30. Interest-Bearing Loans and Borrowings

Transcription

1 30. InterestBearing Loans and Borrowings 30. InterestBearing Loans and Borrowings (audited) (audited) loans 3,879,749 1,333,917 Borrowings 39,856 26,219 Total 3,919,605 1,360,136 Including: noncurrent portion 3,412, ,943 current portion 507, ,193 Loans and Borrowings by Lender Noncurrent portion (audited) (audited) Kredyt 32,987 38,987 Pekao 22,676 26,925 National Fund for Environmental Protection and Water 34,856 21,969 Raiffeisen Polska 6,000 8,000 consortium (1)* 1,184, ,379 consortium (2)** 1,434,195 consortium (3)*** 479,576 consortium (5)***** 217, ,683 Total noncurrent portion 3,412, ,943 Current portion Kredyt 6,000 6,000 Pekao 73, ,560 Śląski 24,304 42,199 PKO BP 18,978 24,600 National Fund for Environmental Protection and Water 5,000 4,250 Millennium 72,341 Raiffeisen Polska 2,081 4,000

2 30. InterestBearing Loans and Borrowings Zachodni WBK 2,101 Handlowy w Warszawie 62,040 Gospodarki Żywnościowej 553 BPH 20,044 BRE 19,363 consortium (1)* 11,557 consortium (2)** 11,629 consortium (3)*** 3,748 consortium (4)**** 287,247 consortium (5)***** 43,498 43,505 Total current portion 507, ,193 Total current portion 3,919,605 1,360,136 * consortium (1): Pekao, PKO BP, BRE, Rabo Polska ** consortium (2): Banco Bilbao Vizcaya Argentaria, of TokyoMitsubishi UFJ (Holland) N.V., Pekao, BNP Paribas, Caja de Ahorros y Monte de Piedad de Madrid, Calyon, DnB Nor ASA, DnB Nor Polska, Fortis /N.V., Śląski, KBC Finance Ireland, Kredyt, Nordea AB, PKO BP, The Royal of Scotland plc, Société Générale, Zachodni WBK, Rabo Polska, Gospodarki Żywnościowej, Sumimo Mitsui ing Corporation Europe Limited *** consortium (3): Banco Bilbao Vizcaya Argentaria, BNP Paribas, Fortis /N.V. **** consortium (4): Pekao, PKO BP, BNP Paribas, Śląski, Nordea Polska, Rabo Polska, Gospodarki Żywnościowej ***** consortium (5): Pekao, PKO BP Execution of Loan Agreement between Grupa LOTOS and a Consortium and Execution of Pledge Agreements Secure the Loan Agreement ( Consortium (1)) On December 20th 2007, Grupa LOTOS and a consortium of four s, comprising BANK POLSKA KASA OPIEKI of Warsaw, PKO BP of Warsaw, BRE BANK of Warsaw and RABOBANK POLSKA of Warsaw, executed a loan agreement. The agreement provides for a fouryear revolving loan for a tal amount of 400,000 thousand ( 1,004,600 thousand, translated at the mid exchange rate quoted by the National of Poland for December 19th 2007), for refinancing and financing the invenries of Grupa LOTOS The agreement was the first element of the financing strategy for the operations of Grupa LOTOS in the coming years, related the execution of the 10+ Programme. The lending term under the agreement may be extended by the parties by one year. The basic security for the loan is an agreement on Grupa LOTOS s invenries (along with the rights under agreements on srage of invenries and under insurance contracts) and agreement on cash receivables under an agreement for keeping accounts of Grupa LOTOS concluded in relation the loan agreement (gether with power of atrney these accounts). The other provisions of the agreement, including those pertaining contractual penalties, do not differ from provisions commonly applied in agreements of such type.

