Current Report No. 40/2020

Decision by Polish Development Fund to provide financing for JSW S.A. under government program for large corporates

Body of the report:

The Management Board of Jastrzębska Spółka Węglowa S.A. (“JSW” or “Company”) announces that it was notified on 17 November 2020 that the Company is being granted financial support from the Polish Development Fund (“PFR”) under the governmental program PFR Financial Shield for Large Corporates. The agreement should be signed immediately after its content is agreed upon.

This funding will be in the form of a liquidity loan of PLN 1 billion (in words: one billion zlotys).

The loan will be made available after the agreement is signed and once JSW meets all of the conditions precedent, including in particular the singing of an inter-creditor agreement between the Company, PFR and the Company’s financial creditors that are parties to an agreement of 9 April 2019, which was communicated by the Company in current report 29/2019.

In accordance with the current Terms and Regulations for support under the Financial Shield, the loan will be paid out not later than by the end of 2020.

The final deadline for repayment of liabilities arising under the loan is 30 September 2024.

As collateral for the financing, PFR requires sureties from Jastrzębskie Zakłady Remontowe Sp. z o.o. and JSW KOKS S.A. issued for the benefit of PFR in order to ensure the timely performance by JSW of liabilities related to this funding.

The key provisions of the current draft of the loan agreement are as follows:

(i)   the Company’s Management Board will refrain from recommending, during the term of this financing, the adoption by the General Meeting of resolutions regarding dividends, advance dividends or the payment of any remuneration, including remuneration for share cancellation or any other amount or in reference to its share capital,

(ii)   without prior approval from PFR, activities resulting in the following are not allowed: change in legal form, de-merger or merger, business combination, consolidation or restructuring.

Furthermore, the draft loan agreement contains standard limitations on incurring additional debt financing, establishing collateral, disposing of assets and acquiring companies, shares, rights in partnerships, other share units in enterprises and their parts, as well as a prohibition on the formation of any company without prior approval from PFR, with the exception of activities that are permitted within the above scope and described in the loan agreement, including specific intra-group transactions.

At the same time, the Management Board notes that PFR has not yet made a decision on providing support in the form of a preferential loan. Information on this will be published in a separate report immediately after it is received.

Legal basis: Article 17 Section 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.