53/2019 – Conclusion of a short-term subordinated loan agreement

In reference to the current report of Trakcja PRKiI S.A. (‘Company’) No. 51/2019 of September 27, 2019 regarding the conclusion of a number of long-term financing agreements and amendment of the bridge financing documentation, the Company’s Management Board informs that on October 3, 2019, the Company signed a short-term subordinated loan agreement with COMSA, S.A.U. (‘COMSA’) (‘Loan Agreement’), pursuant to which COMSA will provide the Company with a loan up to the maximum total amount of PLN 14,237,507.25 in two tranches: (i) tranche 1 in the amount of PLN 5,000,000 (‘Tranche 1’) and tranche 2 up to the maximum total amount of PLN 9,237,507.25 (‘Tranche 2’).

Pursuant to the Loan Agreement, the loan will be made available to the Company for a period of ten business days from the date of conclusion of the Loan Agreement, provided that the Company provides the documents indicated in the Loan Agreement, including proof of submission by the Agencja Rozwju Przemysłu S.A. in the process of building the book of demand for the series B bearer shares and registered series C shares (‘New Issue Shares’), which will be issued as part of the increase in the Company’s share capital pursuant to Resolution No. 5 of the Extraordinary General Meeting of the Company of September 27, 2019., which the Company announced in its current report No. 48/2019 of September 27, 2019.

Tranche 1 will be paid to the Company’s bank account after the loan has been made available by COMSA. Then, COMSA’s claims against the Company under: (1) a loan granted to the Company as part of bridge financing, of which the Company informed in current report No. 12/2019 of June 13, 2019 (together with accrued interest) (‘Bridging Loan Agreement’) or (2) the cooperation agreement concluded between Comsa Corporación de Infraestructuras, S.L. and the Company (the ‘Cooperation Agreement’) will be offset in whole or in part with the debt that the Company will be entitled to from COMSA for the payment of New Issue Shares in if they were covered by COMSA.

Ultimately, the Company’s claims against COMSA under Tranche 2 will be offset against the remaining COMSA claims against the Company under (i) the Bridge Loan Agreement and (ii) the Cooperation Agreement.

The interest rate on the loan is WIBOR 1M plus margin. The loan amount is to be repaid within one year of its conclusion, with the Loan Agreement providing for the possibility of extending its repayment date. The loan is subordinated to the repayment of financing granted to the Company on the basis of long-term financing documentation, about which the Company informed in current report No. 51/2019 on September 27, 2019.

Legal basis:

Art. 17 para. 1 MAR