Getin Noble Bank (GNB)

1.93PLN
-0.52% 17:00

Current report 55/2015

20.11.2015

CONCLUSION OF SIGNIFICANT AGREEMENTS

The Management Board of Getin Noble Bank S.A. with its registered office in Warsaw (”Issuer”) hereby announces that on 20 November 2015 the Issuer concluded significant agreements regarding securitization of  portfolio of lease receivables. The transaction structure includes the following main agreements:

1. Agreement of sale of lease receivables of the value of PLN 1,900,000,280.80 by the Issuer to GNB Leasing Plan Limited with its registered office in Dublin (“SPV”) for the price equal to the outstanding capital balance. The following entities participated in this agreement as well: Getin Leasing Spółka Akcyjna with its registered office in Wroclaw, Getin Leasing Spółka Akcyjna 2 S.K.A. with its registered office in Wroclaw and Getin Leasing Spółka Akcyjna 3 S.K.A. with its registered office in Wroclaw.

The goal of this transaction is to win by the Issuer medium-term financing by private issue of bonds by SPV of the value of PLN 1,200,000,000.00 secured by a registered pledge on SPV assets, and in particular on receivables under lease agreements. The interest on the issued bonds shall be determined on the basis of WIBOR (3M) plus 1,2% margin.

SPV as the issuer of bonds shall repay interest and capital on each 20th day of January, April, July and October. In case the repayment day is not a working day, the repayment shall be made on the next working day.

The structure of this transaction provides for approx. 3-year-revolving period when the Issuer shall have the possibility to sell further receivables from the lease receivables portfolio allowing to extend the period for which the financing is gained. The speed of repayment of bonds depends on the actual speed of repayment of receivables (pass-through structure) and the planned term of redemption of bonds is 20 October 2020.

The concluded agreement regulates additionally the following: a number of events when the deterioration of the Issuer’s situation or the sold portfolio shall cause early termination of the revolving period, condition of the agreements to be fulfilled to be a part of securitized portfolio obligations of the parties during the effective term of the agreement, situations when the Issuer is entitled to repurchase a part of receivables or to early terminate the structure.

The agreement does not stipulate any contractual financial penalties.

The agreement is deemed significant agreement due to the fact that the value of the subject of the agreement shall exceed 10% of the Issuer’s equity.

2. Subordinated loan agreement of the value of PLN 800,000,000.00 with the initial use of credit in the amount of PLN 700,000,287.80 concluded by SPV and the Issuer.

The purpose of the agreement is to finance the purchase of receivables in the part the purchase shall not be financed by the bond issue by SPV. The loan shall be subordinate to preference and secured bonds. The parties agreed on waterfall repayment from funds owned by SPV and the capital shall be repaid not earlier than after full redemption of bonds. The loan is not secured.

The interest on loan shall include 1,5% margin and WIBOR (3M). SPV shall pay the accrued interest on loan on the date set in the agreement provided sufficient funds are available after higher priority payments are made according to the order of priority determined in the agreement.

The agreement does not stipulate any contractual financial penalties.

The agreement is deemed significant agreement due to the fact that the value of the subject of the agreement shall exceed 10% of the Issuer’s equity.

Legal basis: Article 56(1)(2a) of the Polish Act of 25 July 2005 on public offering and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws of 2005, No. 184, item 1539 later amended) in connection with § 5(1)(3) and § 9 of the Minister of Finance Regulation of 19 February 2009 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (Journal of Laws of 2009 No. 33, item 259 later amended).