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MESSAGE _ENGLISH VERSION_ |
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Subject: Execution by the Company of a Loan Agreement with Agencja
Rozwoju Przemysłu S.A.
Body of the report:
The Management Board of Jastrzębska Spółka Węglowa S.A. ["JSW",
"Company"] hereby reports that on 06 August 2026, a loan agreement was
entered into with Agencja Rozwoju Przemysłu S.A. ["ARP"]. The loan is
executed in accordance with the principles prescribed by art. 19b of the
Act of 4 July 2019 on the System of Development Institutions. The key
terms of the agreement are as follows:
1. Purpose of the financing: To finance JSW's operations during the
implementation period of the JSW Group's ["JSW Group"] Remedy Program
and to finance the remedial initiatives covered by this Remedy Program,
which involves reorganizing how the JSW Group functions with the aim of
reducing operating expenses and optimizing how the JSW Group operates.
2. Financing amount: up to PLN 824,128,000.00 [comprising four tranches].
3. Conditions for the release of the tranches:
The agreement includes a number of conditions regarding the release of
individual tranches. In addition to the standard provisions for this
type of agreement, the release of funds is contingent upon, among other
things:
[i] obtaining the consent of the JSW S.A. lending consortium [under the
Consortium Loan Agreement dated 12 April 2023] to take out a loan and
establish collateral for it,
[ii] submission of a list of optimization/corrective measures aimed at
reducing costs, to be implemented during the period leading up to the
disbursement of the next tranche,
[iii] submission of documents regarding the establishment of loan
repayment collateral,
[iv] ARP's accession to the intercreditor agreement entered into with
the consortium of financial institutions financing JSW S.A.
[v] submission of an agreement granting JSW S.A. a state budget subsidy
for the implementation of the tasks specified in the Act on the
Functioning of the Hard Coal Mining Industry, constituting the so-called
safety net system, which will finance the safety net benefits related to
workforce reduction.
4. Tenor: up to 30 June 2038
5. Loan amortization: quarterly with a grace period until 30 June 2029
6. Interest payments: quarterly, no grace period for interest payments.
7. Interest rate: WIBOR 3M reference rate + margin.
8. The collateral package includes, in particular: [i] joint contractual
mortgages on the properties comprising the Borynia-Zofiówka OPE [Borynia
and Zofiówka Sections], the Knurów-Szczygłowice OPE, the Pniówek OPE,
the Budryk OPE and on the properties in Gdynia [Różany Gaj Hotel]; [ii]
registered pledges on the movable property of the aforementioned OPEs;
[iii] registered pledges on shares in JSW KOKS S.A. and other companies;
[iv] assignments of receivables under commercial contracts concerning
the sale of coal, coke and hydrocarbons; [v] registered pledges on the
bank accounts; [vi] registered pledge on the investment certificates of
the JSW Stabilization Closed-End Investment Fund; [vii] assignments of
rights under the insurance policies for the collateralized assets; and
[viii] declaration of submitting JSW to enforcement. Some of the
collateral will be established with a lower order of ranking than the
current collateral held by the consortium financing the Company.
9. The agreement provides for a cash sweep mechanism, under which,
starting in 2032, the Company will be required to make an additional
payment based on the distribution of excess cash exceeding the amount of
PLN 300,000,000 as follows: 70% to JSW S.A. and 30% to ARP.
10. In addition, this agreement contains obligations on the part of the
Company that are typical for restructuring financing comprising in
particular limitations on drawing down additional financing, extending
sureties, guarantees and loans, disposing of major assets and the
collateralized assets. ARP may suspend the disbursement of the tranches
if it deems that the timely amortization of the loan is in jeopardy.
ARP's consent is required to amend the Remedial Program.
Legal basis: Article 17_1_ of Regulation [EU] No. 596/2014 of the
European Parliament and of the Council of 16 April 2014 on Market Abuse
and Repealing Directive 2003/6/EC of the European Parliament and of the
Council and Commission Directives 2003/124/EC, 2003/125/EC and
2004/72/EC.
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RB: Zawarcie przez Spółkę Umowy Pożyczki z Agencją Rozwoju Przemysłu S.A.
