Syndicated credit facility agreement

Thursday, 10 July, 2014
Current report no. 22/2014

The Management Board of KGHM Polska Miedź S.A. announces that on 11 July 2014, KGHM Polska Miedź S.A. signed an Agreement for an unsecured, revolving credit facility in the amount of USD 2 500 million (approximately PLN 7 581 million at the average exchange rate for USD/PLN, announced by the National Bank of Poland dated 10 July 2014) with an international syndicate of banks (“Agreement”). The Agreement has an initial five-year tenor incorporating two one-year extension options exercisable at the request of KGHM Polska Miedź S.A. (at the discretion of each lender).

 

The syndicate credit facility was arranged with a relational banks group of the KGHM Polska Miedź S.A. Group. The Global Coordinators responsible for organisation of the credit facility are Crédit Agricole Corporate and Investment Bank, Credit Agricole Bank Polska S.A., Bank Zachodni WBK S.A., Santander Bank N.A., Bank Polska Kasa Opieki S.A., Bank Handlowy w Warszawie S.A. and Powszechna Kasa Oszczędności Bank Polski S.A. The credit facility was significantly oversubscribed, with a substantial reduction in allocation for the participants.

 

According to the agreement, the credit facility may be drawn in USD in the form of up to 25 renewable tranches. The financial resources acquired from the credit facility will be used in financing general corporate purposes (including capital expenditures) of the KGHM Polska Miedź S.A. Group and for refinancing of the financial debt of KGHM International Limited in the amount of USD 700 million. Interest on the credit facility was calculated based on LIBOR plus a margin, depending on the net debt/EBITDA financial ratio. Other credit facility agreement terms and conditions are similar to the standard terms of these types of transactions.

The syndicate banks with which the agreement was entered into comprise: Crédit Agricole Corporate and Investment Bank, Credit Agricole Bank Polska S.A., Bank Zachodni WBK S.A., Santander Bank N.A., Bank Polska Kasa Opieki S.A., Bank Handlowy w Warszawie S.A., Powszechna Kasa Oszczędności Bank Polski S.A., BNP Paribas, HSBC Bank plc, ING Bank Śląski S.A., ING Bank N.V., Intesa Sanpaolo S.p.A., Société Générale Corporate&Investment Banking as Mandated Lead Arrangers and Bookrunners; Bank Gospodarstwa Krajowego, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Scotiabank (Ireland), The Royal Bank of Scotland as Mandated Lead Arrangers; Barclays Bank plc, Bank of Montreal, mBank S.A., Mizuho Bank Nederland N.V., Sumitomo Mitsui Banking Corporation Europe Limited as Lead Arrangers. Bank Polska Kasa Opieki S.A. is the Facility Agent. During the process of acquiring the financing and negotiations with the syndicate banks, KGHM Polska Miedź S.A. was supported by the independent financial advisor Rothschild and the law firm Gide.

The aforementioned agreement meets the criteria of a “significant agreement” described in the Decree of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state as its value exceeds 10% of the equity of KGHM Polska Miedź S.A.

Legal basis: § 5 sec. 1 point 3 of the Decree of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (unified text: Journal of Laws 2014.133).