12.14 Subsequent events
in PLN millions, unless otherwise stated
Notification on a crossing of the 5% threshold in the total number of votes
On 6 January 2023, the Management Board of KGHM Polska Miedź S.A. announced that the Company received a notification from Powszechne Towarzystwo Emerytalne Allianz Polska S.A. dated 5 January 2023.
According to the notification received, Powszechne Towarzystwo Emerytalne Allianz Polska S.A. which manages Allianz Polska Otwarty Fundusz Emerytalny („Allianz OFE”), which in turn manages Allianz Polska Dobrowolny Fundusz Emerytalny („Allianz DFE”) as a result of a merger performed on 30 December 2022, with the company Aviva Powszechne Towarzystwo Emerytalne Aviva Santander Spółka Akcyjna which manages Drugi Allianz Polska Otwarty Fundusz Emerytalny („Drugi Allianz OFE”), the interest held in the share capital and the total number of votes in the Company on the accounts of Allianz OFE, Allianz DFE and Drugi Allianz OFE crossed the threshold of 5%.
Prior to the merger, in total on the accounts of Allianz OFE and Allianz DFE there were 1 741 592 shares, representing 0.87% of the Company’s share capital and granting the right to 1 741 592 of the votes amounting to 0.87% of the total number of votes at the Company’s General Meeting.
On the account of Drugi Allianz OFE there were 10 499 861 shares, representing 5.25% of the Company’s share capital and granting the right to 10 499 861 of the votes amounting to 5.25% of the total number of votes at the Company’s General Meeting.
Following the merger, in total on the accounts of Allianz OFE, Allianz DFE and Drugi Allianz OFE there was an increase to
12 241 453 shares, representing 6.12% of the Company’s share capital and granting the right to 12 241 453 of the votes amounting to 6.12% of the total number of votes at the Company’s General Meeting.
Annexes signed to bank guarantees
On 3 February 2023, BNP Paribas Bank Polska S.A., at the Parent Entity’s request, issued annexes to bank guarantees issued pursuant to art 137 section 2 of the Act of 14 December 2012 on waste (unified text: Journal of Laws of 2022, item 699). In order to create a tailings storage facility restoration fund, which increased the total value of guarantees from the amount of PLN 98 million to PLN 120 million, with maturity falling on 15 February 2024.
Drawing of an instalment of the unsecured, revolving syndicated credit facility
On 6 February 2023, the Parent Entity drew an instalment of the unsecured, revolving syndicated facility under the agreement signed on 20 December 2019 with the syndicate of banks. The liability in the amount of USD 50 million (or PLN 219 million per the NBP exchange rate from the drawing date) was drawn for the period of 2 weeks, and after that period it was extended by 1 month. The credit facility’s interest is based on LIBOR rate plus a margin.
Issuance of a bank guarantee to secure liabilities
On 14 February 2023, at the Parent Entity’s request, a bank guarantee was issued to secure liabilities arising from a surety agreement signed between KGHM Polska Miedź S.A., Dom Maklerski Banku Ochrony Środowiska S.A. and Izba Rozliczeniowa Giełd Towarowych S.A., aimed at assuring by the Parent Entity the liabilities of Dom Maklerski due to the settlement of transactions to purchase electricity at the Polish Power Exchange (Towarowa Giełda Energii), up to the total amount of PLN 150 million, with maturity falling on 31 March 2023.
Loan granted by the Parent Entity to KGHM INTERNATIONAL LTD.
On 23 February 2023, a loan agreement was entered into between KGHM Polska Miedź S.A. and KGHM INTERNATIONAL LTD. in the amount of USD 105.5 million (PLN 473 million, 4.4879 USD/PLN) for the advancement of the Victoria project. The loan’s interest was set at arm’s length. The agreement expires on 31 December 2033.
Drawing of an instalment from the European Investment Bank
On 6 March 2023, the Parent Entity drew an instalment of the investment loan from the European Investment Bank under the agreement signed on 11 December 2017. The liability in the amount of USD 99 million, which is the equivalent of the available financing in the amount of PLN 440 million, was drawn for the period of 12 years. Funds acquired under this instalment are used to continue investment projects advanced by KGHM Polska Miedź S.A.
Conclusion of an agreement for sale of shares of KGHM TFI S.A.
On 13 March 2023, KGHM Polska Miedź S.A. concluded an Agreement for the sale of 100% of the shares of KGHM TOWARZYSTWO FUNDUSZY INWESTYCYJNYCH SPÓŁKA AKCYJNA (“Shares”) with Agencja Rozwoju Przemysłu S.A. (“Buyer”). The sale of the Shares was contingent on meeting the conditions precedent, among others no objections raised by the Polish Financial Supervision Authority. The ownership rights to the Shares will be transferred to the Buyer at the moment an appropriate entry is made in the Share Register. The sale of the Shares is the last stage of the reorganisation under the Group’s structure, which comprised the liquidation of closed-end, non-public investment funds. KGHM TFI S.A. has not managed any funds since 20 December 2022, that is from the date of deregistration of the KGHM VII FIZAN fund.
As at the end of the reporting period, the value of net assets of KGHM TFI S.A. amounted to PLN 2 million. The subsidiary’s assets and liabilities associated with them were not reclassified to “Assets held for sale (disposal group)” and “Liabilities associated with disposal group”, details in Note 9.8.4.