Current Report No.: 7/2023
Current Report No.: 7/2023
Date of preparation: 27 January 2023
Issuer's Abbreviated Name: ENEA S.A.
Subject: Signing of a syndicated financing agreement to pursue sustainable development objectives
Legal Basis: Article 17(1) of the Market Abuse Regulation - inside information
Body of the report:
The Management Board of ENEA S.A. ("Company", "Issuer") hereby reports that, on 27 January 2023, the Company, acting as the borrower, and a consortium of banks, consisting of Polska Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., Alior Bank S.A. and Bank of China (Europe) S.A. Poland Branch, entered into a facilities agreement for a total amount of up to PLN 2,500,000,000 ("Facilities Agreement").
When the standard conditions precedent, commonly included in this type of agreement, have been fulfilled, the Company, under the Facilities Agreement, will be provided with financing in the form of a term facility up to the amount of PLN 1,500,000,000 with partial amortization ("Facility A") and a revolving facility up to the amount of PLN 1,000,000,000 with a single maturity date at the end of the financing period ("Facility B"). The maturity date of Facility A and Facility B falls 5 years after the date of the Facilities Agreement, with an extension option by another 2 years at the Issuer's request.
In accordance with the provisions of the Facilities Agreement, the Company will be permitted to allocate the funds made available under Facility A for the financing and refinancing of capital expenditures of the Issuer's Group incurred in connection with the construction, expansion, upgrade or maintenance of the distribution network and the acquisition, development, expansion, financing, construction, upgrade, maintenance or commissioning of any renewable energy sources. In turn, the funds made available under Facility B will be used by the Company to finance its day-to-day operations and working capital of the Issuer's Group, except for the financing of the construction, acquisition or expansion of hard coal-fired power plants, other business related to hard coal, including hard coal mining and trading, and to refinance any financial debt or expenditures incurred for such purpose.
The interest rate on the funds made available under the Facilities Agreement will be calculated based on a variable rate applicable to the respective interest period plus a margin depending on the net debt/EBITDA ratio, and - in the case of Facility A - on the fulfillment of sustainable development indicators, such as a CO2 emissions reduction indicator and an indicator reflecting an increase in the share of renewable energy sources in the ENEA Group's generation structure ("Sustainable Development Indicators"). The correct calculation of the Sustainable Development Indicators will be confirmed by an independent auditor.
The repayment of the facilities is secured by a voluntary submission to enforcement pursuant to Article 777(1)(5) of the Code of Civil Procedure up to 150% of the total amount of the loan liability arising from the Facilities Agreement.
Please note that the term EBITDA is defined as the value of operating profit (loss) + depreciation and amortization + impairment losses on non-financial non-current assets (values for the reporting period). The Net debt / EBITDA ratio is equal to (loans, borrowings and non-current and current debt securities + non-current and current finance lease liabilities + non-current and current financial liabilities measured at fair value - cash and cash equivalents - non-current and current financial assets measured at fair value - non-current and current debt financial assets measured at amortized cost - other short-term investments) / EBITDA LTM. EBITDA LTM means EBITDA for the last twelve months.
The definitions of EBITDA and EBITDA LTM are included in the glossary of terms and abbreviations available on the Company's website at https://ir.enea.pl/slownik).