Capital/Financing Update • Feb 10, 2023
Capital/Financing Update
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Subject:Adoption, by the JSW S.A. Supervisory Board, of a resolution to issue apositive opinion on the Management Board's motion to the JSW S.A.Shareholder Meeting on the establishment of collateral for the plannedfinancing in the Sustainability-linked loan formula, together withindication of the purpose of the financing and its parameters
Body of the report:_#160;
The Management Board ofJastrzębska Spółka Węglowa S.A. ("Company", "JSW") hereby reports thattoday, i.e. on 10 February 2023, the Company's Supervisory Board issueda positive opinion on the JSW Management Board's motion to the Company'sShareholder Meeting to obtain the necessary corporate approvals for theestablishment of collateral in connection with the plannedsustainability-linked loan debt financing for JSW to be provided by asyndicate of financial institutions to refinance existing debt, generalcorporate purposes,and implementation of environmental investments. Thefinancing is to be collateralized by, among other things, mortgages andregistered pledges on JSW's selected assets (OPEs), assignment of rightsunder certain commercial contracts to which JSW is a party, suretiesgranted by certain JSW subsidiaries and registered pledges on shares inthe share capital of selected JSW subsidiaries.
The syndicate's totaldeclared commitment to JSW's financing will amount to approx. PLN 1,650million, including an increase in the financing of approx. PLN 1,000million.
In addition to loans inPLN, the PLN 1,650 million figure includes a term loan denominated inUSD and EUR for a total equivalent to PLN 480 million. PLN 490 millionof the funding will be used to finance environmental investments and PLN430 million will finance working capital requirements. The remainingavailable financing will be used to implement the investment strategyand to fund the Company's general corporate purposes. The final date forrepayment of the liabilities to the syndicate was set for 28 December2030.
The syndicate will include: AgencjaRozwoju Przemysłu S.A., Alior Bank S.A., Bank Gospodarstwa Krajowego,Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank PolskiS.A., PZU S.A., PZU Życie S.A. and Towarzystwo Finansowe "Silesia" sp. zo.o.
The publication ofinformation on the JSW Management Board's motion to the Company'sSupervisory Board was delayed on 31 January 2023 on the basis of Article17(4) of Regulation (EU) No. 596/2014 of the European Parliament and ofthe Council of 16 April 2014 on Market Abuse and Repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR) in conjunctionwith § 20 Section 2 Item 11) of JSW's Articles of Association,authorizing the Company's Supervisory Board to issue opinions on matterssubmitted to the Shareholder Meeting. In view of the above, theCompany's Management Board will submit a motion to the Company'sShareholder Meeting to adopt a resolution to give consent to theestablishment of collateral on JSW's assets.
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