Signing of an annex to the Agreement on Special Conditions for Maintenance of Financing
(Current Report no. 21/2021)
Article 17 sec. 1 of MAR - confidential information
With reference to current report No. 24/2020 of 24th April 2020, the Management Board of CCC S.A. with its registered office in Polkowice (hereinafter: "the Issuer") announces that on 30th April 2021, the Issuer and selected subsidiaries of the Issuer, except for eObuwie.pl S.A. (hereinafter: "CCC Companies") and the Issuer's financing institutions (Bank Handlowy w Warszawie S.A., Bank Millennium S.A., BNP Paribas Bank Polska S.A., Bank Polska Kasa Opieki S.A., mBank S.A., Powszechna Kasa Oszczędności Banki Polski S.A. and Santander Bank Polska S.A., hereinafter referred to as "Financial Institutions") signed an annex (hereinafter referred to as "Annex") to the Agreement on Specific Terms of Maintenance of Financing dated 24 April 2020. (hereinafter: "Agreement").
The conclusion of the Annex is aimed at obtaining appropriate approvals of the credit committees of the indicated Financial Institutions on the terms of the new financing (the term sheet, hereinafter: the "Term Sheet"), its signing, carrying out the agreement of the content and signing a binding agreement on new financing for the Issuer and CCC Companies with a consortium of banks (hereinafter: the "New Financing").
Pursuant to the Annex, the term of the Agreement was extended to the earlier of
dates: (i) 17th May 2021, unless by that date the Issuer has delivered to the Funding Institutions a Term Sheet signed by the Issuer and the Funding Institutions summarising the principal terms and conditions of the New Financing for the Issuer and the CCC Companies, (ii) the date on which the first disbursement or utilisation of any funds available to the Issuer and the CCC Companies is made in accordance with the terms and conditions set out in the New Financing Agreement (if any), (iii) the date on which any of the investors intending to acquire shares in eObuwie.pl S.A., i.e. Cyfrowy Polsat S.A. or A&R Investments Limited (about which the Issuer informed in Current Report No. 16/2021 31 March 2021), will submit a declaration on withdrawal from or termination of any of the agreements documenting their planned acquisition of shares in eObuwie.pl S.A., or (iv) 29 June 2021
The target financial structure, as initially confirmed by the Issuer in the Term Sheet draft, it will consist of New Financing, comprising a 4-year term tranche of amortised loans and a 3-year tranche of revolving working capital loans and product facilities (including: limits under reverse factoring, guarantees / letters of credit and overdrafts) and an additional credit tranche, to be drawn under certain conditions in the future. The New Financing will be supplemented by existing loan agreements under existing bilateral agreements guaranteed by BGK, the maturity of which exceeds 1 year.
In connection with the conclusion of the Annex, the Issuer has tentatively confirmed selected conditions of the New Financing determined in the draft Term Sheet. Acquisition of New Financing by the Issuer and CCC Companies depends, among others, on the final agreement on Term Sheet, acceptance of the draft Term Sheet by credit committees of the indicated Financial Institutions, agreement on the content and signing of the binding agreement on New Financing and other financial documents and fulfilment of the conditions precedent, which will be indicated in the agreement concerning the New Financing.
In addition, with reference to current report No. 16/2021 of 31st March 2021, the Issuer announces that it has extended until 29th June 2021 the deadline for fulfilment of the conditions precedent specified in the SPA described in current report No. 16/2021 which have not yet been fulfilled. The condition for closing the transaction with the investors (i.e. Cyfrowy Polsat S.A. and A&R Investments Limited), described in current report No. 16/2021, and the transfer of the Shares to them (as defined and on the terms described in current report No. 16/2021) in eObuwie.pl S.A. is conditional on, among other things obtaining by the Issuer (or its subsidiary, CCC Shoes & Bags sp. z o.o.) the relevant approvals and decisions of the creditors financing the entities of the Issuer's capital group, which approvals and decisions may be granted, inter alia, in connection with the conclusion (subject to conclusion) by the Issuer of the agreement on New Financing.
Obtaining credit committee approvals for the Term Sheet between the Issuer and the Financial Institutions will be the next stage of work on refinancing the CCC Group's debt, the aim of which is to ensure a secure, long-term level of financing for the Group, in line with the business objectives of the GO.22 strategy and the key strategic projects covered by it.