBK S.A.;
- 3. liabilities acquired from Bank BGŻ BNP Paribas S.A, with its registered office in Warsaw, resulting from a non-revolving loan agreement and previously taken over by Imagis from GPS Konsorcjum Sp. z o.o.
for the total amount of PLN 17,073,430.07 (seventeen million seventy three thousand four hundred and thirty zlotys and seven groszys), acquired for the total price of PLN 4,700,000.00 (four million seven hundred thousand zlotys), and the acquisition of the said liabilities by MP will take place upon the disclosure of MP as mortgage creditor in the land and mortgage register kept for the real estate on which the mortgage was established to secure liabilities, based on request filed on this day (entries will be valid retroactively since the date of requests).
12-month validity period may be shortened in cases defined in the Debt Repayment Agreement, and namely if any substantial fact occurs which has or may have an impact on the financial standing of Imagis, and in particular its ability to perform their cash obligations.
Considering the above, Imagis establishes for the benefit of MP additional sureties for the repayment of the said liabilities, i.e.:
1. a civil law pledge and a registered pledge on all shares held by Imagis in the share capital of the joint stock company Emapa Spółka Akcyjna, with its registered office in Warsaw;
2. a blank promissory note, with a promissory note declaration defining the obligations to be met.
During the term of the aforementioned obligations, interests will be calculated on the said liabilities at WIBOR 1Y rate (as of the date of the Agreement) + 3.00% per year.
Mirosław Janisiewicz – President of the Board
Tom Ruhan – Vice-President of the Board
9 December 2015