3 30. InterestBearing Loans and Borrowings On December 20th 2007, Grupa LOTOS entered in two pledge agreements in order secure liabilities incurred by Grupa LOTOS Pursuant the agreements, the pledge created for the benefit of the lenders covers the invenries of Grupa LOTOS and cash receivables under an agreement for keeping Grupa LOTOS s accounts related the loan agreement. As at December 31st, the Company s liability under the aforementioned loan agreement talled 400m. Execution of the Common Terms Agreement and the Related Security Agreements between Grupa LOTOS and a Group of Financial Institutions ( Consortia (2),(3),(4)) On June 27th, Grupa LOTOS and the following institutions: Banco Bilbao Vizcaya Argentaria, Banco Bilbao Vizcaya Argentaria, London Branch, Banco Bilbao Vizcaya Argentaria, Milan Branch, Polska Kasa Opieki, Zachodni WBK, of TokyoMitsubishi UFJ (Holland) N.V., BNP Paribas, Caja de Ahorros y Monte de Piedad de Madrid, Caja de Ahorros y Monte de Piedad de Madrid, Zweigniederlassung Wien, Calyon, DnB Nor ASA, Fortis /N.V., Fortis /N.V., Succursale in Italia, N.V. / Śląski, KBC N.V., Dublin Branch / Kredyt S.A, Nordea Finland Plc, Nordea Polska / Nordea AB (Publ), Powszechna Kasa Oszczędności Polski Spółka Akcyjna, Rabo Polska / Gospodarki Żywnościowej, SACE S.p.A. Servizi Assicurativi del Commercio Estero, Société Générale (the Polish branch), Société Générale, Sumimo Mitsui ing Corporation Europe Limited, The of TokyoMitsubishi UFJ, Ltd. and The Royal of Scotland Plc, executed a credit agreement finance the implementation of the 10+ Programme and the working capital of Grupa LOTOS Calyon was appointed the Senior Facility Agent, while Société Générale (the Polish branch) was assigned the role of the Senior Security Agent. Concurrently, Grupa LOTOS executed a subagreement under the credit agreement, concerning a credit tranche guaranteed by SACE S.p.A. Servizi Assicurativi del Commercio Estero, which the following are parties: BNP Paribas, Fortis /N.V., Succursale in Italia, Banco Bilbao Vizcaya Argentaria, Milan and SACE S.p.A. Servizi Assicurativi del Commercio Estero. The credit agreement along with the loan agreement for refinancing and financing of the invenries of Grupa LOTOS of December 20th 2007, referred above, secure funds sufficient meet the Company s tal requirement for external financing. The agreement concerns a longterm credit for the tal amount of 1,750,000 thousand ( 3,739,050 thousand translated at the midexchange rate quoted by the National of Poland for June 27th ), comprising an term loan of 975,000 thousand ( 2,083,185 thousand translated at the midexchange rate quoted by the National of Poland for June 27th ) ( Consortium (2)), a redrawable working capital loan of 200,000 thousand ( 427,320 thousand translated at the midexchange rate quoted by the National of Poland for June 27th ) ( Consortium (4)), an investment loan of 425,000 thousand guaranteed by SACE S.p.A. Servizi Assicurativi del Commercio Estero ( 908,055 thousand translated at the midexchange rate quoted by the National of Poland for June 27th ) ( Consortium (3)) and a contingent term loan of 150,000 thousand ( 320,490 thousand translated at the midexchange rate quoted by the National of Poland for June 27th ) ( Consortium (2)). The longterm credit

4 30. InterestBearing Loans and Borrowings must be repaid not later than 12.5 years after the first payment date. The other terms and conditions of the credit agreement, including those pertaining the security, do not differ from the standard terms and conditions of such agreements. The credit is secured principally with: 1. a with the highest ranking over Grupa LOTOS s ownership title or perpetual usufruct right the real property required for the conduct of operations by the existing and expanded Gdańsk refinery; 2. agreement creating a sets of existing and future (acquired over the period of implementation of the 10+ Programme) movables, owned by Grupa LOTOS and forming a part of or closely related with the Gdańsk refinery or financed under the aforementioned credit, used in production, srage and distribution of petroleum products and crude oil, along with the infrastructure and necessary auxiliary equipment, and in particular on the movables comprising the basic production installations, auxiliary production installations, equipment used blend products, loading facilities, transport pipelines, srage tanks, CHP plants, wastewater treatment plants, water intakes, and water, electricity, process steam and compressed air systems; 3. agreement creating financial and pledges over Grupa LOTOS s claims under account agreements executed in connection with the financing of the 10+ Programme (the agreement creating the pledges does not cover claims under other account agreements concluded by Grupa LOTOS ); 4. agreements for the the rights and debt claims of Grupa LOTOS arising under the agreements related the implementation of the 10+ Programme, the agreements for the management of the 10+ Programme, hedging agreements, licence agreements, insurance documents (related the Gdańsk refinery and the 10+ Programme) as well as under sales contracts concluded by Grupa LOTOS with its subsidiaries, if the contracts annual value exceeds 10,000 thousand. The documents constituting the security for the benefit of Société Générale, the Polish branch (the Senior Security Agent), were executed concurrently with the credit agreement. There are no links between Grupa LOTOS management staff and the s for the benefit of which the pledges were created or their management staff. The value of the assets of Grupa LOTOS which were encumbered with the pledges and the specified above does not exceed 2,195,551 thousand, based on the book value as at May 31st and the maximum amount be secured with the pledges and the specified above is 2,625,000 thousand ( 5,608,575 thousand at the midexchange rate quoted by the National of Poland for June 27th ). On July 3rd, Coöperatieve Centrale RaiffeisenBoerenleen B.A. (operating under the name of Rabo Nederlands) acceded the agreement between Grupa LOTOS and a group of financial institutions and the credit agreement finance the implementation of the 10+ Programme and the working capital of Grupa LOTOS and the related security agreements. On September 1st, DnB NORD Polska acceded the credit agreement.

