Legal basis: Article 17(1) item 1 of MAR – confidential information
Topic of the report: conclusion by the Company of a significant loan agreement
The Management Board of the company styled J.W. Construction Holding S.A. with its registered office in Ząbki (‘Company‘) hereby informs you that on 23 March 2017, the Company entered into an agreement with Getin Noble Bank S.A. with its registered office in Warsaw (‘Bank‘) under which the Bank granted the Company an investment credit of 42,000,000 (‘Credit‘).
The Credit was taken to finanse and refinance the net costs relating to the implementation of the 3rd stage of the project ‘Osiedle Nowe Tysiąclecie’ in Katowice, carried out on plots No 52/4, 43/4 43/10 and 52/6 from section 0018 for which the District Court (PL. Sąd Rejonowy) for Katowice-Wschód in Katowice 11th Division for Land and Mortgage Registers keeps Register No KA1K/00044050/7(‘Investment Project’).
The Investment Project consists in construction of a complex of three multi-storey buildings with 346 housing units for sale in Katowice Osiedle Tysiąclecia.
Essential terms of the Credit:
1) the final date for repayment of the Credit was set for 20 December 2019.
2) the interest rate is a variable rate in monthly periods based on the WIBOR 3M base rate increased by the Bank’s margin;
3) legal security of the Credit consists of, in particular:
- Contractual mortgage of up to PLN 63,000,000 (in words: sixty three million Zloties) on the real property on which the Investment Project is being implemented, established in the first place;
- The Company’s blank promissory note with promissory note declaration;
- a power of attorney granted to the Bank by the Company with respect to all accounts held at the Bank;
- blockade of funds accumulated in bank accounts relating to the management of the Investment Project;
- a transfer as a security of (existing and future) monetary claims resulting from all actual agreements, including from: (i) collateral agreements concluded with respect to the implementation of the Investment Project; (ii) Agreements with the General Contractor, agreements with buyers of premises;
- the Company declaration on submission to execution under Article 777 §1 point 5 of the Civil Procedure Code up to PLN 63,000,000 (in words: sixty three million Zloties) for the Bank as a security of repayment of the capital, interest and all consts relating to the claim for repayment of monetary claims regarding the credit granted;
- a power of attorney for the account of separated proceeds for the 2nd stage of the ‘Osiedle Nowe Tysiąclecie’ investment project until the fulfilment of the requirment concerning pre-sale.
4) the Credit will be disbursed, in particular, following:
- the establishment of legal collaterals on the Credit; the submission of requests for the entry of collaterals is considered as fulfilment of the requirement of;
- submission of certificate of no arrears with respect to taxes and social security;
- submission of records confirming that the Company has made own contribution in the amount fixed in the credit agreement;
- achievement of the target for conclusion of contracts relating to premises carried out as part of the Investment Project;
- presentation of a preliminary report drafted by an independent Technical Adviser which confirms the completeness of the formal legal documentation, the progress of works, accuracy of the adopted cost assumptions, feasibility of the Investment Project in the assumed budget and work schedule.
With regard to other terms, the agreement is similar to the substance of previous agreements with the Bank.
The basis for submission of this report is the relevance of the concluded credit agreement to the Company’s operations due to the amount of the Credit and to the assurance (through its conclusion) of financing of costs of the Investment Project.