Significant agreements
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The agreements are presented in chronological order.
Significant agreements
On April 23rd 2015, the Parent as the borrower and a consortium of Polish banks comprising PKO BP S.A., BGK, BZ WBK S.A. and ING BSK S.A. as joint lenders entered into a five-year syndicated revolving credit facility agreement for a total amount of PLN 1.5bn. The facility proceeds are to be used, among other things, to refinance selected financing arrangements, and then to finance investment plans and other objectives defined in the long-term Strategy for the Group.
The agreement meets the significant reportable agreement criteria because its value exceeds 10% of Grupa Azoty’s total revenue.
The revolving credit facility agreement is part of a long-term PLN 2.2bn financing package, intended for financing Grupa Azoty’s general corporate needs, including the Strategy and the Investment Programme
(for details, see Current Report No. 25/2015 of April 23rd 2015).
Additionally, on May 28th 2015, the Parent concluded credit facility agreements for long-term financing in a total amount of PLN 700m with the European Investment Bank of Luxembourg (“EIB”) and with the European Bank for Reconstruction and Development of London (“EBRD”).
The agreements with EIB and EBRD form an integral part of a long-term PLN 2.2bn financing package, intended for financing Grupa Azoty’s general corporate needs, including the strategy and the investment programme.
In the period from December 17th 2014 to August 18th 2015, the total value of transactions concluded between Grupa Azoty and the PGNiG Group reached PLN 1,146m (exclusive of VAT),
thus exceeding 10% of Grupa Azoty’s total revenue, which is the threshold for a significant reportable agreement.
The single agreement with the highest VAT-exclusive value in that period was an annex signed by Grupa Azoty PUŁAWY to the agreement for sale of high-methane gas, concluded with Polskie Górnictwo Naftowe i Gazownictwo S.A. on January 14th 1999 for an indefinite term, received by Grupa Azoty PUŁAWY on August 17th 2015 (see Grupa Azoty PUŁAWY’s Current Report No. 27/2015, dated August 18th 2015).
Together with the annex, an appendix to the agreement was signed, entitled “Gas fuel volumes contracted for individual months of the contract year and contracted capacity”, specifying the contracted capacity and quantity of gas fuel for the 2015/2016 gas year. The appendix replaced the previous arrangements concerning contracted volumes and capacity in the period October 1st−December 31st 2015, as specified in an appendix to the agreement concluded on December 17th 2014 (see Grupa Azoty PUŁAWY’s Current Report No. 28/2014, dated December 17th 2014).
(for details, see Current Report No. 57/2015 of August 18th 2015).
Material agreements
- On February 4th 2015, the Parent entered into a master agreement concerning all risk construction and assembly insurance under an insurance pool set up by WARTA, PZU, and Ergo HESTIA. The agreement is effective from February 5th 2015 to February 4th 2016 and covers the Group companies. Subsequent to the end of the reporting period, the agreement was extended until June 30th 2018.
- On June 30th 2015, the insurers issued insurance policies for four leading companies of the Group, i.e. the Parent, Grupa Azoty KĘDZIERZYN, Grupa Azoty POLICE and Grupa Azoty PUŁAWY, covering:
- all-risk property insurance (ALLR),
- all-risk electronic equipment insurance (EEI),
- loss of profit insurance ALLR (BI),
- all-risk machinery insurance (MB),
- third-party liability insurance for businesses and property owners (OC).
Moreover, on July 3rd 2015, Ergo HESTIA, PZU and WARTA as coinsurers issued annual property insurance policies covering property in domestic and international transport for the four leading companies of the Group.
The insurance policies cover the period from July 1st 2015 to June 30th 2016 and were issued under three-year master agreements signed by the four leading companies of the Group with the policy issuers, effective from July 1st 2015 to June 30th 2018, which provide the Group with comprehensive insurance against disaster and material risks.
- On September 16th 2015, the Group renewed the directors and officers liability insurance policy executed with PZU S.A. The agreement is effective from September 17th 2015 to September 16th 2016 and covers the Group companies.
- On December 14th 2015, the Group companies renewed their automobile insurance cover by entering into a framework agreement and master agreements with Ergo Hestia for a period of three years, from January 1st 2016 to December 31st 2018. Annual insurance policies were issued under the agreements.
Moreover, on June 30th 2015, an annex was executed to the broker agreement of May 31st 2013, concluded between the leading Group companies and a consortium of brokers (comprising Nord Partner Sp. z o.o. and FST Management Sp. z o.o.) for a period of one and a half years, i.e. from July 1st 2015 to December 31st 2016. The broker agreement provides for insurance brokerage and consulting services.
- On August 31st 2015, the Parent received PLN 140 thousand as the first tranche of financing under an agreement concluded on March 30th 2015 between the National Centre for Research and Development of Warsaw and the New Chemical Syntheses Institute of Puławy, the leader of a consortium including the Parent. The funds were granted to co-finance a project implemented as part of the Applied Research Programme, Path B: comprehensive processing of waste streams containing sodium sulfate with the use of electromembrane methods, with a view to obtaining a solution of soda lye and sulfuric acid.
- On September 16th 2015 and December 30th 2015, the Parent received the first (PLN 915 thousand) and the second tranche (PLN 255 thousand) of financing under an agreement concluded on June 30th 2014 with the Minister of Environment, represented by the National Fund for Environmental Protection and Water Management of Warsaw, for the project: flue gas treatment unit at Zakłady Azotowe w Tarnowie-Mościcach S.A. The project was co-financed under the Norwegian Financial Mechanism 2009–2014.