Further to Current Report No. 82/2016 of July 29th 2016 on senior notes issuance agreement (the Notes Issuance Agreement) concluded between KRUK S.A.’s subsidiary i.e. ProsperoCapital S.a r.l. having its registered office in Luxembourg (the ProsperoCapital), the International Finance Corporation, a part of the World Bank Group, with its headquarters in Washington, DC, USA (the IFC) and the Issuer’s subsidiary InvestCapital Malta Ltd. having its registered office in Malta (the ICM) (both called the Investors) the Management Board of KRUK S.A. (the Issuer) announces that on August 4th 2016 all conditions precedent listed in the Notes Issuance Agreement have been met.
In order to ensure management and servicing of the receivables, which were acquired by ProsperoCapital from entities of the Eurobank Group in Romania: Bancpost S.A. and ERB Retail Services IFN S.A having their registered office in Bucharest, and its Dutch subsidiary ERB New Europe Funding II B.V. having its registered office in Amsterdam (the Receivables) a servicing agreement was concluded (the Servicing Agreement) between ProsperoCapital and the Issuer’s subsidiary KRUK Romania S.R.L. (KRUK Romania) The intention to conclude the Servicing Agreement was mentioned by the Issuer in current report No. 45/2016 of May 20th 2016.
In order to ensure that the liabilities of ProsperoCapital under the Notes Issuance Agreement (the Liabilities) are fully and timely performed, ProsperoCapital concluded in favor of among others IFC and ICM acting through a security agent, 1) a Romanian law governed first ranking movable mortgage agreement over: (i) the Receivables and the related rights to be acquired by ProsperoCapital, (ii) ProsperoCapital’s rights and claims under the Servicing Agreement and (iii) each of ProsperoCapital’s bank accounts located in Romania as well as 2) a Luxembourg law governed bank account pledge agreement over ProsperoCapital’s bank account and 3) an English law governed deed of charge which is a first fixed security for the payment or discharge of ProsperoCapital’s obligations under the senior notes (the Senior Notes).
Additionally KRUK Romania also concluded in favor of among others IFC and ICM acting through a security agent a Romanian law governed first ranking movable mortgage over KRUK Romania’s bank accounts dedicated for collection of Receivables acquired by ProsperoCapital and being serviced by KRUK Romania on the basis of the Servicing Agreement. (pledges and movable mortgages together called the Pledges). The amount secured based on the Romanian governed movable mortgage agreements is up to RON 324m (PLN 312,5m according to NBP exchange rate of August 4th 2016) representing the aggregate of principal amount of the Senior Notes and other liabilities of ProsperoCapital under the Notes Issuance Agreement.
The Pledges will secure the Liabilities from the signing date until all the Liabilities will be unconditionally and irrevocably paid.
As Investors confirmed to ProsperoCapital that all conditions precedent listed in the Notes Issuance Agreement have been met, on August 4th 2016 they subscribed for the Senior Notes on a pro rata basis, which is 33 per cent. in respect of IFC and 67 per cent. in respect of ICM and the Senior Notes issuance was declared successful.
All of Senior Notes with a nominal value equal to the issue subscription price of RON 249,3m (PLN 240,4m according to NBP exchange rate of August 4th 2016) were subscribed. The maturity day of Senior Notes is 3rd August 2022.
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