5 30. InterestBearing Loans and Borrowings On September 5th, the competent District Court entered in the register of pledges a Grupa LOTOS s assets (i.e. over sets of existing and future acquired over the period of implementation of the 10+ Programme movables, owned by Grupa LOTOS and forming a part of or closely related with the Gdańsk refinery or financed under the credit agreement providing for the financing of the 10+ Programme, used in production, srage and distribution of petroleum products and crude oil, along with the infrastructure and necessary auxiliary equipment, and in particular on the movables comprising the basic production installations, auxiliary production installations, equipment used blend products, loading facilities, transport pipelines, srage tanks, CHP plants, wastewater treatment plants, water intakes, and water, electricity, process steam and compressed air systems). On November 25th, a contractual blanket security (deposit) (umowna łączna hipoteka kaucyjna) over Grupa LOTOS s ownership title or perpetual usufruct right the real property required for the conduct of operations by the existing and expanded Gdańsk refinery, was in the Grupa LOTOS s Land and Mortgage Register entry. As at December 31st, the Company had drawn under the term loan 709,533 thousand (the of 2,101,495 thousand, translated at the midexchange rate for quoted by the National of Poland for December 31st ), including letters of credit issued for the amount of approx. 63,381 thousand (the of 187,722 thousand, translated at the midexchange rate for quoted by the National of Poland for December 31st ) described in Note 42, items 10, 11, 16 and 17, issued for the tal amount of 47,428 thousand. The working capital loan was made available Grupa LOTOS in the form of overdraft facilities which are used by the Company on an asneeded basis. By the date of these consolidated financial statements, funds drawn under the were used by Grupa LOTOS according its needs. Loans and Borrowings as at December 31st, by Currency and by Maturity 000 loans and borrowings loans and borrowings loans and borrowings Total 10,557 66, , , ,459 6,770 61,279 70, ,459 1,234,290 57,979 1,294, , ,363 57, , , ,085 55, ,023 after ,918 1,648,713 58,554 1,712,185 Total 25,311 3,172, ,311 3,919,605 The above table presents loans and borrowings by maturity date. As at December 31st, the average effective rate on the loans was approx. 3.40% (5.56% as at December 31st 2007).

6 30. InterestBearing Loans and Borrowings Loans and borrowings as at December 31st : s name; form of incorporation Registered office Loan amount as per agreement (in 000) Outstanding loan amount (current portion) (in 000) Outstanding loan amount (noncurrent portion) Maturity date Current portion Noncurrent portion Financial terms and conditions ( rate, payment schedule etc.) Type of security PKO BP Warsaw 133, Śląski Warsaw Consortium (1) Consortium (2) Consortium (3) Consortium (4) 40, ,000 1,125, ,000 11,557 11,629 3, ,768 1,184, ,000 3,926 1,434, , , ,093 8,096 33, Mar 15 Mar 15 Mar 15 Dec Jan Jan based on 3M or 6M LIBOR, depending on the period as selected from time time + based on, 3M or 6M LIBOR, depending on the period as selected from time time + fixed rate 3M 3M IBOR + 3M LIBOR + invenries, accounts, rights under invenry insurance agreements, rights under invenry srage agreements,, existing and future movables, accounts, rights under agreements for the implementation and management of the 10+ Programme, rights under insurance agreements relating the Gdańsk refinery, licence, hedging and sale agreements with a value of over 10m per year,

7 30. InterestBearing Loans and Borrowings Consortium (5) Warsaw 340,000 43, ,235 Kredyt Warsaw 60,000 6,000 32,987 PKO BP Warsaw 25,000 13,680 Pekao Warsaw 30,000 5,678 Raiffeisen Polska Rzeszów 10,000 2,081 6,000 Pekao Warsaw 15,000 9,605 Pekao Warsaw 20,000 19,404 Śląski BRE Śląski Kawice 23,500 21,506 Warsaw 30,000 19,363 Kawice 6, PKO BP Warsaw 9,000 5,083 Jun Jun 30 Dec National Fund for Environmental Warsaw 15,000 3,000 3,300 Protection 2010 and Water Pekao Kraków 26,837 7,060 2, ,754 3,536 Oct 31 Oct 31 0,5 of the rediscount rate for notes IBOR + none atrney over account atrney over account,, security (deposit) atrney over account,, invenries atrney over account blank note, receivables, receivables, notes, pledge over invenries surety, note

8 30. InterestBearing Loans and Borrowings Pekao Kraków 30,000 30,005 Pekao Kraków 44, National Fund for Environmental Protection and Water Śląski Warsaw 35,000 2,000 31,556 Kawice 2,000 1,860 Pekao Warsaw 56, TOTAL 6, ,360 2,286 22,407 2,530 7,730 2,610 3,412,245 1,048,761 3,536 Jun 30 Oct 31 The s s on the contracted loans are in the range of 0.13% 1.90%. Oct 31 Dec Feb ,8 of the rediscount rate for notes LIBOR + guarantee, note Loans and borrowings as at December 31st 2007: s name; form of incorporation Registered office Loan amount as per agreement Outstanding loan amount (current portion) (in 000) Outstanding loan amount (noncurrent portion) (in 000) Current portion Maturity date Noncurrent portion Financial terms and conditions ( rate, payment schedule etc,) Type of security Millennium Warsaw 120,000 72,341 PKO BP Warsaw 234,000 16,705 Śląski Śląski Śląski Handlowy w Warszawie Handlowy w Warszawie Handlowy w Warszawie Warsaw 40,000 Warsaw 1, Warsaw 14,647 Warsaw Warsaw 40,000 60,844 4, ,987 Warsaw T/N WIBOR + SW LIBOR + SW IBOR +

9 30. InterestBearing Loans and Borrowings BPH Warsaw 20,000 20,044 BPH Warsaw or BZ WBK Warsaw 30,000 2,101 Consortium (1) Kredyt Warsaw 300, , , , ,745 Warsaw 60,000 6,000 38,987 Consortium (5) Warsaw 340,000 43, ,683 Raiffeisen Polska Raiffeisen Polska Gospodarki Żywnościowej Warsaw 14,349 3,423 Warsaw 8,687 8,687 Rzeszów branch Rzeszów branch 10,000 2,000 8,000 10,000 2,000 Kraków 2, Mar 15 Jan 31 Jan 31 Dec Jun Dec O/N WIBOR + based on 3M or 6M LIBOR, depending on the period as selected from time time + 1 LIBOR + invenries, accounts, of rights under invenry insurance agreements, of rights under agreements for srage of invenries, atrney over account, atrney over account atrney over account, security (deposit) transfer of receivables, pledge on invenries, noncurrent assets

10 30. InterestBearing Loans and Borrowings Śląski Śląski Warsaw 20,000 18,381 Kraków 10,000 9,797 Warsaw 5,000 4,684 Warsaw Warsaw 30,000 16,014 PKO BP Warsaw 9,000 7,895 National Fund for Environmental Protection and Water National Fund for Environmental Protection and Water Warsaw 15,000 3,000 6,300 Kraków 25,289 7, ,777 4,125 Kraków 20,000 5,426 Mar 31 Kraków 44, Warsaw 35,000 1,250 15,669 Warsaw 56,409 TOTAL 14,800 5, ,193 2,256 11,923 4,895 27, , ,640 4,260 4,125 Oct 1 The s s on the contracted loans are in the range of 0.07% 2.30% Dec Feb of the rediscount rate 0.8 of the rediscount rate atrney over account of receivables, of receivables, pledge, notes, surety ordinary on real estate security (deposit) on real estate ordinary on real estate guarantee, notes property, plant and equipment

11 30. InterestBearing Loans and Borrowings Contractual maturities of financial liabilities as at December 31st : 000 Note Carrying value Contractual cash flows Up 6 months 6 12 months 1 2 years 2 5 years Over 5 years Financial liabilities other than under financial derivatives Secured loans (other than overdraft facilities) 32 5,181,875 5,181,875 1,717,645 46,215 73,500 1,632,330 1,712, ,544,631 3,544,631 89,820 42,566 70,508 1,629,552 1,712,185 facilities , , ,114 1,860 Finance lease liabilities 32 1,415 1, Trade and other payables Financial liabilities financial derivatives 33 1,260,855 1,260,855 1,254,546 1,393 2,193 2, , , ,526 Total 5,400,401 5,400,401 1,936,171 46,215 73,500 1,632,330 1,712,185 Contractual maturities of financial liabilities as at December 31st 2007: 000 Note Carrying value Contractual cash flows Up 6 months 6 12 months 1 2 years 2 5 years Over 5 years Financial liabilities other than under financial derivatives Secured loans (other than overdraft facilities) 32 2,580,463 2,580,463 1,689,259 47,632 66, , , , ,245 24,752 44,550 65, , ,209 facilities , , ,891 Finance lease liabilities 32 1,628 1, Trade and other payables 33 1,222,473 1,222,473 1,216,616 2,083 1,546 1, Financial liabilities financial derivatives 32 3,906 3,906 3,906 Total 2,588,143 2,588,143 1,693,165 47,632 68, , ,100